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, 2006


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

                        Commission File Number  1-13082

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

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

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


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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes (X)   No (  )

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.
Large accelerated filer ( )   Accelerated filer (X)  Non-accelerated filer
( )  as defined in Rule 12b-2 of the Exchange Act.

Indicated by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the 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 1, 2006
Class A Common Stock ($.01 par value)                      12,152,008
Class B Common Stock ($.01 par value)                       8,010,497

<PAGE>




                        Kenneth Cole Productions, Inc.
                              Index to 10-Q

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2006 and
December 31, 2005                                                          3

Condensed Consolidated Statements of Income for the three months
ended March 31, 2006 and 2005                                              5

Condensed Consolidated Statement of Changes in Shareholders' Equity
for the three months ended March 31, 2006                                  6

Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2006 and 2005                                              7

Notes to Condensed Consolidated Financial Statements                       8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        20

Item 3.  Quantitative and Qualitative Disclosures about Market Risk       25

Item 4.  Controls and Procedures                                          25

Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                26

Item 1A. Risk Factors                                                     26

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      26

Item 3.  Defaults Upon Senior Securities                                  26

Item 4.  Submission of Matters to a Vote of Security Holders              26

Item 5.  Other Information                                                26

Item 6.  Exhibits                                                         26

Signatures                                                                27





<PAGE>






Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>

                Kenneth Cole Productions, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheets
                                (Unaudited)

<CAPTION>
                                                March 31,         December 31,
                                                2006              2005

<S>                                            <C>                <C>
Assets
Current assets:
Cash and cash equivalents                     $ 92,692,000       $ 63,747,000
Marketable securities                           22,250,000         66,400,000
Due from factors                                42,546,000         33,975,000
Accounts receivable, net                        17,072,000         18,691,000
Inventories, net                                53,715,000         45,465,000
Prepaid expenses and other current assets        5,724,000          6,059,000
Deferred taxes, net                              3,481,000          3,340,000
                                               -----------        -----------
Total current assets                           237,480,000        237,677,000


Property and equipment, at cost, less
accumulated depreciation and amortization       45,596,000         42,975,000

Other assets:
 Deferred taxes, net                            14,455,000         14,832,000
 Deposits and sundry                            18,060,000         16,776,000
 Deferred compensation plans' assets            30,361,000         28,411,000
                                               -----------        -----------
Total other assets                              62,876,000         60,019,000
                                               -----------        -----------

Total assets                                 $ 345,952,000      $ 340,671,000
                                               ===========        ===========

</TABLE>

      See accompanying notes to condensed consolidated financial statements.
<PAGE>













<TABLE>

                Kenneth Cole Productions, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheets (continued)
                                (Unaudited)

<CAPTION>
                                                March 31,         December 31,
2006 2005
<S>                                            <C>                <C>
Liabilities and shareholders' equity
Current liabilities:
 Accounts payable                             $ 33,387,000       $ 31,129,000
 Accrued expenses and other current liabilities  8,599,000          8,775,000
 Short-term borrowings                           3,000,000          3,000,000
 Deferred income                                 3,968,000          3,835,000
 Income taxes payable                            1,731,000          3,832,000
                                               -----------        -----------
Total current liabilities                       50,685,000         50,571,000
                                               -----------        -----------
Accrued rent and other long-term liabilities    17,756,000         17,029,000
Deferred compensation plans' liabilities        30,361,000         28,411,000

Commitments and contingencies

Shareholders' equity:
   Series A Convertible Preferred Stock, par value
   $1.00, 1,000,000 shares authorized,
   none outstanding
   Class A Common Stock, par value $.01,
   20,000,000 shares authorized; 15,536,457
   and 15,573,961 issued as of March 31, 2006
   and December 31, 2005, respectively             155,000            156,000
   Class B Common Stock, par value $.01,
   9,000,000 shares authorized; 8,010,497
   issued and outstanding as of March 31, 2006
   and December 31, 2005, respectively              80,000             80,000
   Additional paid-in capital                   88,638,000         89,351,000
   Deferred compensation                                --         (3,397,000)
   Accumulated other comprehensive income        1,628,000          1,257,000
   Retained earnings                           236,805,000        237,369,000
                                               -----------        -----------
                                               327,306,000        324,816,000
   Class A Common Stock in treasury, at
   cost, 3,388,400 shares as of March 31, 2006
   and December 31, 2005                       (80,156,000)       (80,156,000)
                                               -----------        -----------
Total Shareholders' Equity                     247,150,000        244,660,000
                                               -----------        -----------

Total Liabilities and Shareholders' Equity   $ 345,952,000      $ 340,671,000
                                               ===========        ===========
</TABLE>

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

                Kenneth Cole Productions, Inc. and Subsidiaries
                    Condensed Consolidated Statements of Income
                                (Unaudited)

<CAPTION>
                                  Three Months Ended
                                      March 31,

                                 2006              2005
<S>                        <C>                   <C>
Net sales                 $ 112,201,000         $ 120,292,000
Royalty revenue              10,374,000             9,606,000
                            -----------           -----------
Net revenues                122,575,000           129,898,000
Cost of goods sold           71,278,000            73,732,000
                            -----------           -----------
Gross profit                 51,297,000            56,166,000

Selling, general and
administrative expenses      47,647,000            44,982,000
                            -----------           -----------
Operating income              3,650,000            11,184,000
Interest and other
 income, net                  1,252,000               517,000
                            -----------           -----------
Income before provision
 for income taxes             4,902,000            11,701,000
Provision for income
taxes                         1,838,000             4,212,000
                            -----------           -----------
Net income                  $ 3,064,000           $ 7,489,000
                            ===========           ===========

Earnings per share:

         Basic                    $0.15                 $0.38
         Diluted                  $0.15                 $0.37

Dividends declared per
 share                            $0.18                 $0.16

Shares used to compute
earnings per share:

         Basic               20,109,000            19,735,000
         Diluted             20,422,000            20,185,000

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





<TABLE>
                Kenneth Cole Productions, Inc. and Subsidiaries
      Condensed Consolidated Statement of Changes in Shareholders' Equity
                              (Unaudited)
<CAPTION>
                                Class A                    Class B
                               Common Stock                Common Stock
                               Number                      Number
                               of shares        Amount     of shares    Amount
<S>                            <C>            <C>          <C>          <C>
Shareholders' equity
   January 1, 2006              15,573,961    $156,000      8,010,497   $80,000

Net income

 Translation adjustment
 for foreign currency,
 net of taxes of ($8,400)

 Forward contracts, net of
 taxes of $108,000

 Unrealized gain on available
 for sale securities, net
 of taxes of $123,000

Comprehensive income

Reversal of deferred
 compensation upon
 adoption of SFAS 123R            (138,182)     (1,000)

Stock-based compensation
 expense, net of forfeitures

Exercise of stock options,
 and related tax benefits of
 $84,000                            96,033

Issuance of Class A
 Common Stock for ESPP               4,609

Dividends paid on Common
 Stock Class A and B                    36
                                -----------------------------------------------
Shareholders' equity
   March 31, 2006               15,536,457    $155,000      8,010,497   $80,000
                                ===============================================

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




<TABLE>
                Kenneth Cole Productions, Inc. and Subsidiaries
      Condensed Consolidated Statement of Changes in Shareholders' Equity
                              (Unaudited)
<CAPTION>

