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 March 31, 2008 or  (
 )  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
incorporation or organization)
(I.R.S. Employer
Identification No.)   603 West 50th Street, New York, NY
10019(Address of principal executive offices)
(Zip Code)  (212)
265-1500 (Registrants telephone number, including area code)  Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.  Yes
(X)   No (  )  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act.  Large accelerated filer ( )
  Accelerated filer (X) Non-accelerated filer ( ) (Do not check if a
smaller reporting company) Smaller reporting company ( ).  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes ( ) No (X)  Indicate the number of shares outstanding
of each of the issuers classes of common stock, as of the latest practicable
date:  Class
May 5, 2008Class A Common Stock ($.01 par
value)
10,785,534Class B Common Stock ($.01 par
value)
8,010,497            Kenneth Cole Productions, Inc. Index
to Form 10-Q  Part
I.
FINANCIAL
INFORMATIONItem
1.
Financial
Statements (Unaudited)Condensed Consolidated Balance
Sheets as of March 31, 2008 and
December
31, 2007
3Condensed
Consolidated Statements of Income for the three months
ended
March 31, 2008 and 2007
5Condensed
Consolidated Statement
of Changes in Shareholders Equity
for
the three months ended March 31,
2008
6Condensed
Consolidated
Statements of Cash Flows for the three months
ended
March 31, 2008 and 2007
7Notes
to Condensed Consolidated Financial Statements
8Item
2.
Managements
Discussion and Analysis of Financial Condition and
Results
of Operations
15Item
3.
Quantitative
and Qualitative Disclosures about Market Risk
19Item
4.
Controls
and ProceduresPart
II.
OTHER
INFORMATIONItem
1.
Legal
Proceedings
20Item
1A.
Risk
Factors
20Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
21Item
3.
Defaults
Upon Senior Securities
21Item
4.
Submission
of Matters to a Vote of Security Holders
21Item
5.
Other
Information
21Item
6.
Exhibits
21Signatures
22   2       Part I. FINANCIAL
INFORMATION  Item 1.
 Financial Statements     Kenneth
Cole Productions, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)   March 31,
2008
December 31,
2007AssetsCurrent
assets:Cash
and cash equivalents
$
71,538,000
$
90,653,000Due
from factors
37,857,000
28,132,000Accounts
receivable, net
22,522,000
19,805,000Inventories,
net
45,778,000
48,033,000Prepaid
expenses and other current assets
3,460,000
2,998,000Deferred
taxes, net
4,762,000
5,173,000Total
current assets
185,917,000
194,794,000Property
and equipment, at cost, less accumulateddepreciation
and amortization
59,287,000
60,357,000  Other
assets:Intangible
assets
14,043,000
14,083,000Deferred
taxes, net
25,634,000
24,660,000Investments
and other
19,348,000
21,490,000Deferred
compensation plans assets
38,079,000
39,153,000Total
other assets
97,104,000
99,386,000Total
Assets
$342,308,000
$354,537,000    See
accompanying notes to condensed consolidated financial statements.   3     Kenneth
Cole Productions, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (continued) (Unaudited)  March 31,
2008
December 31,
2007Liabilities
and shareholders equityCurrent
liabilities:Accounts
payable and accrued expenses
$
35,039,000
$
39,470,000Other
current liabilities
11,151,000
10,852,000Deferred
income
6,222,000
5,071,000Total
current liabilities
52,412,000
55,393,000Accrued
rent and other long-term liabilities
17,008,000
18,001,000Deferred
compensation plans liabilities
38,079,000
39,153,000Commitments
and contingenciesShareholders
equity:Series
A Convertible Preferred Stock, par value
$1.00,
1,000,000 shares authorized,
none
outstandingClass
A Common Stock, par value $.01,
40,000,000
shares authorized; 15,613,539
and
15,604,673 issued as of March 31, 2008 and December 31, 2007,
respectively
156,000
156,000Class
B Common Stock, par value $.01,
9,000,000
shares authorized; 8,010,497 issued
and
outstanding as of March 31, 2008
and
December 31, 2007, respectively
80,000
80,000Additional
paid-in capital
100,339,000
99,277,000Accumulated
other comprehensive income
409,000
914,000Retained
earnings
241,170,000
242,108,000342,154,000
342,535,000Class
A Common Stock in treasury, at cost, 4,649,750 and 4,236,350 shares as of
March 31, 2008 and December 31, 2007, respectively
(107,345,000)
(100,545,000)Total
Shareholders Equity
234,809,000
241,990,000Total
Liabilities and Shareholders Equity
$342,308,000
$354,537,000   See
accompanying notes to condensed consolidated financial statements.  4      Kenneth
Cole Productions, Inc. and Subsidiaries  Condensed Consolidated Statements of Income (Unaudited)    Three Months Ended
March 31,2008
2007Net
sales
$112,615,000
$119,868,000Royalty
revenue
9,882,000
9,470,000Net
revenues
122,497,000
129,338,000Cost
of goods sold
72,270,000
76,784,000Gross
profit
50,227,000
52,554,000Selling,
general and administrative expenses
49,115,000
48,221,000Operating
income
1,112,000
4,333,000Interest
and other income, net
294,000
1,261,000Income
before provision for income taxes
1,406,000
5,594,000Provision
for income taxes
599,000
2,154,000Net
income
$      807,000
$
 3,440,000Earnings per
share:Basic
$0.04
$0.17Diluted
$0.04
$0.17Dividends
declared per share
$0.09
$0.18Shares
used to compute earnings per share:Basic
19,325,000
20,079,000Diluted
19,527,000
20,393,000    See
accompanying notes to condensed consolidated financial statements.  5


Kenneth Cole Productions, Inc. and Subsidiaries  Condensed Consolidated Statement of Changes in Shareholders
Equity (Unaudited) Class A
Common Stock
Class B
Common Stock
Additional
Accumulated
Other

Treasury StockNumber
of
shares
Amount
Number
of
shares
Amount
Paid-in
Capital
Comprehensive
Income
Retained
Earnings
Number of
Shares
Amount
TotalShareholders
equity
January
1, 2008
15,604,673
$156,000
8,010,497
$80,000
$99,277,000
$914,000
$242,108,000
(4,236,350)
$(100,545,000)
$241,990,000Net income






807,000


807,000Translation
adjustment from foreign currency, net of taxes of  $(110,000)





(148,000)



(148,000)Unrealized
loss on available for sale securities, net of taxes of $(223,000)





(357,000)



(357,000)Comprehensive
income









302,000Stock-based
compensation expense




940,000




940,000Exercise
of stock options and related tax benefits
5,000
--


65,000




65,000Issuance
of Class A Common Stock from ESPP
3,866
--


57,000




57,000Purchase
of Class A Stock







(413,400)
(6,800,000)
(6,800,000)Dividends
paid on common stock






(1,745,000)


(1,745,000)Shareholders
equity
March
31, 2008
15,613,539
$156,000
8,010,497
$80,000
$100,339,000
$409,000
$241,170,000
(4,649,750)
$(107,345,000)
$234,809,000 See
accompanying notes to condensed consolidated financial statements   6  Kenneth Cole
Productions, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Three
Months Ended
March
31,2008
2007Cash
flows used in operating activitiesNet
income
$
     807,000
$
 3,440,000Adjustments
to reconcile net income to net cash
used
in operating activities:Depreciation
and amortization
2,232,000
3,134,000Provision
for doubtful accounts
117,000
102,000Benefit
from deferred taxes
(340,000)
(1,548,000)Unrealized
loss/(gain) from available-for-sale securities
357,000
(416,000)Loss
on investments
594,000
--Stock-based
compensation expense
880,000
1,316,000Tax
benefit from stock option exercises
(7,000)
(515,000)Changes
in operating assets and liabilities:Increase
in due from factors
(9,725,000)
(14,182,000)(Increase)/Decrease
in accounts receivable
(2,834,000)
3,622,000Decrease/(Increase)
in inventories
2,255,000
(462,000)(Increase)/decrease
in prepaid expenses and other current assets
(455,000)
535,000Decrease/(Increase)
in other assets
1,680,000
(2,053,000)Decrease
in accounts payable and accrued expenses
(3,931,000)
(6,331,000)Increase
in deferred income and other current liabilities
1,400,000
1,027,000Increase/(Decrease)
in income taxes payable
--
(668,000)(Decrease)/Increase
in other long-term liabilities
(2,067,000)
4,817,000Net
cash used in operating activities
(9,037,000)
(8,182,000)Cash
flows used in investing activitiesAcquisition of
property and equipment
(1,093,000)
(3,251,000)Purchase of
intangible assets
(524,000)
(505,000)Purchases
of marketable securities and other investments
--
(550,000)Net
cash used in investing activities
(1,617,000)
(4,306,000)Cash
flows used in financing activitiesExcess tax
benefit from stock options
7,000
515,000Proceeds
from exercise of stock options
58,000
2,226,000Proceeds
from employee stock purchase plan
57,000
109,000Acquisition
of treasury shares
(6,800,000)
--Dividends
paid to shareholders
(1,745,000)
(3,614,000)Net
cash used in financing activities
(8,423,000)
(764,000)Effect
of exchange rate changes on cash
(38,000)
3,000Net
(decrease)/increase in cash
(19,115,000)
(13,249,000)Cash
and cash equivalents, beginning of period
90,653,000
105,441,000Cash
and cash equivalents, end of period
$71,538,000
$
 92,192,000Supplemental
disclosures of cash flow informationCash
paid during the period for:Interest
$       3,000
$
      1,000Income
taxes, net
$1,071,000
$1,983,000 See
accompanying notes to condensed consolidated financial statements.   7