                                        Additional            Deferred
                                        Paid-in Capital       Compensation
<S>                                     <C>                   <C>
Shareholders' equity
   January 1, 2006                      $89,351,000          $(3,397,000)

Net income

 Translation adjustment
 for foreign currency,
 net of taxes of ($8,400)

 Forward contracts, net of
 taxes of $108,000

 Unrealized gain on available
 for sale securities, net
 of taxes of $123,000

Comprehensive income

Reversal of deferred
 compensation upon
 adoption of SFAS 123R                   (3,396,000)           3,397,000

Stock-based compensation
 expense, net of forfeitures                671,000

Exercise of stock options,
 and related tax benefits of
 $84,000                                  1,911,000

Issuance of Class A
 Common Stock for ESPP                      100,000

Dividends paid on Common
 Stock Class A and B                          1,000
                                -----------------------------------------------
Shareholders' equity
   March 31, 2006                       $88,638,000                   --
                                ===============================================

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







<TABLE>
                Kenneth Cole Productions, Inc. and Subsidiaries
      Condensed Consolidated Statement of Changes in Shareholders' Equity
                              (Unaudited)
<CAPTION>

                                  Accumulated Other
                                  Comprehensive             Retained
                                  Income                    Earnings
<S>                               <C>                       <C>
Shareholders' equity
   January 1, 2006                $1,257,000                $237,369,000

Net income                                                     3,064,000

 Translation adjustment
 for foreign currency,
 net of taxes of ($8,400)            (14,000)

 Forward contracts, net of
 taxes of $108,000                   180,000

 Unrealized gain on available
 for sale securities, net
 of taxes of $123,000                205,000

Comprehensive income

Reversal of deferred
 compensation upon
 adoption of SFAS 123R

Stock-based compensation
 expense, net of forfeitures

Exercise of stock options,
 and related tax benefits of
 $84,000

Issuance of Class A
 Common Stock for ESPP

Dividends paid on Common
 Stock Class A and B                                          (3,628,000)
                                -----------------------------------------------
Shareholders' equity
   March 31, 2006                 $1,628,000                $236,805,000
                                ===============================================

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




<TABLE>
                Kenneth Cole Productions, Inc. and Subsidiaries
      Condensed Consolidated Statement of Changes in Shareholders' Equity
                              (Unaudited)
<CAPTION>
                                     Treasury Stock
                                Number
                                of Shares         Amount          Total
<S>                             <C>              <C>             <C>
Shareholders' equity
   January 1, 2006              (3,388,400)     $(80,156,000)    $244,660,000

Net income                                                          3,064,000

 Translation adjustment
 for foreign currency,
 net of taxes of ($8,400)                                             (14,000)

 Forward contracts, net of
 taxes of $108,000                                                    180,000

 Unrealized gain on available
 for sale securities, net
 of taxes of $123,000                                                 205,000
                                                                 ------------
Comprehensive income                                                3,435,000

Reversal of deferred
 compensation upon
 adoption of SFAS 123R                                                     --

Stock-based compensation
 expense, net of forfeitures                                          671,000

Exercise of stock options,
 and related tax benefits of
 $84,000                                                            1,911,000

Issuance of Class A
 Common Stock for ESPP                                                100,000

Dividends paid on Common
 Stock Class A and B                                               (3,627,000)
                                -----------------------------------------------
Shareholders' equity
   March 31, 2006               (3,388,400)     $(80,156,000)    $247,150,000
                                ===============================================

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






<TABLE>
                Kenneth Cole Productions, Inc. and Subsidiaries
	            Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)
<CAPTION>
                                                      Three Months Ended
                                                           March 31,
                                                       2006           2005
<S>                                                  <C>            <C>
Cash flows from operating activities
Net income                                          $ 3,064,000    $ 7,489,000
Adjustments to reconcile net income to net cash
 used in operating activities:
 Depreciation and amortization                        2,712,000      2,174,000
 Unrealized (gain) on deferred compensation plans    (1,393,000)      (544,000)
 Provision for doubtful accounts                         43,000         34,000
 Benefit for deferred taxes                             236,000     (1,071,000)
 Unrealized gains from available-for-sale securities   (205,000)            --
 Stock-based compensation expense                       671,000             --
 Changes in operating assets and liabilities:
  Increase in due from factors                       (8,571,000)   (16,818,000)
  Decrease in accounts receivable                     1,576,000      5,924,000
  Increase in inventories                            (8,070,000)    (3,213,000)
  Decrease in prepaid expenses and other
  current assets                                        335,000         48,000
  Increase in other assets                           (1,431,000)    (1,913,000)
  Increase/(decrease) in accounts payable             2,258,000     (7,521,000)
  Increase in deferred income, accrued expenses and
  other current liabilities                             (55,000)       564,000
  (Decrease)/increase in income taxes payable        (2,101,000)     1,416,000
  Increase in other long-term liabilities             2,677,000      3,720,000
                                                   ----------------------------
Net cash used in operating activities                (8,254,000)    (9,711,000)
Cash flows from investing activities
Acquisition of property and equipment                (5,333,000)    (1,348,000)
Proceeds from sale of marketable securities          44,150,000             --
Purchases of marketable securities and other
investments                                                  --     (5,100,000)
                                                   ----------------------------
Net cash provided by (used in) investing activities  38,817,000     (6,448,000)
Cash flows from financing activities
Tax benefit from stock options                           84,000        167,000
Proceeds from exercise of stock options               1,827,000        755,000
Proceeds from employee stock purchase plan              100,000         59,000
Dividends paid to shareholders                       (3,627,000)    (3,160,000)
                                                   ----------------------------
Net cash used in financing activities                (1,616,000)    (2,179,000)
Effect of exchange rate changes on cash                  (2,000)        55,000
                                                   ----------------------------
Net increase/(decrease) in cash                      28,945,000    (18,283,000)
Cash, beginning of period                            63,747,000     80,014,000
                                                   ----------------------------
Cash, end of period                                 $92,692,000    $61,731,000
                                                   ============================

Supplemental disclosures of cash flow information
Cash paid during the period for:
 Interest                                               $64,000         $2,000
Income taxes, net                                    $3,725,000     $3,700,000
</TABLE>

       See accompanying notes to condensed consolidated financial statements.
<PAGE>


                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                (Unaudited)

1.  Basis of Presentation

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

       Operating results for the three months ended March 31, 2006 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2006.  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, 2005.

       The consolidated balance sheet at December 31, 2005, 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, 2005.

       Certain amounts in the Company's previous financial statements have been
reclassified to conform to the 2006 presentation.


<PAGE>













                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                              (Unaudited)

2.  Stock-Based Compensation

       Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123R, "Share Based Payment" ("SFAS 123R"). The Company
elected to use the modified prospective transition method; therefore, prior
period results were not restated. Prior to the adoption of SFAS 123R, stock-
based compensation expense related to stock options was not recognized in the
results of operations if the exercise price was at least equal to the market
value of the common stock on the grant date, in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." As
a result, the recognition of stock-based compensation expense was generally
limited to the expense attributed to restricted stock unit awards and stock
option modifications.