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 three months ended March 31, 2008 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2008.  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, 2007.  The Companys consolidated Balance Sheets at December 31, 2007, 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, 2007.  2.  Stock-Based Compensation  The Company has stock-based compensation plans under which
directors, officers and other eligible employees receive stock options,
restricted stock, and other equity-based awards, and accounts for the related
stock-based compensation under Statement of Financial Accounting Standards No.
123R, Share-Based Payment (SFAS 123R), as described in Note 13 to the
Companys Consolidated Financial Statements for the year ended December 31,
2007.  Stock options are granted with an exercise price equal to the
market value of a share of common stock on the date of grant.  Stock option
grants expire within 10 years and vest on a graded basis within two to five
years from the date of grant.  Restricted stock unit awards generally vest
on a graded basis over a three to four year period or cliff vest after three
years.  No stock options were granted during the three months ended March
31, 2008 and 2007, respectively.  During the three months ended March 31,
2008 and 2007, the Company granted 16,766 and 15,000 shares of restricted stock,
respectively.  Stock options outstanding and unvested restricted stock
amounted to 1,691,029 and 610,512 shares, respectively, as of March 31, 2008.            8   Kenneth Cole Productions, Inc. and Subsidiaries Notes to
Condensed Consolidated Financial Statements (Unaudited)   2.  Stock-Based Compensation (continued)  The following table summarizes the components of stock-based
compensation expense for the three months ended March 31, 2008 and 2007, all of
which is included in Selling, general, and administrative expenses in the
Condensed Consolidated Statements of Income.   Three months ended
March 31,2008
2007Stock
options
$156,000
$   389,000Restricted
stock units and employee stock purchase plan
724,000
927,000Total
stock-based compensation expense
$880,000
$1,316,000   The fair value of stock options was estimated using the
Black-Scholes option-pricing model.  The following table summarizes the
assumptions used to compute the weighted-average fair value of stock option
grants for the three months ended March 31, 2008 and 2007:  2008
2007Weighted-average
volatility
48.1%
65.8%Risk-free
interest rate
4.8% to 5.2%
3.2% to 5.2%Weighted-average
dividend yield
3.0%
0.5%Expected
term
3-9 years
3-9 years  The weighted-average volatility for the current period was
developed using historical volatility for periods equal to the expected term of
the options.  The risk-free interest rate was developed using the U.S.
Treasury yield curve for periods equal to the expected term of the options on
the grant date.  The dividend yield is calculated by using the dividends
declared per share and the Companys stock price on the date of grant.  The
expected term of stock option grants was developed after considering vesting
schedules, life of the option, historical experience and estimates of future
exercise behavior patterns.  The fair value of restricted stock was calculated by multiplying
the Companys stock price on the date of grant by the number of shares granted
and is currently being amortized over the vesting periods of the individual
grants.  SFAS 123R requires the recognition of stock-based compensation for
the number of awards that are ultimately expected to vest.  As a result,
for most awards, recognized stock compensation expense was reduced for estimated
forfeitures prior to vesting primarily based on historical annual forfeiture
rates by employee classification.  Estimated forfeitures will be reassessed
in subsequent periods and may change based on new facts and circumstances.  As of March 31, 2008, approximately $8.4 million of unrecognized
stock compensation expense related to unvested awards, net of estimated
forfeitures, is expected to be recognized over a weighted-average period of 1.7
years.     9  Kenneth Cole Productions, Inc. and Subsidiaries Notes to
Condensed Consolidated Financial Statements (Unaudited)   3. Earnings Per Share  The Company calculates earnings per share in accordance with SFAS
No. 128, Earnings Per Share.  Basic earnings per share are
calculated by dividing net income by weighted-average common shares outstanding.
 Diluted earnings per share are calculated similarly, except that it
includes the dilutive effect of the assumed exercise of securities under the
Companys stock incentive plans.  Dilutive securities, which include stock
options and restricted stock, are determined under the treasury stock method by
calculating the assumed proceeds available to repurchase stock using the
weighted-average shares outstanding for the period.  Basic and diluted
earnings per common share consist of the following:  Three Months Ended March 31, 2008
March 31, 2007Weighted-average commonshares outstanding
19,325,000
20,079,000Effect of dilutive securities:Restricted stock & employee
    stock purchase plan
181,000
207,000Stock options
21,000
107,000Weighted-average commonshares outstanding and commonshare equivalents
19,527,000
20,393,000  Stock options outstanding as of March 31, 2008 and 2007, in an
aggregate amount of 1,504,000 and 763,000, respectively, have not been included
in the diluted per share calculations since their effect would be antidilutive.  4.  Fair Value Measurement  The Company adopted FASB Statement No. 157, Fair Value
Measurements (SFAS 157) provisions on January 1, 2008.  In February
2008, the FASB deferred the effective date of SFAS 157 for one year for
nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis.
 The Companys financial assets measured at fair value on a recurring basis
were as follows:  Fair Value at
March 31, 2008
HierarchyMarketable securities
$7,710,000
Level 2Investments
$4,067,000
Level 1Deferred compensation plans assets
$38,079,000
Level 1  A Level 1 hierarchy represents a fair value that is derived from
unadjusted quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access at the measurement date.  A
Level 2 hierarchy represents a fair value that is derived from inputs other than
quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.  The Company recorded a $0.6
million writedown in its marketable securities during the quarter ended March
31, 2008.   10 Kenneth Cole Productions, Inc. and Subsidiaries Notes to
Condensed Consolidated Financial Statements (Unaudited)   5.  Comprehensive Income  Comprehensive income is comprised of net income, the effect of
foreign currency translation and changes in unrealized gains and losses on
available-for-sale securities.  Comprehensive income for the three months
ended March 31, 2008 and 2007 amounted to $302,000 and $3,939,000, respectively.  6. Segment Information  The Company has three reportable segments: Wholesale, Consumer
Direct and Licensing.  The Wholesale segment designs and sources a broad
range of fashion footwear, handbags and accessories and markets its products for
sale to approximately 6,000 department and specialty store locations and to the
Companys Consumer Direct segment.  The Consumer Direct segment markets a
broad 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-priced retail stores, Company Stores and e-commerce (at
website addresses www.kennethcole.com and
www.kennethcolereaction.com).  The Licensing segment, through
third-party licensee agreements, has evolved the Company from a footwear
resource to a diverse lifestyle brand competing effectively in approximately 30
apparel and accessories categories for both men and women.  The Company
maintains control over quality, image and distribution of the licensees.
 This segment primarily consists of royalties earned on licensee sales to
third parties of the Companys branded products and royalties earned on the
purchase and sale to foreign retailers, distributors, or to consumers in foreign
countries.  The Companys reportable segments are business units that offer
products to overlapping consumers through different channels of distribution.
 Each segment is managedseparately, althoughplanning,
implementation and results are reviewed internally by the executive management
committee.  The Company evaluates performance of each of its segments and
allocates resources based on profit or loss before unallocated corporate
overhead, stock-based compensation expense and income taxes for each segment.
 Intersegment sales between the Wholesale and Consumer Direct segment are
eliminated in consolidation.                 11 Kenneth Cole Productions, Inc. and Subsidiaries Notes to
Condensed Consolidated Financial Statements (Unaudited)  6.
 Segment Information (continued) Financial information of the Companys reportable segments is as
follows (in thousands):  Three
Months EndedMarch
31, 2008ConsumerWholesale
Direct
Licensing
TotalsRevenues from
external  customers
$  74,097
$38,518
$  9,882
$122,497Intersegment revenues
9,880
--
--
9,880Segment income/(loss) (1)
2,574
(5,871)
7,494
4,197Segment assets (2)
$247,291
$52,128
$42,889
$342,308  Three
Months EndedMarch
31, 2007ConsumerWholesale
Direct
Licensing
TotalsRevenues from
external customers
$  82,944
$36,924
$  9,470
$129,338Intersegment revenues
6,604
--
--
6,604Segment
income/(loss) (1)
9,543
(7,952)
7,152
8,743Segment assets (2)
$260,748
$60,960
$41,646
$363,354  (1) Before unallocated corporate overhead, stock-based compensation
expense and income taxes. (2) The Wholesale segment includes corporate assets.  The
reconciliation of the Companys reportable segment revenues and profit and loss
are as follows (in thousands):  Three Months EndedMarch 31, 2008
March 31, 2007RevenuesRevenues for reportable
segments
$122,497
$129,338Intersegment revenues (1)
9,880
6,604Elimination of intersegment
revenues
(9,880)
(6,604)Total consolidated
revenues
$122,497
$129,338IncomeTotal profit for reportable segments
(1)
$4,197
$8,743Stock-based compensation expense and unallocated
corporate overhead
(2,791)
(3,149)Total income before provision for
income taxes
$1,406
$5,594  (1) Before unallocated corporate overhead, stock-based compensation
expense and income taxes.  Revenues from international customers, primarily customers located
in Canada, were approximately 4.3% and 2.7% of the Companys consolidated
revenues for the three months ended March 31, 2008 and 2007, respectively.   12 Kenneth Cole Productions, Inc. and Subsidiaries Notes to
Condensed Consolidated Financial Statements (Unaudited)   7.  Related Party Transactions  The Company has an exclusive license agreement with Iconix Brand
Group, Inc. and its trademark holding company, IP Holdings, LLC (Iconix), 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 Iconix is the brother of the Companys
Chairman and Chief Executive Officer.  The term of the agreement is through
December 31, 2010.  Management believes that the license agreement with
Iconix was entered into at arms-length.  During these periods, the Company
is obligated to pay Iconix a percentage of net sales based upon the terms of the
agreement.  The Company recorded approximately $289,000 and $271,000 in
aggregate royalty and advertising expense under the agreement for the three
months ended March 31, 2008 and 2007, respectively.  The Company recorded expenses of approximately $175,000 and
$180,000 for the three months ended March 31, 2008 and 2007, respectively, to a
third-party aviation company which hires and uses an aircraft partially owned by
Emack LLC, a company which is wholly-owned by the Companys Chairman and Chief
Executive Officer.  Management believes that all transactions were made on
terms and conditions similar to or more favorable than those available in the
marketplace from unrelated parties.  8.  Common Stock Repurchase  During the three months ended March 31, 2008, the Company
repurchased 413,400 of its shares at an aggregate price of $6,800,000.  9.  Legal Proceedings  On April 17, 2007, a class action was filed in Superior Court for
the State of Californiat, County of San Diego, alleging that the Companys
policies and practices regarding the request of personal information during
credit card purchases violated California Code Section 1747.08 (the Song-Beverly
Credit Card Act).  During the quarter ended March 31, 2008, the parties
reached an agreement to settle the dispute and the court approved the
settlement, which had been accrued at December 31, 2007 and did not have a
significant impact on the Companys consolidated financial statements.  The
limitations period to appeal the judgment has expired and the Company has
honored all of its obligations under the settlement. As such, the matter is
considered closed.  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 other litigation that it believes might have a
material adverse effect on its business operations.  10.  New Accounting Pronouncement  In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 (SFAS 161).  SFAS 161
amends and expands the disclosure requirements of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities.SFAS 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008.  The Company is
currently evaluating the requirements and impact of SFAS 161 on the
Companys consolidated financial statements.      13  Kenneth Cole Productions, Inc. and Subsidiaries Notes to
Condensed Consolidated Financial Statements (Unaudited)   11.  Subsequent Event  On April 30, 2008, the Companys Board of Directors declared a
quarterly cash dividend of $0.09 per share payable on June 12, 2008, which will
be paid to shareholders of record at the close of business on May 22,
2008.   14     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 2008 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,
changes in consumer preferences or fashion trends, events causing disruption in
product shipment, change in import regulations, dependence on certain large
customers, changes in the Companys relationships with vendors and other
resources, the launching or prospective development of new business initiatives,
future licensee sales growth, gross margins, store expansion, renovation and
openings, changes in distribution centers, and the implementation of management
information systems.  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 and Estimates  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 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, 2007.  Overview  Kenneth Cole Productions, Inc., incorporated in September 1982,
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, Unlisted,
Tribeca and Gentle Souls brand names.  The Company also has
the rights to use the Bongo trademark for footwear through a license
agreement.  In addition, the Company acquired the Le Tigre trademark
and other intellectual property associated with the Le Tigre brand during
September 2007.  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.  These products include core
basics that generally remain in demand from season to season and fashion
products that are designed to establish or capitalize on market trends.
 The combination of basic products and fashion styles provides freshness in
assortments and maintains a fashion-forward image, while a multiple brand
strategy helps diversify business risk.  The Company markets its products to approximately 6,000 department
and specialty store locations, as well as through its Consumer Direct business,
which includes full-priced retail and Company Stores consumer and websites.
 The Company believes the diversity of its productofferings distinguishes the Company from its
competitors in terms of product classifications (mens, womens and childrens
footwear, handbags, apparel and accessories), prices (from better to
moderate) and styling.  The Company believes the diversity of its product
mix provides balance to its overall product sales and business planning and
increases sales opportunities to Wholesale customers who do not carry the
Companys full range of products.   15     The popularity of the Kenneth Cole brand names, including
Kenneth Cole New York, Kenneth Cole Reaction, and Unlisted,among
consumers has enabled the Company to expand its product offerings and channels
of distribution through licensing agreements.  The Company offers, through
these agreements, a lifestyle collection of mens product categories, including
tailored clothing, dress shirts, dress pants, sportswear, neckwear, briefcases,
portfolios, jewelry, belts, leather and fabric outerwear, cold-weather
accessories, sunglasses, prescription eyewear, watches, fragrance, swimwear,
luggage, hosiery and small leather goods.  In addition, mens sportswear,
which was formerly offered pursuant to a license agreement, is being sold,
marketed and distributed by the Company directly.  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, prescription eyewear, watches, jewelry, fragrance,
swimwear, and luggage.  In addition, the Company licenses its childrens
apparel further broadening the branded lifestyle collection.  The Company recorded net revenues of $122.5 million for the three
months ended March 31, 2008.  Diluted earnings per share decreased to $0.04
from $0.17.  As of March 31, 2008, the Company had $71.5 million in cash
and cash equivalents with no debt.  In addition, the Company has a
five-year $100 million committed Revolving Credit Facility and will pay a
quarterly cash dividend of $0.09 per share on June 12, 2008, which will be paid
to shareholders of record at the close of business on May 22, 2008.  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 months ended March 31, 2008 and March 31, 2007.  Three
Months Ended March
31, 2008
2007Net sales
$112,615
91.9%
$119,868
92.7%Royalty revenue
9,882
8.1
9,470
7.3Net revenues
122,497
100.0
129,338
100.0Gross profit (1)
50,227
41.0
52,554
40.6Selling, general
& administrative expenses
49,115
40.1
48,221
37.3Operating income
1,112
0.9
4,333
3.3Interest income, net
294
0.2
1,261
1.0Income before income taxes
1,406
1.1
5,594
4.3Income tax expense
599
0.4
2,154
1.6Net income
$      807
0.7%
$   3,440
2.7%   (1) Gross Profit may not be comparable to other entities, since some
entities include the costs related to their distribution network (receiving and
warehousing) 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 March 31, 2008 Compared to Three Months
Ended March 31, 2007  REVENUES:  Net revenues decreased $6.8 million, or 5.3%, to
$122.5 million for the three months ended March 31, 2008 from $129.3 million for
the three months ended March 31, 2007.  The decrease in revenues occurred
in the Companys Wholesale and Consumer Direct segments as further described
below in the section entitled NET SALES.  NET
SALES: Wholesale net sales (excluding sales to the Companys Consumer Direct
business segment) decreased $8.8 million, or 10.7%, to $74.1 million, for the
three months ended March 31, 2008 from $82.9 million for the three months ended
March 31, 2007.  The decrease is primarily due to a decline in sales across
the Companys branded footwearbusinesses, offset by incremental sales
from the Companys in-house launch of its mens sportswear collections
previously licensed and an 8.9% increase in the Companys handbag businesses.
 The challenging retail environment and  16    continued stress in the macro-economic marketplace, as well as
generally softer sell-thrus compared to the prior year, resulted in declines in
most of the Companys Wholesale businesses.  Net
sales in the Companys Consumer Direct segment increased $1.6 million, or 4.3%,
to $38.5 million for the three months ended March 31, 2008, from $36.9 million
for the three months ended March 31, 2007.  Comparable store sales
increased 3.4%, or $1.1 million, while sales related to new stores opened in
2008, and that portion of 2008 sales for stores not open for all of 2007,
decreased by $0.4 million for the three months ended March 31, 2008 compared to
the three months ended March 31, 2007. Comparable stores are defined as new
stores that are open for longer than thirteen months.  A store that stops
operations is included in the comparable sales calculation through the date of
closing. The Companys Internet
business increased by 63.4%, or 0.8 million, during the three months ended March
31, 2008 as compared to the three months ended March 31, 2007.  The Company
opened two full-priced retail stores and closed seven, while continuing its
expansion in Company Stores with an additional opening during the three months
ended March 31, 2008. As the Company has increased the amount of specific made
for Company Store product, sales have improved at its Company store
locations.In its full-priced retail
stores, the Company standardized assortments and modified price points to align
the price-value relationship of the Companys brands, which the Company believes
resulted in improved operating performance.  The Company continues to
review its real estate portfolio and expansion plans for both its full-priced
and Company stores.  LICENSING REVENUE:  Royalty revenue increased $0.4 million,
or 4.4%, to $9.9 million for the three months ended March 31, 2008 from $9.5
million for the three months ended March 31, 2007.  The increase in
licensing revenues was primarily attributable to incremental royalties received
from existing licensees, offset by a reduction in sportswear royalties from an
amendment to the Companys licensing agreement relating to its mens sportswear
businesses that terminated December 31, 2007.  As mentioned in the section
entitled Net Sales, the Company has begun shipping mens sportswear,
effectively transitioning the licensing model to an in-house operation.  GROSS
PROFIT:  Consolidated gross profit, as a percentage of net revenues,
increased to 41.0% for the three months ended March 31, 2008 from 40.6% for the
three months ended March 31, 2007.  The increase, as a percentage of net
revenues, was primarily the result of the change in the mix of the Companys net
revenues from its Wholesale, Consumer Direct and Licensing segments.  The
Consumer Direct segment, which operates at a higher gross profit level than the
Wholesale segment, had increased revenues as a percentage of net revenues of
31.4% for the three months ended March 31, 2008 compared to 28.6% for the three
months ended March 31, 2007, while the Wholesale segment revenues as a
percentage of net revenues decreased to 60.5% for the three months ended March
31, 2008 from 64.1% for the three months ended March 31, 2007.  The
revenues in the Licensing segment, which carries no cost of goods sold,
increased as a percentage of revenue to 8.1% for the three months ended March
31, 2008 compared to 7.3% for the three months ended March 31, 2007.  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:  Selling,
general and administrative (SG&A) expenses, including warehousing and
receiving expenses, increased $0.9 million to $49.1 million for the three months
ended March 31, 2008 from $48.2 million for the three months ended March 31,
2007.  The increase in SG&A expenses was due to marketing expenses
associated with the Companys twenty-fifth anniversary campaign, its continuing
investment for the development of mens sportswear and the deleveraging that
resulted from the sales decline.  As a percentage of net revenues, SG&A
expenses increased to 40.1% for the three months ended March 31, 2008 from 37.3%