       SFAS 123R requires all share-based payments to employees, including
grants of employee stock options, to be recognized as compensation expense over
the service period (generally the vesting period) in the consolidated financial
statements based on their fair values. Under the modified prospective method,
awards that were granted, modified, or settled on or after January 1, 2006 are
measured and accounted for in accordance with SFAS 123R. Unvested equity-based
awards that were granted prior to January 1, 2006 will continue to be accounted
for in accordance with SFAS 123, except that all awards are recognized in the
results of operations over the remaining vesting periods. The impact of
forfeitures that may occur prior to vesting is also estimated and considered in
the amount recognized. Also, the realization of tax benefits in excess of
amounts recognized for financial reporting purposes will be recognized in the
Consolidated Statement of Cash Flows as a financing activity rather than an
operating activity as it was classified in the past.  In addition, the
Company's Employee Stock Purchase Plan (the "Plan") is now considered
compensatory under SFAS 123R, due to the Plan's lookback feature and 15%
purchase price discount.

       The Company has stock-based compensation plans under which directors,
officers and other eligible employees receive stock options and other equity-
based awards. The plans provide for the grant of stock options, restricted
stock awards and other stock unit awards.  Historically, stock options have
been granted to broad groups of employees on a discretionary basis. Recently,
the Company's equity-based compensation program has migrated toward an emphasis
on restricted stock awards.

       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.

<PAGE>






                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               (Unaudited)

2.  Stock-Based Compensation (continued)

       The following table summarizes stock option activity for the three
months ended March 31, 2006:

<TABLE>
<CAPTION>
                                                                   Weighted
                                                                   average
                                                                   exercise
                                                                   price per
                                              Shares               share
                                              -------------------------------
<S>                                           <C>                   <C>
Outstanding as of January 1, 2006              2,600,717            $23.64
Granted                                               --                --
Exercised                                        (96,033)           $19.03
Forfeited                                       (195,699)           $28.08
                                              -----------
Outstanding as of March 31, 2006               2,308,985            $23.44
                                              -----------
Exercisable as of March 31, 2006               1,961,319            $26.65
                                              ===========
</TABLE>

       The weighted average remaining term for stock options outstanding and
exercisable was 5.6 years and 5.3 years, respectively at March 31, 2006. The
aggregate intrinsic value at March 31, 2006 was $12.5 million for stock options
outstanding and $10.6 million for stock options exercisable. The intrinsic
value for stock options is calculated based on the exercise price of the
underlying awards and the market price of our common stock as of the reporting
date.  The total fair value of shares vested during the three months ending
March 31, 2006 and 2005 was $2.1 million and $3.7 million, respectively.

       The following table summarizes unvested restricted stock unit activity
for the three months ended March 31, 2006:
<TABLE>
<CAPTION>
                                                   Shares
                                                  -------
<S>                                               <C>
Unvested as of January 1, 2006                    138,182
Granted                                                --
Vested                                                 --
Forfeited                                         (26,000)
                                                  --------
Unvested as of March 31, 2006                     112,182
                                                  ========
</TABLE>
<PAGE>



                 Kenneth Cole Productions, Inc. and Subsidiaries
               Notes to Condensed Consolidated Financial Statements
                                 (Unaudited)

2.  Stock-Based Compensation (continued)

       Proceeds received from the exercise of stock options were approximately
$1.8 million and $0.8 million during the three months ended March 31, 2006 and
2005, respectively. The intrinsic value related to the exercise of stock
options was $0.7 million and $0.5 million for the three months ended
March 31, 2006 and 2005, respectively, which is currently deductible for tax
purposes.

       The following table summarizes the pro forma effect of stock-based
compensation as if the fair value method of accounting for stock compensation
had been applied for the three months ended March 31, 2005.

<TABLE>
<CAPTION>
                                                  Three months
                                                  ended March
                                                  31, 2005
                                                  ------------
<S>                                               <C>
Net income, as reported                           $7,489,000

Deduct:  Stock-based employee compensation
expense determined under fair value method,
net of related tax effects                        (1,201,000)
                                                  ------------
Pro forma net income                              $6,288,000
                                                  ============

Earnings per share:
Basic - as reported                                   $ .38
Basic - pro forma                                     $ .32

Diluted - as reported                                 $ .37
Diluted - pro forma                                   $ .31

</TABLE>

       In 2005, the Company accelerated the vesting of 250,000 "out-of-the-
money" stock options held by Kenneth D. Cole.   The estimated future expense
recognition that was eliminated was approximately $2,115,000.  Also in 2005,
the Company accelerated the vesting of 224,500 stock options held by various
employees.  The estimated future expense recognition that was eliminated was
approximately $1,400,000.

<PAGE>








                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                 (Unaudited)

2.  Stock-Based Compensation (continued)

       The following table summarizes the components and classification of
stock-based compensation expense for the three months ended March 31, 2006.
No stock-based compensation expense was recorded during the three months ended
March 31, 2005.

<TABLE>
<CAPTION>
                                                        Three months
                                                        ended  March
                                                        31, 2006
                                                        -------------
<S>                                                     <C>
Stock options                                           $532,000
Restricted stock units and employee
stock purchase plan                                      139,000
                                                        -------------
Total stock-based compensation expense                  $671,000
                                                        =============
Selling, general, & administrative expenses             $671,000
                                                        =============
</TABLE>
       Tax benefits were attributed to the stock-based compensation expense.
The Company elected to adopt the alternative method of calculating the
historical pool of windfall tax benefits as permitted by FASB Staff Position
(FSP) No. SFAS 123R-c, "Transition Election Related to Accounting for the Tax
Effects of Share-Based Payment Awards." This is a simplified method to
determine the pool of windfall tax benefits that is used in determining the tax
effects of stock compensation in the results of operations and cash flow
reporting for awards that were outstanding as of the adoption of SFAS 123R.

       The fair value of stock options was estimated using the Black-Scholes
option-pricing model. This model requires the input of subjective assumptions
that will usually have a significant impact on the fair value estimate. The
assumptions for the current period grants were developed based on SFAS 123R and
SEC guidance contained in Staff Accounting Bulletin (SAB) No. 107, "Share-Based
Payment." The following table summarizes the assumptions used to compute the
weighted average fair value of stock option grants.
<TABLE>
<CAPTION>
                                          Three months          Three months
                                          ended  March          ended  March
                                          31, 2006              31, 2005
                                          ----------------------------------
<S>                                       <C>                   <C>
Weighted-average volatility                66.1%                 63.7%
Risk-free interest rate                    3.2% to 5.0%          3.2% 5.8%
Weighted-average dividend yield            0.5%                  0.9%
Expected Term                              3-9 years             3-9 years
</TABLE>
<PAGE>
                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               (Unaudited)

2.  Stock-Based Compensation (continued)

       The weighted average volatility for the current period was developed
using historical volatility for periods equal to the expected term of the
options. Prior to fiscal 2006, historical volatility was also used. An
increase in the weighted average volatility assumption will increase stock
compensation expense.  The expected volatility used in the calculation of the
Company's stock-based compensation expense ranges from 42.7% to 69.4%.

       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.
An increase in the risk-free interest rate will increase stock compensation
expense.

       The dividend yield is a ratio that estimates the expected dividend
payments to shareholders.  The dividend yield is calculated by using the
dividends declared per share and the Company's stock price on the date of
grant.  The yields used in the calculation of the Company's stock-based
compensation expense range from 0% to 2.4%.

       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. An increase in the expected holding period
will increase stock compensation expense.