for the three months ended March 31, 2007 from the additional costs mentioned
above and loss of leverage on the decrease in Wholesale sales.  INTEREST AND OTHER INCOME:  Interest and other income
decreased $1.0 million, or 76.7%, to approximately $0.3 million for the three
months ended March 31, 2008, as compared to the three months ended March 31,
2007, primarily due to lower average rates of return on investments and
writedowns to certain of the Companys marketable securities.  INCOME
TAXES:The Companys effective tax rate increased to 42.6% for the
three months ended March 31, 2008 from 38.5% for the three months ended March
31, 2007.  The 4.1% increase in the Companys tax rate is a result of  17    higher
tax rates from various state and local tax jurisdictions in which the Company
generates income and the impact of interest and penalties on income tax reserves
on the Companys tax base.  NET
INCOME:  As a result of the foregoing, net income decreased to $0.8 million
for the three months ended March 31, 2008 (0.7% of net revenues) from $3.4
million (2.7% of net revenues) for the three months ended March 31, 2007.  New
Accounting Pronouncements  In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 (SFAS 161).  SFAS 161
amends and expands the disclosure requirements of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities.SFAS 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008.  The Company is
currently evaluating the requirements and impact of SFAS 161 on the
Companys consolidated financial statements.  Related Party Transactions  The Company has an exclusive license agreement with Iconix Brand
Group, Inc. and its trademark holding company, IP Holdings, LLC (Iconix), 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 Iconix is the brother of the Companys
Chairman and Chief Executive Officer.  The term of the agreement is through
December 31, 2010.  Management believes that the license agreement with
Iconix was entered into at arms-length.  During these periods, the Company
is obligated to pay Iconix a percentage of net sales based upon the terms of the
agreement.  The Company recorded approximately $289,000 and $271,000 in
aggregate royalty and advertising expense under the agreement for the three
months ended March 31, 2008 and 2007, respectively.  The Company recorded expenses of approximately $175,000 and
$180,000 for the three months ended March 31, 2008 and 2007, respectively, to a
third-party aviation company which hires and uses an aircraft partially owned by
Emack LLC, a company which is wholly-owned by the Companys Chairman and Chief
Executive Officer.  Management believes that all transactions were made on
terms and conditions similar to or more favorable than those available in the
marketplace from unrelated parties.  Liquidity and Capital Resources  The Company uses cash from operations as the primary source of
financing for its capital expenditures, seasonal requirements and paying its
quarterly dividends.  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 March 31, 2008 and December 31, 2007
working capital was $133.5 million and $139.4 million, respectively.  Cash used in operating activities was $9.0 million for the three
months ended March 31, 2008, compared to $8.2 million for the three months ended
March 31, 2007. The decrease in cash flows provided by operations
is primarily attributable to a decrease in net income and the timings of
receivables and payables.  Net cash used in investing activities totaled $1.6 million for the
three months ended March 31, 2008 compared to $4.3 million for the three months
ended March 31, 2007.  The decrease was primarily attributable to a $2.2
million decrease in capital expenditures during the quarter ended March 31, 2008
compared to March 31, 2007.  Included in capital expenditures for the three
months ended March 31, 2008 and 2007 were approximately $0.7 million and $0.2
million, respectively, for amounts associated with furniture, fixtures, and
leasehold improvements for the retail store expansion and incurred $2.7 million
in costs for the implementation of the SAP retail and POS systems in 2007. In
addition, the Company did not purchase any marketable securities during the
quarter ended March 31, 2008, while $0.6 million was purchased during 2007.  18     Net cash used in financing activities was $8.4 million for the
three months ended March 31, 2008 compared to $0.8 million for the three months
ended March 31, 2007.  The increase was primarily attributable to $6.8
million used to repurchase 413,400 treasury shares during the three months ended
March 31, 2008 as compared to no repurchases during the three months ended March
31, 2007.  The Company also paid dividends of $1.7 million during the three
months ended March 31, 2008 compared to $3.6 million during the three months
ended March 31, 2007.  In addition, the Company had received proceeds of
$0.1 million during the three months ended March 31, 2008 related to stock
option exercises as compared to $2.2 million received during the three months
ended March 31, 2007.  The Company has a Revolving Credit Facility with various lenders,
which provides up to $100.0 million to finance working capital requirements and
letters of credit to finance the Company's inventory purchases.  During the
three months ended March 31, 2008, the Company did not borrow under the
Revolving Credit Facility.  Amounts available under the Revolving Credit
Facility were reduced by $5.2 million of standby and open letters of credit.  The Company believes that it will be able to satisfy its current
expected cash requirements for 2008, including requirements for its in-house
sportswear infrastructure, enhanced information systems, store expansions and
the payments of its quarterly cash dividend, primarily with cash flow from
operations and cash on hand.  The Company did not have any off-balance
sheet arrangements as of March 31, 2008.  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s marketable securities consist of triple A rated
debt obligations and substantially all have insurers.  Recently, several
auctions have failed as a result of illiquidity and imbalance in order flow for
auction rate securties.  A failed auction is not an indication of an
increased credit risk or a reduction in the underlying collateral; however,
parties wishing to sell securities could not do so.  Based on current
market conditions, it is not known when or if the capital markets will come back
into balance to achieve successful auctions for these securities.  If these
auctions continue to fail, it could result in the Company holding securities
beyond their next scheduled auction reset dates and will limit the liquidity of
these investments.  Based on the Companys expected operating cash flows,
and other sources and uses of cash, the Company does not anticipate that the
lack of liquidity on these investments will affect its ability to execute its
current business plan.  The Company is primarily exposed to currency exchange rate risks
with respect to its inventory transactions denominated in Euro.  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 contracts.  The Company does not enter into foreign currency
transactions for speculative purposes.  At March 31, 2008, the Company had no forward contracts
outstanding.  The Companys earnings may also be affected by changes in
short-term interest rates as a result of borrowings that may be made under its
credit facilities.  A two or less percentage point increase in interest
rates affecting the Companys credit facilities would not have had a material
effect on the Companys net income.  The Company sources a significant amount of product from China and
is subject to foreign currency exposure. If the Yuan is allowed to float freely
against other foreign currency, a two percent change in exchange rates could
have a material effect on the cost of future inventory purchases to be
transacted by the Company.      19       Item
4.  Controls and Procedures  Evaluation of disclosure controls and procedures  The Companys Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of the Companys disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934 (the Exchange Act), as amended) as of the end of the
period covered by this quarterly report, and have concluded that the Companys
disclosure controls and procedures were effective and designed to ensure that
all material information required to be disclosed by the Company in reports
filed or submitted under the Exchange Act is (1) recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and (2) accumulated and communicated to the
Companys management, including the Companys Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosures.  Changes in internal control over financial reporting  There were no changes in the Companys internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.   Part II - OTHER
INFORMATION   Item 1. Legal Proceedings.  There have been no
material changes during the quarterly period ended March 31, 2008 from the legal
proceedings previously disclosed in the Companys Annual Report on Form 10-K for
the year ended December 31, 2007, other than the following:  On April 17, 2007, a class action was filed in Superior Court for
the State of California, County of San Diego, alleging that the Companys
policies and practices regarding the request of personal information during
credit card purchases violated California Code Section 1747.08 (the Song-Beverly
Credit Card Act).  During the quarter ended March 31, 2008, the parties
reached an agreement to settle the dispute and the court approved the
settlement, which had been accrued at December 31, 2007 and did not have a
significant impact on the Companys consolidated financial statements.  The
limitations period to appeal the judgment has expired and the Company has
honored all of its obligations under the settlement.  As such, the matter
is considered closed.  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 other litigation that it believes might have a
material adverse effect on its business operations.   Item
1A.  Risk Factors.  There have been no material changes during
the quarterly period ended March 31, 2008 from the risk factors previously
disclosed in the Companys Annual Report on Form 10-K for the year ended
December 31, 2007.          20        Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds.  During
the three months ended March 31, 2008, the Company repurchased 413,400 shares of
its own stock, as presented in the following table:  Period
(a) Total
Number of Shares (or Units) Purchased
(b) Average
Price Paid per Share
(or
Unit)
(c) Total
Number of Shares (or Units) Purchased as Part of Publicly Announced Plans
or Programs
(d) Maximum
Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be
Purchased Under the Plans or Programs (1)March
2008
413,400
$16.45
413,400
4,278,600  (1) As
of December 31, 2007, the remaining amount of shares that could be repurchased
was 692,000.  On March 3, 2008, the Companys Board of Directors increased
the authorization for the Companys stock buyback plan by 4,000,000 shares to
4,692,000 shares available for repurchase.  As of March 31, 2008, the
remaining amount of shares that could be repurchased was 4,278,600.   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.  10.33
Employment Agreement between Kenneth Cole Productions, Inc.
and Jill Granoff dated April 13, 2008.31.1
Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rule 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rule 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.  21     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    May
9, 2008 /s/
DAVID P. EDELMAN David
P. Edelman Chief
Financial Officer   22


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 of 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:  (a) 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;  (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;  (c) 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  (d) 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):  (a) 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  (b) 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 Chairman
and Chief Executive Officer    Date:  May 9,
2008                            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 of 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:  (a) 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;  (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;  (c) 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  (d) 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):  (a) 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  (b) 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:  May 9,
2008                           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 March 31,
2008 as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Kenneth D. Cole, 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. ColeChairman and Chief Executive OfficerKenneth Cole Productions, Inc
May 9, 2008            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 March 31,
2008 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. EdelmanChief Financial OfficerKenneth Cole Productions, Inc. May
9, 2008                  Exhibit
10.33                                                                                                                  April 13
,
2008    Dear
Jill,  This
letter agreement (the Agreement) sets forth the terms of your employment at
Kenneth Cole Productions, Inc. (the "Company").  The offer contained in
this letter is contingent upon full execution by both parties.  General
terms of employment are as stated in the Companys current Employee Handbook;
provided, however, that to the extent the terms of this Agreement may be
different than and/or inconsistent with the terms of such Employee Handbook
and/or any Company plans or policies, the terms of this Agreement shall
govern.  1. Effective May 5, 2008, the Company will employ you and you agree
to serve as Chief Executive Officer of the Company, reporting to the Chairman of
its Board of Directors.  You agree to devote your full time and best
efforts to the satisfactory performance of such services and duties as the
position requires.  In conjunction with this Agreement, the Nominating
Committee of the Companys Board of Directors has also recommended that the
Board invite you to join the Board as an employee member at its next regularly
scheduled meeting.   As Chief Executive Officer, you shall have responsibility for and
oversight over the Company's domestic and international business operations,
including its: retail, wholesale and licensing businesses, as well as the
Company's human resources, finance, operations, supply chain, merchandise
planning and marketing areas (except for the creative elements thereof). You
will also have day to day responsibility and oversight for the Companys legal
department.  The legal department, however, has ultimate reporting
responsibility to the Companys Board of Directors.  
It is understood
that Kenneth D. Cole will retain creative control over the design and
positioning of the brands and its products as well as over brand and image
driven initiatives, including, by way of illustration, runway shows, editorial
placement, charitable initiatives (including the Awearness Fund and the
Companys charitable foundations) and other public relations efforts.  Mr.
Cole, in collaboration with you, will also oversee mergers and acquisitions
activity concerning or affecting the Company, as well as the Companys overall
strategic direction.   Subject to the terms hereof, the term of your employment under
this Agreement shall commence on May 5, 2008 and shall continue, unless sooner
terminated under Section 7 hereof, until May 4, 2012.  This Agreement shall
be automatically extended by one year on May 5, 2012 and on each May
5th thereafter (the "Renewal Date"), unless written notice of
non-renewal is given by either you or the Company to the other party at least
one hundred twenty (120) days prior to the Renewal Date.        You represent to the Company that the execution and performance by
you of this Agreement and your employment hereunder will not breach or
constitute a default under any other agreement to which you are a party or by
which you are bound.   2. Your compensation shall be as follows:  a. The annual base salary for the position is one million dollars
($1,000,000.00) to be paid in equal sums over twenty-six (26) bi-weekly pay
periods.  By the end of the first quarter of each fiscal year beginning in
2009, the Compensation Committee of the Companys Board of Directors (the
Compensation Committee) shall review your base salary in good faith for
possible increase, shall discuss the matter with you prior to making a
determination, and shall explain its determination to you after a determination
has been made.   Salary and payments due under paragraph 2(b) below will be subject
to withholding of all taxes payable with respect thereto and any authorized
deductions, including those for such items as insurance contributions.   b. Effective upon your commencement date, you will participate in the
Companys discretionary executive management bonus plan, which provides for
annual awards based upon both the Company's financial condition and performance
and your own performance.  Notwithstanding such discretion, each year you
remain with the Company your target bonus award for that year will be 100% of
your then base salary (collectively hereinafter referred to as Target Bonus
Award).  Your actual bonus award, which can range from a minimum amount of
0% to a maximum amount of 200% of your Target Bonus Award, will be determined by
the Compensation Committee of the Companys Board of Directors and is contingent
upon (i) the attainment of performance goals reasonably set in good faith by the
Compensation Committee and selected members of management and (ii) your actively
being employed by the Company through the date that the Company makes bonus
payments (subject to the provisions of paragraph 7 below), which is normally on
or about March 1of the following fiscal year but in no event later than
March 31 of the following fiscal year.  By the end of the first quarter of
each fiscal year beginning in 2009, the Compensation Committee shall review your
Target Bonus Award percentage for the then current fiscal year, and the payout
ranges in connection therewith, and if appropriate shall increase such
percentages.  Such review shall be made in good faith, and the Compensation
Committee shall discuss the matter with you prior to making its determination,
and shall explain its determination to you after a determination has been
made.  In consideration for your executing this Agreement and partially
in compensation for opportunities you are foregoing with respect to your
previous employer, for      fiscal year 2008 only, unless you have voluntarily resigned
without Good Reason or have been terminated for Cause by the Company prior to
the date the Company makes bonus payments, you will receive a bonus award of no
less than $1,000,000.00 if you satisfy the performance criteria.  The performance criteria shall be mutually agreed upon by you
and the Compensation Committee within 30 days after the commencement of your
employment.  At the Companys option, your 2008 bonus award may be in cash,
unrestricted and fully vested Company stock, or a combination thereof.  c. In the event that you voluntarily leave the Company without Good
Reason prior to December 31, 2009, you expressly acknowledge and agree that you
will be responsible for paying the Company within thirty (30) days after
termination $500,000.00 , adjusted for reversal of any
associated tax liability
..   3. While you are employed by the Company, and subject to the
Company's right to prospectively amend, modify or terminate any benefit plan or
program, you shall be entitled to the following benefits as well as any other
benefit offered to any other Company executive (excluding the Chairman), on
terms at least as favorable as such executive(s):   a. Group Health Benefits  participation in the Companys Health
Insurance Plan immediately upon commencement of continuous full term service,
subject to customary employee contribution.  This is a contributory plan
that currently provides medical and dental coverage.  The Company may
prospectively modify these plans at its sole discretion.  b. Supplemental Employee Retirement Plan  participation in the
Companys Supplemental Employee Retirement Plan (SERP) commencing on the first
anniversary of your employment and otherwise in keeping with the terms of the
Plan and the Plan documents, except as otherwise provided below.  c. Profit Sharing Thrift Plan  participation in the Companys
Employee Profit Sharing Thrift (401(k)) Plan on the first day of the quarter
following six months of service.   d. Group
Life and Accidental Insurance  coverage under the Companys Basic Life and
Accidental Death and Dismemberment Insurance policy on the first day of the
month following after two months of continuous full time service.    e. Business Travel Accident Insurance  coverage under the Companys
Business Travel Accident Insurance Policy.        f. Business Expense  reimbursement for travel, entertainment and
other business expenses incurred by you in connection with the Companys
business, all in accordance with the Companys policies and practices.   g. Vacation  in accordance with current Company policy or as
otherwise agreed by you and the Company.  h. Paid Sick Leave  in accordance with current Company policy.  i. Additional Life Insurance  In addition to subparagraph (d) above,
during the term of your employment, the Company will maintain an insurance  policy 
on your life in the face amount of $
7,000,000.00
..  If your employment with the Company terminates as a
result of death, the Company will provide the death benefits it receives to a
trust set up by you, if any, as directed by your Executor, or failing that to
your heirs.  j. Supplemental Disability  The Company will purchase and pay for
disability insurance that, together with other short and or long term disability
benefits it will purchase and pay for, will in the aggregate provide you with
annual payments equal to your base salary, for a term of five years, in the
event that you become disabled under the terms of such plans, together with a
lump sum payment at the end of such period in the amount of at least $2
million.  The benefits detailed in subparagraphs (i) and (j) above are
subject to your successful completion of a physical examination and doctors
review of your medical records.  The benefits detailed above shall be the
sole compensation provided to you in the event of your death or disability
during the term of this Agreement, provided, however, you or your estate will
also receive any bonus earned but unpaid under Paragraph 2(b) above for the
fiscal year completed before your death or disability and restricted stock
and/or stock options will be treated as if you had voluntarily terminated your
employment.   4. You will participate in the Companys restricted stock plan with
the Compensation Committee at its next regularly scheduled meeting issuing you a
performance-based grant of one hundred thousand (100,000) shares, subject to all
of the terms and conditions set forth in the plan documents as they may be
amended from time to time. You will also receive grants of fifty thousand
(50,000) shares in each of the three subsequent years on or about the
anniversary of your initial grant, also subject to all of the terms and
conditions set forth in the plan documents as they may be amended from time to
time.  The Compensation Committee will set appropriate, good faith,
mutually-agreed performance targets with you within 30 days after the
commencement date of your employment with respect to the 100,000 share grant and
by the end of the first quarter of each fiscal year for the other share grants
on which restrictions are lapsing that year.  If the      relevant performance targets associated with the grants are
achieved, the restrictions will lapse on twenty-five percent (25%) of the shares
on the first two anniversaries of the grant and the remaining fifty percent
(50%) on the third anniversary of the grant, all conditioned upon your continued
employment with the Company as Chief Executive Officer through the date of the
lapse except as set forth in Paragraph 7 below.  Each award will be issued
under the Companys existing restricted stock plans and award agreement(s), and
will be subject to all of the terms and conditions set forth in the plan
documents and award agreement(s) as they may be amended from time to time.   5. At its next regularly scheduled meeting, the Compensation
Committee will issue to you a sign-on grant of two hundred fifty thousand
(250,000) stock options with a strike price at the closing market price on the
date of the grant.  The stock options, unless otherwise specifically set
forth herein, will vest over four (4) years, 25% on each anniversary of your
employment, all conditioned upon your continued employment with the Company as
its Chief Executive Officer on the vesting dates except as set forth in
Paragraph 7.  The options will remain outstanding so long as you are
receiving salary continuation pursuant to Paragraph 7.  In the event that
you voluntarily terminate your employment without Good Reason and are not
receiving salary continuation, the options will remain outstanding for period of
time consistent with stock option plan terms.  The stock options will be
issued under the Companys existing stock option plan and award agreement(s) and
will be subject to all of the other terms and conditions set forth in the plan
documents and the award agreement(s) as they may be amended from time to time.
 You will also be eligible to receive additional stock option grants
consistent with any programs that the Company may put in place in the future for
senior executives.   6. If you decide to terminate your employment with the Company
without Good Reason, you agree:   a. to provide the Company with one hundred twenty (120) days prior
written notice (the Notice Period);   b. to make no public announcement concerning your departure prior to
your termination date without the consent of the Company; and   c. to continue to perform faithfully the duties assigned to you on
the date of such notice (or such other appropriate transition duties as the
Company may reasonably assign to you) from the date of such notice until your
termination date.   You acknowledge that the Notice Period provided for hereunder is
for the exclusive benefit of the Company and does not confer any employment
obligation on the Company.  The Company may elect, in its sole discretion
and for any      reason, to terminate your employment and/or change your duties and responsibilities with the Company, in the manner set
forth above, either immediately or at any point during the Notice Period you
have indicated. If you voluntarily terminate your employment without Good Reason
then upon such termination you shall be entitled only to the payment of the base
salary earned and unpaid through such date and any business expenses otherwise
due you,  plus any vested equity,