       The fair value of restricted stock was calculated by multiplying the
Company's stock price on date of grant by the number of shares granted.  This
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 was reduced for estimated forfeitures
prior to vesting primarily based on historical annual forfeiture rates and by
employee classification ranging from 15% to 30% for stock options, and 10% to
15% for restricted stock. Estimated forfeitures will be reassessed in
subsequent periods and may change based on new facts and circumstances.

       As of March 31, 2006, approximately $5.3 million of unrecognized stock
compensation related to unvested awards (net of estimated forfeitures) is
expected to be recognized over a weighted-average period of 2.3 years.

       In accordance with the guidance set forth in SFAS 123R, the Company
reversed the deferred compensation amount in Shareholders' Equity related to
restricted stock as of January 1, 2006, and as such, all future compensation
cost will be charged to compensation expense.

<PAGE>





               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 is calculated by dividing
net income by weighted average common shares outstanding.  Diluted earnings per
share is calculated similarly, except that it includes the dilutive effect of
the assumed exercise of securities under the Company's stock incentive plans.

<TABLE>
<CAPTION>
                                               Three Months Ended
                                          March 31,        March 31,
                                          2006             2005
                                          ------------------------------
<S>                                       <C>               <C>
Weighted average common
 shares outstanding                        20,109,000        19,735,000
Effect of dilutive securities:
  Restricted stock & ESPP                          --                --
  Stock options                               313,000           450,000
                                          -----------       -----------
Weighted average common
 shares outstanding and common
 share equivalents                         20,422,000        20,185,000
                                          ===========       -----------

</TABLE>

Stock options outstanding as of March 31, 2006 and 2005, aggregating 864,167
and 914,292, respectively, have not been included in the diluted per share
calculations since their effect would be antidilutive. Restricted stock units
aggregating 112,182 as of March 31, 2006 have not been included in the diluted
per share calculations since their effect would be antidilutive.  There were
no outstanding restricted stock units as of March 31, 2005.

4.  Comprehensive Income

       Comprehensive income is comprised of net income, the effect of foreign
currency translation, changes in unrealized gains and losses on forward
exchange contracts and available-for-sale securities.   Comprehensive income
for the three-month periods ended March 31, 2006 and 2005 amounted to
$3,435,000 and $7,253,000, respectively.

5.  Derivative Instruments and Hedging Activities

       In the normal course of business, the Company routinely enters into
forward contracts in anticipation of future purchases of inventory denominated
in Euros.  These forward contracts are used to hedge against the Company's

 <PAGE>



                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               (Unaudited)

5.  Derivative Instruments and Hedging Activities (continued)

exposure to changes in Euro exchange rates
to protect the purchase price of merchandise under such commitments and are
not held for the purpose of trading or speculation. The Company has classified
these contracts as cash flow hedges in accordance with SFAS No. 133
"Accounting for Derivative Instruments and Hedge Activities."

       The Company had outstanding forward contracts of $3,000,000 at March 31,
2006 with maturity dates through May 2006.

       All terms and conditions of the Company's forward contracts are included
in the measurement of the related hedge effectiveness.  The critical terms of
the forward contracts are the same as the underlying forecasted transactions.
As a result, changes in the fair value of the contracts should be highly
effective in offsetting changes in the expected cash flows from the forecasted
transactions.  No gains or losses related to ineffectiveness of cash flow
hedges were recognized in earnings during the three months ended March 31,
2006.  At March 31, 2006, the notional amount of the Company's forward
contracts was $3,000,000, and resulted in an unrealized loss of approximately
$4,000, net of taxes, which was included in Other Comprehensive Income in the
Company's Condensed Consolidated Statement of Changes in Shareholders' Equity
and as a decrease to inventory, the underlying exposure on the Balance Sheet.
The Company expects to reclassify all of the unrealized loss from Other
Comprehensive Income into earnings within the next two months due to the
actual executions of foreign exchange contracts to purchase merchandise and
the ultimate sale of that merchandise.

6.  Segment Information

       The Company has three reportable segments: Wholesale, Consumer Direct
and Licensing.  The Company's reportable segments are business units that offer
different products and services or similar products through different channels
of distribution.  The Wholesale segment designs, sources and markets a broad
range of quality footwear and handbags for wholesale distribution.  The
Consumer Direct segment markets 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 price retail
stores, outlet stores, catalogs and e-commerce (at website addresses
www.kennethcole.com and www.kennethcolereaction.com).  The Licensing segment
earns royalties on licensee sales to third parties of the Company's branded
products and royalties on the purchase and sale to foreign retailers or to
distributors in foreign countries.  The Company maintains control over

<PAGE>







                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               (Unaudited)

6.  Segment Information (continued)

quality and image and allows licensees to sell primarily to channels of
distribution the same as, similar to or otherwise consistent with those of the
Company's Wholesale segment.  The Company evaluates performance and allocates
resources based on profit or loss before elimination of intersegment profit,
unallocated corporate overhead, stock-based compensation expense and income
taxes for each segment.  The Wholesale segment is evaluated on income from
operations before income taxes.  The Consumer Direct segment is evaluated on
profit or loss from operations before unallocated corporate overhead and income
taxes.  The Licensing segment is evaluated on royalties earned and pretax
segment profit.  Intersegment sales between the Wholesale and Consumer Direct
segment include a markup, which is eliminated in consolidation.

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

<TABLE>
<CAPTION>
                                             Three Months Ended
                                               March 31, 2006
                                               --------------
                                              Consumer
                                 Wholesale    Direct      Licensing   Totals
                                 ---------------------------------------------
<S>                              <C>          <C>         <C>         <C>
Revenues from external
 customers                       $75,866      $36,335     $10,374     $122,575
Intersegment revenues             $8,801           --          --       $8,801
Segment income (1)                $9,111      ($7,812)     $8,161       $9,460
Segment assets                  $283,773      $59,968      $5,245     $348,986


                                             Three Months Ended
                                               March 31, 2005
                                               --------------
                                              Consumer
                                 Wholesale    Direct      Licensing   Totals
                                 ---------------------------------------------
<S>                              <C>          <C>         <C>         <C>
Revenues from external
 customers                       $79,937      $40,355      $9,606     $129,898
Intersegment revenues            $10,200           --          --      $10,200
Segment income (1)               $11,103      ($1,974)     $7,622      $16,751
Segment assets                  $255,203      $51,869      $4,271     $311,343

</TABLE>
(1)  Before elimination of intersegment profit, unallocated corporate overhead,
stock-based compensation expense and income taxes.

<PAGE>

                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               (Unaudited)

6.  Segment Information (continued)

The reconciliation of the Company's reportable segment revenues, profit and
loss, and assets are as follows (in thousands):

<TABLE>
<CAPTION>
                                               Three Months Ended
                                     March 31, 2006       March 31, 2005
                                     --------------       --------------
<S>                                    <C>                  <C>
Revenues
--------
Revenues for external customers        $122,575             $129,898
Intersegment revenues                     8,801               10,200
Elimination of intersegment revenues     (8,801)             (10,200)
                                     -----------           ----------
   Total consolidated revenues         $122,575             $129,898
                                     ===========           ==========

<S>                                    <C>                  <C>
Income
--------
Total profit for reportable segments     $9,460              $16,751
Elimination of intersegment profit,
stock- based compensation expense and
unallocated corporate overhead           (4,558)              (5,050)
                                     -----------           ----------
   Total income before income taxes      $4,902              $11,701
                                     ===========           ==========

<S>                                    <C>                  <C>
Assets
--------
Total assets for reportable segments   $348,986             $311,343
Elimination of intersegment
inventory profit                         (3,034)              (3,464)
                                     -----------           ----------
    Total consolidated assets          $345,952             $307,879
                                     ===========           ==========

</TABLE>

Revenues from international customers were approximately 2.6% and 3.0% of the
Company's consolidated revenues for the three months ended March 31, 2006 and
2005, respectively.