and all insurance, benefits and other arrangements provided by the Company
shall cease immediately upon termination of your employment (except as otherwise
required by law).   7. In the event your employment with the Company is terminated, in
exchange for  (i) your (or, if appropriate, your heirs
and beneficiaries) execution of a Separation Agreement and General Release in a
form provided by the Company, which form shall not contain any restrictive
covenant greater than or materially different than those in this Agreement (or
any applicable Company plan solely with respect to such plans benefits) and
(ii) your compliance with the terms and conditions set forth in the Separation
Agreement and General Release, the Company agrees to provide, and you agree to
accept, as the sole and exclusive remedy for the termination of your employment,
the following severance benefits and arrangements:   a. Termination Without Cause or Termination for Good Reason (as such
terms are defined below) Without a Change of Control Occurrence:  The
Company will, upon your execution of a Separation Agreement and General Release,
(i) continue to make salary payments (salary continuation) at your th e

n current rate for a period of eighteen (18) months; (ii) pay you in cash the Target Bonus
Award
for the prior fiscal year; (iii) pay you in
cash a pro rata bonus for the year in which such without Cause or Good
Reason termination occurs; and (iv) pay you in cash a one time payment equal to
your then Target Bonus Award.  Payments pursuant to (ii) and (iii) will be
made at or about the same time that actively employed executives receive their
Target Bonus Award payments for the relevant fiscal years, but in no event later
than March 31st of the immediately following fiscal year, and payment
pursuant to (iv) will be paid within sixty (60) days after the successful
completion of the Non-Competitive Period set forth in Paragraph 9 below. The
payments provided pursuant to this Paragraph are subject to deductions required
by law.  In addition to the foregoing, your stock options shall fully
accelerate and vest and shall remain exercisable throughout
the time period that you are receiving salary continuation
and for purposes of restricted stock
, which you have previously been
granted, any restrictions that are due to lapse within twelve months of the
termination date will immediately lapse.  All shares for which the
restrictions are due to lapse later than 12 months from the termination date
will be forfeited
..        b. Termination Without Cause, or Termination for Good Reason , Within
Twenty Four (24) months of
a Change of Control (as such term is defined below).  In the event that
there is a Change of Control and within Twenty Four (24) months of such Change
of Control you are (i) terminated without Cause, or (ii) terminate your
employment with Good Reason (as such term is defined below), the Company will
pay you an amount equal to the sum of (i) two times (2.0x) your gross base
salary, which you may take either as salary continuation or in a lump sum at
your option at any time; (ii) pay you in cash any bonus due you for the prior
fiscal year: (iii) pay you a pro rata cash bonus for the year in which
such without Cause or Good Reason termination occurs; and (iv) make a cash lump
sum payment to you equal to your then Target Bonus Award.  This payment
will be subject to deductions required by law.   The payments in (ii),
(iii) and (iv) will be paid at or about the time that the Company makes bonus
payments, normally on or about March 1 but in no event later than March
31st.  
In addition to the foregoing: (i) all restricted
stock referenced in Paragraph 4 (whether yet issued or not) and any additional
 restricted stock not yet issued to you but which are the subject of other
performance-based grants shall immediately issue to the extent not yet issued,
all such stock shall immediately vest, and any and all restrictions on such
stock will immediately lapse; and (ii)
your stock options shall fully accelerate and vest and shall
remain exercisable for the remainder of their respective original terms.   c. Termination as a Result of Non-Renewal.  In the event of
expiration of this Agreement by reason of your having given notice of
non-renewal under paragraph 1 hereof, the Company may, within 90 days prior to
such expiration, at its option exercise in writing its right to enforce the
non-compete in Paragraph 9 below.  In the event of expiration of this
Agreement by reason of the Companys having given notice of non-renewal under
paragraph 1 hereof, the Company may, concurrently with its notice of
non-renewal, at its option exercise in writing its right to enforce the
non-compete in Paragraph 9 below.  In either event, the Companys exercise
of such right shall be conditioned on its committing to continue to pay you the
amount of your then current base salary (salary continuation) for a period of
twelve (12) months.  In the event that you execute a Separation Agreement
and General Release following the Companys notice of non-renewal, the Company
will also pay you in cash a one time payment equal to your then Target Bonus
Award, payable within sixty (60) days after the successful completion of the
Non-Competitive Period set forth in Paragraph 9 below.  In addition to the
foregoing, in the event that the Company exercises its option to enforce the
non-compete your stock options shall fully accelerate and vest and shall remain
exercisable throughout the time period that you are receiving salary
continuation, and for purposes of restricted stock which you have previously
been granted,      any restrictions that are due to lapse within twelve months of the
termination date will immediately lapse.  All shares for which the
restrictions are due to lapse later than 12 months from the termination date
will be forfeited.  In addition to the foregoing, whether or not the Company exercises
its option to enforce the non-compete, the Company will pay you in cash the
Target Bonus Award
for the prior fiscal year at the same time other
executives receive their awards and in no event later than March
31st.  In the event of expiration of this Agreement by reason of
the Company having given notice of non-renewal, the Company shall pay you a
pro rata cash bonus for the year in which such expiration occurs, payable
in the following year at the same time other executives receive their awards but
no later than March 31.  In the event of expiration of this Agreement by
reason of your having given notice of non-renewal, you will not receive any such
pro ratabonus.  d. In the event that termination occurs under Paragraph 7 and you
execute the Separation Agreement and General Release, your group medical and
life insurance benefits described in Paragraph 3(a) and (d) will continue (at
the same cost as during your employment) throughout any salary continuation
period or until you become eligible for coverage as the result of your new
employment or self-employment, whichever shall first occur.  e. In the event of your termination by the Company without Cause or
by you for Good Reason, or if the Company gives notice of nonrenewal of this
Agreement pursuant to Paragraph 1 hereof, you will retain your rights under the
same terms and conditions as provided for in the SERP Plan and you will continue
vesting in the Plan during any period of salary continuation.  In the event the Company terminates your employment for a reason
other than Cause, it will give you as much advance notice as reasonable  under the circumstances, and
as legally permissible,
and it will discuss with you the
terms and timing of an announcement, subject to its reporting and disclosure
responsibilities.   The Company acknowledges that any material change in your
responsibilities shall be agreed upon mutually.  In the event you believe
the Company has materially changed your responsibilities without your consent,
or you believe that the Company is about to materially change your
responsibilities, you will so notify the Companys Chairman of the Board of
Directors and offer the Company the opportunity to promptly cure such
change(s).        For purposes of this Paragraph 7, Change in Control shall mean
(except as provided below in this definition) (i) a change in (a) the beneficial
ownership at any time by an entity or individual, either directly or indirectly,
of equity securities or interests of Kenneth Cole Productions, Inc., the voting
power of which constitutes more than fifty percent (50%) or more of the
aggregate voting power of the outstanding equity securities or interests, as the
case may be, of the subject company, or (b) the membership in the Board of
Directors of any such party such that more than one-half of the directors are
persons whose election has not been previously recommended by the applicable
pre-existing Board of Directors, or (ii) any merger, consolidation or
reorganization of Kenneth Cole Productions, Inc. in which the stockholders of
the subject company immediately before the transaction do not have beneficial
ownership of at least fifty percent (50%) of the combined voting power of the
voting securities of the surviving entity or its parent immediately after the
transaction, or (iii) any sale or transfer of all or substantially all of the
assets of Kenneth Cole Productions, Inc. to a purchaser or other transferee in
which the stockholders of the subject company immediately before the transaction
do not have beneficial ownership of  at least fifty percent (50%) of the
combined voting power of the voting securities of the surviving entity or its
parent immediately after the transaction.  Upon the occurrence of a Change of Control, the value of your
equity in the Company and/or any new resulting entity shall be at least the same
equity value you would have had if, immediately prior to the Change of Control,
all of your restricted stock and stock options referenced in Paragraphs 4 and 5
and any additional shares of restricted stock and/or stock options that were the
subject of other performance-based grants were immediately issued to the extent
not yet issued and immediately vested with any and all restrictions on such
stock having immediately lapsed.  Following a Change of Control that
results in the Companys stock (or all or substantially all of the Companys
assets) being acquired by a public company in exchange for cash or publicly
traded stock (or a combination thereof), your equity will be valued as other
Class A shares of the Companys common stock are valued.  Following any
other Change of Control that results in the Companys stock no longer being
publicly traded, your equity interests shall be valued in the same manner as the
Class A shares of common stock (including those of Mr. Kenneth D. Cole) on a
most favored nations basis.  In the latter case, in the event the equity
is liquidated subsequent to the date of the Change of Control, the valuation
shall be based on the valuation formula in effect as of the date of the Change
of Control (e.g. the price per share set forth in a tender offer).  In the event you and the Company do not agree as to the value
within 30 days of your equity interest, then the Company and you shall confer
and select within fifteen days, at the Companys cost, a nationally recognized
valuation expert (e.g., an investment bank) who shall render a decision
as to the then fair market value.  If the Company and you do not agree on
such an expert then you and the      Company shall each select an expert, and the two experts so chosen
shall determine a third expert to be employed.  To the extent your equity interests in the Company prior to the
Change of Control were subject to vesting and/or time or performance
restrictions, your equity interests in the new entity will be subject to similar
restrictions consistent with the following:  (x) In the event a Change of Control results in your termination
without Cause or your termination for Good Reason within 24 months of said
Change of Control, Paragraph 7(b) above will apply.  In such case, if the
Change of Control is the result of the Companys stock (or all or substantially
all of the Companys assets) being acquired by a public company, all equity
interests will vest immediately and any restrictions on your equity interests
will lapse immediately.  Following any other Change of Control that results
in the Companys stock no longer being publicly traded, if Paragraph 7(b)
applies your equity interests shall be bought out by your then-current employer
under this Agreement, as valued above.  (y) In the event that you remain employed by the Companys
successor entity for more than 24 months following a Change of Control resulting
from the Companys stock (or all or substantially all of the Companys assets)
being acquired by a public company, the vesting and/or lapse of time or
performance restrictions shall continue on terms consistent with the initial
grants and you may exercise options and/or sell shares accordingly.  For
any other Change of Control, you and the Companys successor entity will set in
good faith the terms upon which your equity interests may be exercised, sold or
otherwise liquidated in the event you remain employed by the successor entity
for more than 24 months following said Change of Control.  If payment or provision of any amount or benefit hereunder that is
subject to Section 409A of the Internal Revenue Code of 1986, as amended (the
IRC) at the time specified herein would subject such amount or benefit to any
additional tax under Section 409A, the payment or provision of such amount or
benefit shall be postponed to the earliest commencement date on which the
payment or provision of such amount or benefit could be made without incurring
such additional tax.   In the event that the Company anticipates entering into a
transaction that may result in a Change of Control of the Company, the Company,
to the extent reasonably possible, shall undertake to have all payments from the
Company that would otherwise be parachute payments with in the meaning of
Section 280G(b)(2) (Parachute Payments) of the IRC excluded, pursuant to the
provisions of Section 280G(b)(5) of the IRC from being Parachute Payments.
 Notwithstanding anything herein to the contrary, any or all Parachute
Payments (the identity of any such Parachute Payment so subject to be determined
by the      Company in its discretion) shall be reduced to the extent that any
or all such Parachute Payments would constitute an "excess parachute payment"
under Section 280G(b)(1) of the IRC, but only to the extent the after-tax value
of amounts received by you after application of the above reduction would exceed
the after-tax value of the Parachute Payments received by you without
application of such reduction, taking into account the excise tax imposed on you
pursuant to Section 4999 of the IRC.  Furthermore, in the event payments,
benefits and/or distributions to you or for your benefit under this Agreement
are subject to the excise tax under Section 4999 of the IRC, the Company shall
make a one-time payment to you of up to $1 million, such payment not to exceed
the excise tax under Section 4999 of the IRC actually paid by you.   8. Upon any termination of employment, you agree to refrain from
soliciting any employee of the Company to terminate his/her employment or from
hiring any employee of the Company for a period of twenty four (24) months
thereafter, except that this restriction shall not apply with respect to an
executive assistant you recruit within four (4) months after the start of your
employment with the Company.  Your failure to comply with the provisions of
the previous sentence shall relieve the Company of any of its obligations
pursuant to this Agreement; provided, however, that the Company will advise you
in writing of any belief it may have of your failure to comply and provide you
with an opportunity to respond before the Company takes any definitive position.
You also agree to refrain from using any confidential or proprietary information
obtained through your employment with the Company.  You further agree to
refrain from making any statements or comments of a defamatory or disparaging
nature to third parties regarding the Company or its officers, directors,
personnel or products.  The Company agrees that its officers, directors and
human resources executives shall not make any statements or comments of a
defamatory or disparaging nature to third parties regarding you.   9. You acknowledge and agree that the Company is only willing to
enter into this Agreement (including, but not limited to, the offer of
employment, recommendation to be an employee member of the Board of Directors,
the compensation and benefits that you will receive during and after your
employment) on the condition that you accept the post-employment restrictions
set forth herein.  You acknowledge and agree that the Companys business is
very competitive and that to protect its legitimate business interests the
Company expects and requires that you not compete with it for a period of time.
 In this regard, you expressly agree that during your employment with the
Company and during the later of: (a) any period in which you continue to receive
salary payments during any Notice Period in Paragraph 6, (b) for a period of
twelve (12) months following termination of your employment pursuant to
Paragraph 7, or (c) for a period of twelve (12) months following termination of
your employment for Cause (the "Non-Competitive Period"), you shall not,
directly or indirectly, as owner, partner, joint venture, stockholder, employee,
broker, agent, principal,      trustee, corporate officer, director, licensor, consultant, or in
any other capacity engage in or work for any business on behalf of any
Competitor in which you could benefit the Competitors business or harm the
Companys business.  The restrictions set forth in this
Paragraph do not prohibit you from owning any securities of any corporation
which is engaged in such business and is publicly owned and traded but in an
amount not to exceed at any one time one percent of any class of stock or
securities of such corporation.  In addition, you shall not, directly or
indirectly, during the Non-Competitive Period, request or cause any suppliers or
customers with whom the Company or its affiliates has a business relationship to
cancel or terminate any such business relationship with the Company or its
affiliates.   For purposes of this Paragraph Competitor shall be defined as any
Company whose primary business is the manufacture,  design,
sale and/or distribution of
womens, mens or childrens apparel, footwear ,
handbags, or other non-luxury fashion
accessories.   Confidential Information as used herein shall mean information
concerning the Company that is disclosed to you or otherwise learned by you as a
result of you employment by the Company that is not generally known by
Competitors, including, but not limited to, such information concerning research
and development, trade secrets, sales, products, services, accounts, customers,
purchasers of the Companys products, marketing, packaging, merchandising,
legal, design, costing, sourcing, sales promotion, export, licensing and
distribution agreements, manufacturing, finance, technology, intellectual
property (patents, design patents, trademarks, trade dress, copyrights),
personnel, strategies, business structures, operations, ventures, or other
business affairs or plans.   If any portion of the restrictions set forth in this Paragraph
should, for any reason, whatsoever, be declared invalid by a court of competent
jurisdiction or by any arbitral or administrative determination, the validity or
enforceability of the remainder of such restrictions shall not thereby be
adversely affected, provided, however, that if you seek to take advantage of
such invalidity the Companys obligation to continue to make salary or other
payments or benefits shall also cease coterminously.   You acknowledge that the Company and its affiliates conduct
business throughout North, Central and South America, the Middle East, Asia, and
Europe, that its sales and marketing prospects are for continued expansion.
 You agree that the limitations set forth in this Paragraph are reasonable
and properly required for the adequate protection of the business of the Company
and its affiliates.  In the event any such limitation is deemed to be
unreasonable by a court of competent jurisdiction or by any arbitral or
administrative determination, you agree to the reduction of the territorial or
time limitation to the area or period which such court, administrative agency or
arbitrator(s) shall deem reasonable.        The existence of any claim or cause of action
by you against the Company, other than one related to the Company's failure to
pay you, shall not constitute a defense to the enforcement by the Company or its
affiliates of the foregoing restrictive covenants, but such claim or cause of
action shall be determined separately.   10. a. If you are terminated for Cause by the Company, you will not be
eligible for any benefits under this Agreement except COBRA or as required by
other law.  Termination for Cause shall be deemed to occur if the Board of
Directors vote to terminate your employment for (i) willful misconduct
materially injurious to the Company's interests, (ii) your willful and
material breach of duty or refusal to follow a reasonable directive from the
Board (after written notice within thirty days of the alleged acts constituting
Cause, and after affording you a reasonable opportunity to cure, if reasonable
under the circumstances), or (iii) your commission of a felony.   b. Good Reason shall mean any of the following:  (i) a
material adverse change by the Company in your duties, title, authority or
responsibilities as Chief Executive Officer of the Company, except pursuant to
Paragraph 6; (ii) a change in the lines of reporting such that you no longer
report directly and exclusively to the Board and/or its Chairman; (iii) a
reduction in your base salary or Target Bonus Award percentage; (iv) a material
breach of this Agreement by the Company; (v)
 any relocation of the
principal location of Executive's employment more than 60 miles from the
Companys current headquarters in New York City that also results in your
commuting distance from your home by more than 30 miles, (vi) the failure to
elect you to the Board pursuant to Paragraph 1 hereof; or (vii) failure by the
Company to obtain the assumption of this Agreement by any successor to the
Company.  