<PAGE>






                Kenneth Cole Productions, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               (Unaudited)

7.  Related Party

       The Company has an exclusive license agreement with Iconix Brand Group,
Inc., formerly Candies, Inc., and its trademark holding company, IP Holdings,
LLC ("Candies"), to use the Bongo trademark in connection with worldwide
manufacture, sale and distribution of women's, men's and children's footwear.
The Chief Executive Officer and Chairman of Candies is the brother of the
Company's Chief Executive Officer and Chairman.  The initial term of the
agreement is through December 31, 2007, with options to renew through December
31, 2016 based upon the Company reaching certain sales thresholds.  During
these periods, the Company is obligated to pay Candies a percentage of net
sales based upon the terms of the agreement.  The Company recorded
approximately $350,000 and $315,000 in royalty and advertising expense to
Candies for the three months ended March 31, 2006 and 2005, respectively.

8.  Legal Proceedings

       In April 2005, a purported class action lawsuit was filed against the
Company in the Superior Court of California for the County of San Diego.  The
individual plaintiff is a floor supervisor in one of the Company's retail
stores who purports to bring suit on behalf of him and other similarly
situated current and former floor supervisors.  Among other claims, the
plaintiff alleges that he and other floor supervisors worked hours for which
they were entitled to receive, but did not receive, overtime compensation
under California law.  The lawsuit seeks damages, penalties, restitution,
equitable relief, interest and attorneys' fees and costs.  The Company denies
the allegations in the complaint and plans to defend the action vigorously.
The Company does not believe that the outcome will have a material adverse
effect on its business operations.

       In September 2004, a purported class action lawsuit was filed against
the Company in the Superior Court of California for the County of Los Angeles.
The individual plaintiffs are current or former store managers or assistant
managers who purport to bring suit on behalf of themselves and other similarly
situated store managers and assistant managers.  Among other claims, the
plaintiffs allege that they worked hours for which they were entitled to
receive, but did not receive, overtime compensation under California law.  The
lawsuit sought damages, penalties, restitution, reclassification and
attorneys' fees and costs.  In January 2006, the Company reached an agreement
in principle to settle the matter, and the parties filed a fully executed
Stipulation of Class Settlement and Release. The Court signed and entered an
order granting preliminary approval to the settlement.  The settlement
provides for a maximum settlement of $900,000, which includes all payments to
class members, incentive awards, attorney's fees and administration costs.
While there is still uncertainty relating to the ultimate settlement amount,
the Company believes that its reserves as of March 31, 2006 are adequate.

       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.

<PAGE>

                 Kenneth Cole Productions, Inc. and Subsidiaries
               Notes to Condensed Consolidated Financial Statements
                                (Unaudited)


9. Subsequent Events

       On April 27, 2006 the Company's Board of Directors declared a quarterly
cash dividend of $0.18 per share payable on June 15, 2006, which will be paid
to shareholders of record at the close of business on May 23, 2006.

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Forward-Looking Statements Disclosure

       The statements contained in this report which are not historical facts,
including, without limitation, statements that relate to future performance
and/or statements regarding the Company's anticipated results or level of
business for 2006 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 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

	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, 2005.

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, and Tribeca brand
names.  In addition, the Company, through a license agreement, has the rights to
use the Bongo trademark for footwear.  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 more than 6,000 department and
specialty store locations, as well as through its Consumer Direct business,

<PAGE>
which includes an expanding base of retail and outlet stores, consumer catalogs
and websites, including online e-commerce.  The Company believes the diversity
of its product offerings 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.

       The popularity of the Kenneth Cole brand names among consumers has
enabled the Company to expand its product offerings and channels of
distribution through licensing agreements.  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, sunglasses,
prescription eyewear, watches, fragrance, swimwear, luggage, hosiery and small
leather goods.  Women's product categories currently being sold pursuant to
license agreements include sportswear, small leather goods, belts, scarves and
wraps, hosiery, leather and fabric outerwear, sunglasses, prescription eyewear,
watches, jewelry, fragrance, swimwear, and luggage.  In addition, the Company
licenses its home collection and boys' and girls' apparel under the Kenneth
Cole Reaction brand, which further broadens the Kenneth Cole lifestyle
collection.

       The Company recorded net revenues of $122.6 million for the three months
ended March 31, 2006; a 5.6% decrease over the comparable period in the prior
year, and diluted earnings per share decreased 59.5% to $0.15 from $0.37 over
the first quarter of 2005.  The Company's balance sheet reflected $115.0
million in cash and marketable securities, and had $3.0 million in short-term
borrowings as of March 31, 2006.  The Company is in the midst of a strategic
initiative to elevate and reposition its brands. The Company believes that the
repositioning of its brands will place the Company in the best position to
benefit from the consolidation in the retail marketplace, and to enable the
Company's brands to reach their potential. As such, the Company continues to
focus on designing and delivering high quality, fashionable products, creating
efficient and compelling retail environments, and maintaining close
partnerships with its licensees to ensure brand quality and distribution
integrity.

<PAGE>


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, 2006 and March 31, 2005.
<TABLE>
<CAPTION>
                                          Three Months Ended
                                              March 31,
                                      2006                    2005
                                     ------------------------------------------
         <S>                          <C>         <C>         <C>        <C>
         Net sales                    $112,201     91.5%      $120,292    92.6%
         Royalty revenue                10,374      8.5          9,606     7.4
                                     ------------------------------------------
         Net revenues                  122,575    100.0        129,898   100.0
         Gross profit (1)               51,297     41.8         56,166    43.2
         Selling, general
         & administrative expenses      47,647     38.9         44,982    34.6
                                     ------------------------------------------
         Operating income                3,650      3.0         11,184     8.6
         Interest income, net            1,252      1.0            517     0.4
                                     ------------------------------------------
         Income before income taxes      4,902      4.0         11,701     9.0
         Income tax expense              1,838      1.5          4,212     3.2
                                     ------------------------------------------
         Net income                     $3,064      2.5         $7,489     5.8
                                     ==========================================

</TABLE>

(1)  Gross Profit may not be comparable to other entities, since some entities
include the costs related to their distribution network in cost of goods sold
and others entities, similar to the Company, exclude these costs from gross
profit, including them instead in a line item such as selling, general and
administrative expenses.

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

REVENUES:  Consolidated net revenues decreased $7.3 million, or 5.6%, to $122.6
million for the three months ended March 31, 2006 from $129.9 million for the
three months ended March 31, 2005.  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 $4.1 million, or 5.1% to $75.9 million, for
the three months ended March 31, 2006 from $79.9 million for the three months
ended March 31, 2005.  The decrease is due to a decline in sales throughout
most of its Wholesale divisions, primarily the result of a slower than
anticipated start-up of a new third-party distribution center that the Company
began using in March 2006, which shifted approximately $7.0 million of
shipments from March into April, offset by a 17.3% increase in sales of
Reaction women's footwear.  If the $7.0 million of Wholesale orders had
shipped in March, Wholesale sales would have increased by approximately 4.6%.