In the event you believe that an event giving rise to potential Good Reason
has occurred,  or is about to occur, 
you will promptly notify the Companys Chairman and Board
of Directors in writing, setting forth a reasonably detailed explanation of
the reasons
you believe Good Reason exists .
 Thereafter
,the Company will have
a reasonable opportunity to cure the alleged Good
Reason, to the extent curable, not to exceed thirty days.  c. Disability shall mean your incapacity to perform your duties
for a period of 180 consecutive days.   11. Should any disagreement, claim or controversy arise between you
and the Company with respect to this Agreement, the same shall be settled by
arbitration in New York, New York, before a single arbitrator in accordance with
the then-current national rules for resolution of employment disputes of the
American Arbitration Association, except that the parties may seek equitable
relief with respect to any breaches of Paragraphs 6 through 10 of this
Agreement.  The award of the arbitrator with respect to a claim pursuant to
this Agreement shall be enforceable in any court of competent jurisdiction and
shall be binding upon the      parties hereto.  The party substantially prevailing on claims
brought hereunder in the opinion of the arbitrator shall be entitled to recover
reasonable fees and costs associated with the arbitration.   12. The invalidity or unenforceability of any particular provision or
provisions of this Agreement shall not affect the other provisions hereof and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions had been omitted.   13. This Agreement constitutes the full and complete understanding and
agreement of the parties, supersedes all prior representations, understandings
and agreements as to your employment by the Company and cannot be prospectively
amended, changed, modified in any respect, without the written consent of the
parties, except that the Company reserves the right in its sole discretion to
make prospective changes at any time to any Company plans referenced in this
Agreement   14. This Agreement shall be binding upon and shall inure to the
benefit of successors and assigns of the Company and to you and your
heirs/estate. .  15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its provisions as to
choice of laws, except insofar as the Federal Arbitration Act may apply.   16. You may not assign your rights or duties under this Agreement
without the prior written consent of the Company, but subject to your rights
under this Agreement the Company may assign this Agreement without prior notice
to or consent from you.  This offer of employment is contingent upon your review and
execution of all of the Companys standard new-hire paperwork, as follows:   · The Company Job Application  · IRS Form W-4 (for tax withholding purposes) · Form I-9 (concerning legal eligibility for employment) · Acknowledgment of receipt of Employee Handbook and Arbitration
Agreement · Employee Code of Conduct   We are enclosing a copy of the requisite new-hire paperwork with
this Agreement.  In any event, you should familiarize yourself with it
before you sign this Agreement or otherwise accept employment with us.   If the foregoing is agreeable to you, please sign both copies of
this Agreement and return them to me.  A fully executed original will be
returned to you.          Very truly yours,   KENNETH COLE PRODUCTIONS, INC.     /s/ Kenneth D. Cole  By: Kenneth D. Cole    Agreed
to and accepted this   13th
day of April, 2008    /s/
Jill Granoff  Jill
Granoff