<PAGE>
Net sales in the Company's Consumer Direct segment decreased $4.0 million, or
10.0%, to $36.3 million for the three months ended March 31, 2006 from $40.4
million for the three months ended March 31, 2005.  The decrease in net sales
is due primarily to a decrease in comparable store sales of $4.8 million or
13.5%, offset by an increase of $1.0 million related to new stores opened in
2006 and that portion of 2006 sales for stores not open for all of 2005.  The
remaining decrease of $0.2 million resulted from the Company's Internet/Catalog
sales.  The Company believes that the lack of an effective strategy for the
Company's retail stores to execute the elevation strategy contributed
significantly to the decline in Consumer Direct results.  In addition, the
Company believes it did not adequately customize its product mix by specific
markets, and elevated its prices too abruptly.  The Company is developing
initiatives to address these items.

LICENSING REVENUE:  Royalty revenue increased 8.0% to $10.4 million for the
three months ended March 31, 2006 from $9.6 million for the three months ended
March 31, 2005.   The increase in licensing revenues was primarily attributable
to the incremental minimum royalties from the Company's existing licensees, as
well as additional royalties from two Reaction licensees related to womens'
sportswear and the home collection.

GROSS PROFIT:  Consolidated gross profit, as a percentage of net revenues,
decreased to 41.9% for the three months ended March 31, 2006 from 43.2%
for the three months ended March 31, 2005.  This decrease was primarily a
result of decreases in the Consumer Direct margins due to increased clearance
activity and the change in 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 decreased revenues as a percentage of net revenues of 29.6% for
the three months ended March 31, 2006 compared to 31.1% for the three months
ended March 31, 2005, while the Wholesale segment revenues as a percentage of
net revenues increased to 61.9% for the three months ended March 31, 2006 from
61.5% for the three months ended March 31, 2005.  The revenues in the Licensing
segment, which carries no cost of goods sold, increased as a percentage of
revenue to 8.5% for the three months ended March 31, 2006 compared to 7.4% for
the three months ended March 31, 2005.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:  Selling, general and
administrative expenses, including warehousing and receiving expenses,
increased 5.9% to $47.6 million (or 38.9% of net revenues) for the three months
ended March 31, 2006 from $44.9 million (or 34.6% of net revenues) for the
three months ended March 31, 2005.  Expenses, as a percentage of net revenues,
increased primarily due increases in fixed costs from new and expanding retail
stores, the Company's loss of leverage on its comparable stores' sales base,
and lower Wholesale sales due to the slower-than-anticipated start-up of a new
third-party distribution facility that resulted in approximately $7.0 million
in Wholesale orders being moved from the first quarter 2006 to the second
quarter 2006. In addition, the impact of the adoption of SFAS 123R contributed
to a $0.7 million increase, or 1% as a percentage of net revenues, in expenses.

INTEREST AND OTHER INCOME:  Interest and other income increased to $1.3 million
for the three months ended March 31, 2006 from $0.5 million for the three
months ended March 31, 2005.  The increase was primarily due to an average
higher rate of return on investments.

<PAGE>

INCOME TAXES:  The Company's effective tax rate increased to 37.5% for the
three months ended March 31, 2006 from 36.0% for the three months ended March
31, 2005.  The lower rate in 2005 was due to a temporary provision that allowed
U.S. companies to repatriate earnings from their foreign subsidiary at a
reduced tax rate.

NET INCOME:  As a result of the foregoing, net income decreased 59.1% for the
three months ended March 31, 2006 to $3.1 million (2.5% of net revenues) from
$7.5 million (5.8% of net revenues) for the three months ended March 31, 2005.

New Accounting Pronouncements

       The Company adopted SFAS 123R on January 1, 2006 using the modified
prospective method. Under this method, the Company is required to recognize
compensation cost, on a prospective basis, for the portion of outstanding
awards for which the requisite service has not yet been rendered as of January
1, 2006, based upon the grant-date fair value of those awards calculated under
SFAS 123 for pro forma disclosure purposes. Under SFAS 123R, the Company is
required to measure the cost of services received in exchange for stock options
and similar awards based on the grant-date fair value of the award and
recognize this cost in the income statement over the period during which an
award recipient is required to provide service in exchange for the award. The
pro forma disclosures previously permitted under SFAS 123 no longer will be an
alternative to financial statement recognition. The Company's equity-based
compensation program has migrated toward an emphasis on restricted stock awards.
Total compensation cost related to nonvested awards not yet recognized and the
weighted-average period over which it is expected to be recognized is $5.3
million and 2.3 years respectively, as of March 31, 2006.

Liquidity and Capital Resources

       The Company uses cash from operations as the primary source of financing
for its expansion and seasonal requirements.  Cash requirements vary from time
to time as a result of the timing of the receipt of merchandise from suppliers,
the delivery by the Company of merchandise to its customers, and the level of
accounts receivable and due from factors balances.  At March 31, 2006 and
December 31, 2005 working capital was $186.8 million and $187.1 million,
respectively.

       Cash used in operating activities was $8.2 million for the three months
ended March 31, 2006, compared to $9.7 million used in operating activities for
the three months ended March 31, 2005.  The decrease in cash flows used in
operations is primarily attributable to the decrease in net income and change
in inventory levels, as well as the timings of payables and receivables.

       Net cash provided by investing activities totaled $38.8 million for the
three months ended March 31, 2006 compared to $6.4 million of net cash used in
investing activities for the three months ended March 31, 2005.  The increase
was primarily attributable to $44.1 million in proceeds received from the sale
of certain marketable securities in connection with the shift in the Company's
portfolio holdings of auction-rate securities to overnight money market funds,
offset by $5.3 million in capital expenditures. Expenditures on furniture,
fixtures, and leasehold improvements for new retail store openings and
expansions were $1.3 million and $0.9 million for the three months ended March
31, 2006 and 2005, respectively, in addition to investments in management
information systems.
<PAGE>
       Net cash used in financing activities was $1.6 million for the three
months ended March 31, 2006 compared to $2.1 million for the three months ended
March 31, 2005.  During the three months ended March 31, 2006, the Company
declared and paid quarterly cash dividends of approximately $3.6 million to
common stock shareholders compared to $3.2 million of dividends declared and
paid during the three months ended March 31, 2005. This was primarily offset by
proceeds from the exercise of stock options of $1.8 million during the three
months ended March 31, 2006 compared to $0.8 million of proceeds from exercises
during the three months ended March 31, 2005.

		The Company's material obligations under contractual agreements,
primarily commitments for future payments under operating lease agreements as of
March 31, 2006, are summarized as follows:
<TABLE>
<CAPTION>
                                          Payments Due by Period
                 Total        1 year or     2-3 years   4-5 years   After 5
                              less                                  years
<S>            <C>            <C>           <C>         <C>         <C>
Operating Leases
and Other
Obligations    $195,915,000   $27,107,000   $51,126,000 $44,548,000 $73,134,000
Purchase
Obligations      52,677,000    52,677,000
Building
Purchase
Commitment       24,000,000    24,000,000
Short-term
Borrowings        3,000,000     3,000,000
               ----------------------------------------------------------------
Total
Contractual
Obligations    $275,592,000  $106,784,000   $51,126,000 $44,548,000 $73,134,000
               ================================================================
</TABLE>

       The Company utilizes forward contracts to hedge its cost on certain
future purchases of inventory in Euros. These forward contracts are used to
hedge against the Company's exposure to changes in the Euro exchange rates to
protect the purchase price of merchandise under such commitments and are not
held for the purpose of trading or speculation. At March 31, 2006, the Company
had forward contracts totaling $3.0 million in notional value with an
unrealized loss of approximately $4,000, net of taxes.

       The Company currently has a line of credit, which allows for borrowings
and letters of credit up to a maximum of $25.0 million to finance working
capital requirements.  The Company has no outstanding advances under this line
of credit; however, amounts available under the line of credit were reduced by
$6.7 million in standby letters of credit to $18.3 million at March 31, 2006.

       The Company believes that it will be able to satisfy its cash
requirements for the next year, including requirements for its retail expansion
and renovations, office build-out of its corporate headquarters, the purchase
of the New York City corporate headquarters, dividend payments, short-term
borrowings, and enhancements to its information systems, primarily with cash
flow from operations and current cash levels.
<PAGE>
       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 is primarily exposed to currency exchange rate risks with
respect to its inventory transactions denominated in Euros.  Business
activities in various currencies expose the Company to the risk that the
eventual net dollar cash flows from transactions with foreign suppliers
denominated in foreign currencies may be adversely affected by changes in
currency rates.  The Company manages these risks by utilizing forward contracts
to hedge its cost on future purchases.  The Company does not enter into foreign
currency transactions for speculative purposes.   At March 31, 2006, the
Company had forward contracts totaling $3.0 million in notional value with an
unrealized loss of approximately $4,000 net of taxes. The Company's earnings
may also be affected by changes in short-term interest rates as a result of
borrowings under its line of credit facility.  At the Company's borrowing
levels, a two percent increase in interest rates affecting the Company's credit
facility would not have a material effect on the Company's year-to-date
earnings.

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, 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 material information
relating to the Company and the Company's consolidated subsidiaries would be
made known to them by others within those entities to allow timely decisions
regarding required disclosures.


Changes in internal 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.

<PAGE>

Part II - OTHER INFORMATION

Item 1.  Legal Proceedings.  There have been no material changes during the
quarterly period ended March 31, 2006 from the legal proceedings previously
disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005.

Item 1A. Risk Factors.  There have been no material changes during the
quarterly period ended March 31, 2006 from the risk factors previously
disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.  None

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.

10.26    Kenneth Cole Productions, Inc. 2004 Stock Incentive Plan (Amended and
         Restated as of April 20, 2005.)

10.27    Kenneth Cole Productions, Inc. Sample Grant Award Letter.

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.

<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          Kenneth Cole Productions, Inc.
                                          Registrant



May 4, 2006                               /s/ DAVID P. EDELMAN
                                          David P. Edelman
                                          Chief Financial Officer





<PAGE>

                                                                  Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Kenneth D. Cole, certify that:

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

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

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

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

(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

<PAGE>

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 Independent Registered Public Accounting Firm 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
                                                Chief Executive Officer



Date:  May 4, 2006

<PAGE>

                                                                  Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David P. Edelman, certify that:

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

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

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

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

(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

<PAGE>

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 Independent Registered Public Accounting Firm 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 4, 2006



<PAGE>

                                                                  Exhibit 32.1
                           CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kenneth Cole Productions, Inc.
(the "Company") on Form 10-Q for the period ending March 31, 2006 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Kenneth D. Cole, Chairman and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and

          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ KENNETH D. COLE
-------------------
Kenneth D. Cole
Chairman and Chief Executive Officer
Kenneth Cole Productions, Inc.
May 4, 2006

<PAGE>

                                                                  Exhibit 32.2
                           CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kenneth Cole Productions, Inc.
(the "Company") on Form 10-Q for the period ending March 31, 2006 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. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and

          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ DAVID P. EDELMAN
--------------------
David P. Edelman
Chief Financial Officer
Kenneth Cole Productions, Inc.
May 4, 2006


<PAGE>

                                                                 Exhibit 10.26

                          KENNETH COLE PRODUCTIONS, INC.
                          2004 STOCK INCENTIVE PLAN
                  (Amended and Restated as of April 20, 2005)

1.  Purpose.

       The purpose of the 2004 Stock Incentive Plan (the "Plan") is to induce
key employees, consultants and directors who are not employees ("Non-Employee
Directors") to remain in the employ and service of Kenneth Cole Productions,
Inc. (the "Company") and any subsidiary corporations (each a "Subsidiary"), as
defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), and any affiliates of the Company to attract new key employees,
consultants and Non-Employee Directors and to encourage such key employees,
consultants and Non-Employee Directors to secure or increase on reasonable
terms their stock ownership in the Company and otherwise align their interests
with those of the shareholders of the Company.  The Plan allows for the grant
of equity-based awards, including stock options (the "Options"), shares of
restricted stock ("Restricted Stock"), performance-based equity awards
("Performance-Based Awards") and other equity-based awards (Options, Restricted
Stock, Performance-Based Awards and other equity-based awards are hereafter
referred to as "Awards").  The Board of Directors of the Company (the "Board")
believes that the granting of Awards under the Plan will promote continuity of
management and increased incentive and personal interest in the welfare of the
Company by those who are or may become primarily responsible for shaping and
carrying out the long range plans of the Company and securing its continued
growth and financial success.  Options granted hereunder are intended to be
either (a) "incentive stock options" (which term, when used herein, shall have
the meaning ascribed thereto by the provisions of Section 422(b) of the Code) or
(b)options which are not incentive stock options ("non-incentive stock options")
or (c) a combination thereof, as determined by the Committee (the "Committee")
referred to in Section 5 hereof at the time of the grant hereof.

2.  Effective Date of the Plan.

       The Plan was adopted by the Board on February 25, 2004 and shall become
effective as of the date the Plan is approved by a majority of the holders of
all of the outstanding shares of the capital stock of the Company (the "Capital
Stock") on or after the Company's 2004 annual meeting of stockholders (the "2004
Annual Meeting").

<PAGE>

3.  Stock Subject to Plan.

       Shares of the Class A Common Stock, $0.01 par value per share, of the
Company (the "Class A Common Stock") have been reserved and authorized for
issuance pursuant to the Plan.  Subject to adjustment as contemplated by
Section 16 hereof, the maximum number of shares of Class A Common Stock which
may be issued pursuant to Awards under the Plan shall not exceed the sum of (i)
that number of shares of Class A Common Stock which remain available for grant
of options under the Amended and Restated Kenneth Cole Productions, Inc. 1994
Stock Option Plan (the "1994 Plan") as of April 29, 2004 and (ii) 1,520,162
shares, as replenished from time to time by (A) that number of shares of
Class A Common Stock which were or are reserved for issuance upon the exercise
of Options or Awards granted under the Plan, or under the 1994 Plan, which
shall have expired, been canceled, or terminated for any reason without having
been exercised in full, and (B) that number of shares which are withheld by the
Company from issuance pursuant to outstanding Options or Awards under the Plan,
or the 1994 Plan, as required to be withheld to satisfy any federal, state or
local tax liability with respect to such Option or Award.

4.  Administration.

       The Plan shall be administered by the Committee referred to in Section 5
hereof.  Subject to the express provisions of the Plan, the Committee shall
have complete authority, in its discretion, to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of each Award and the respective Award agreements or
certificates (which need not be identical), to determine the Eligible
Individuals (as defined below) to whom and the times and the prices at which
Awards shall be granted to them (each Eligible Individual to whom an Award is
granted hereunder shall be referred to as a "Participant"), the periods during
which each Award shall be exercisable, the number of shares of the Class A
Common Stock to be subject to each Award and whether such Award shall be an
incentive stock option, a non-incentive stock option, a Restricted Stock Award
or other equity-based Award and to make all other determinations necessary or
advisable for the administration of the Plan.  In making such determinations,
the Committee may take into account the nature of the services rendered by the
respective Eligible Individuals, their past, present and potential
contributions to the success of the Company and the Subsidiaries and such other
factors as the Committee in its sole and absolute discretion shall deem
relevant.  The Committee's determination on the matters referred to in this
Section 4 and in its administration of the Plan shall be final, binding and
conclusive.  Any dispute or disagreement which may arise under or as a result
of or with respect to any Award shall be determined by the Committee, in its
sole discretion, and any and all interpretations by the Committee of the terms
of any Award shall be final, binding and conclusive.

<PAGE>

5.  Committee.

       The Committee shall consist of two or more members of the Board.  If and
to the extent that the composition of the Board shall permit, all of the
members of the Committee shall be "Non-Employee Directors" within the meaning
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended, and all of the members of the Committee shall be
"outside directors" within the contemplation of Section 162(m)(4)(C)(i) of the
Code.  The Committee shall be appointed by the Board, which may at any time and
from time to time remove any members of the Committee, with or without cause,
appoint additional members to the Committee and fill vacancies, however caused,
in the Committee.  A majority of the members of the Committee shall constitute
a quorum.  All determinations of the Committee shall be made by a majority of
its members present at a meeting duly called and held.  Any decision or
determination of the Committee reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had been made at
a meeting duly called and held.

6.  Eligibility; Non-Employee Director's Formula Awards.

  A.  An Award may be granted on a discretionary basis only to an employee or
consultant of the Company or a Subsidiary or affiliate of the Company, or to a
Non-Employee Director of the Company (the "Eligible Individuals").


  B.
    (i)  Unless otherwise determined by the Board, at the first meeting of
         the Board immediately following each annual meeting of the
         shareholders of the Company, each Non-Employee Director shall be
         granted an Option (a "Non-Employee Director's Formula Award") to
         purchase 5,000 shares of the Class A Common Stock at the per share
         exercise price equal to the fair market value of a share of the
         Class A Common Stock on the date of grant.

    (ii) Unless otherwise determined by the Board, when a Non-Employee Director
         first becomes a director prior to the date of any annual meeting of
         the Shareholders of the Company, he or she shall be automatically
         granted, on the date he or she becomes a director, a Non-Employee
         Director's Formula Award to purchase a number of shares of the Class A
         Common Stock equal to the product of (i) 5,000 and (ii) a fraction,
         the numerator of which is the number of full calendar months prior to
         the next scheduled annual meeting of shareholders and the denominator
         of which is 12, at the per share exercise price equal to the fair
         market value of a share of the Class A Common Stock on the date of
         grant.

   (iii) Unless otherwise determined by the Board, each Non-Employee Director's
         Formula Award shall have a term of ten years from the date of the
         granting thereof.
<PAGE>

   (iv)  Unless otherwise determined by the Board, a Non-Employee Director's
         Formula Award shall vest and become exercisable (i) as to fifty
         percent (50%) of the shares underlying such Option on and after the
         first anniversary of the date of the granting of the Non-Employee
         Director's Formula Award and (ii) as to the remaining fifty percent
         (50%) on and after the second anniversary of the date of the
         granting of the Non-Employee Director's Formula Award.

    (v)  Notwithstanding anything herein to the contrary, the Board may, at
         any time and from time to time in its sole discretion, terminate or
         amend the automatic Award to Non-Employee Directors set forth in
         this Section 6B, by increasing or decreasing the number of shares
         of Class A Common Stock subject to the formula or substituting an
         alternate formula or a different Award on different terms, including
         different or no vesting conditions.

7.  Exercise Prices.

  A.  Except as set forth in Section 6B above and as limited below, the
      exercise price for any Award shall be determined by the Committee, in its
      sole discretion.

  B.  The per share exercise price of any Option which is an incentive stock
      option shall not be less than the fair market value of a share of the
      Class A Common Stock on the date of grant; provided, however, that, in
      the case of a Participant who owns (within the meaning of Section 424(d)
      of the Code) more than 10% of the total combined voting power of the
      Capital Stock at the time an Option which is an incentive stock option is
      granted to him, the per share exercise price shall not be less than 110%
      of the fair market value of a share of the Class A Common Stock on the
      date of grant.

  C.  The per share exercise price of any Option which is a non-incentive stock
      option (other than a Non-Employee Director's Formula Award) shall not be
      less than 85% of the fair market value of a share of the Class A Common
      Stock on the date of grant.

<PAGE>

  D.  For all purposes of the Plan, the fair market value of a share of the
      Class A Common Stock on any date shall be equal to (i) the closing sales
      price of a share of the Class A Common Stock on the New York Stock
      Exchange, or if the Class A Common Stock is no longer listed on the New
      York Stock Exchange, the closing sales price on such other national stock
      exchange or the National Association of Securities Dealers Automated
      Quotation System National Market System ("NASDAQ-NMS") on which the Class
      A Common Stock is then listed or quoted, on the business day preceding
      such date or (ii) if there is no sale of the Class A Common Stock on such
      exchange or market on such business day, the average of the bid and asked
      prices on such exchange or market at the close of the market on such
      business day.  If the Class A Common Stock is not listed or quoted on any
      national exchange or the NASDAQ-NMS, the fair market value of the Class A
      Common Stock shall mean the amount determined by the Committee to be the
      fair market value based upon a good faith attempt to value the Class A
      Common Stock accurately.

8.  Option Term.

       The term of any Option shall be determined by the Committee, in its sole
discretion, but shall not be in excess of ten years from the date of the
granting thereof; provided, however, that, in the case of a Participant who
owns (within the meaning of Section 424(d) of the Code) more than 10% of the
total combined voting power of the Capital Stock at the time an Option which is
an incentive stock option is granted to him, the term with respect to such
Option shall not be in excess of five years from the date of the granting
thereof.

9.  Limitations on Amount of Options Granted.

  A.  The aggregate fair market value of the shares of the Class A Common Stock
      for which any Participant may be granted incentive stock options which
      are exercisable for the first time in any calendar year (whether under
      the terms of the Plan or any other stock option plan of the Company)
      shall not exceed $100,000.

  B.  No Eligible Individual shall be granted Options or stock appreciation
      rights hereunder covering more than 300,000 shares of the Class A Common
      Stock during any fiscal year that the Plan is in effect.

10.  Vesting and Exercise of Options.

  A.  Except as provided in Section 6B, each Option shall vest and become
      exercisable as determined by the Committee and set forth in the Award
      agreement on the date of grant.

  B.  Except as otherwise set forth herein, an Option may be exercised either
      in whole in part, at any time from time to time, from the vesting date
      (but only with respect to the shares so vested) until the end of the
      Option term or earlier expiration or cancellation.

<PAGE>

  C.  An Option may be exercised only by a written notice of intent to exercise
      such Option with respect to a specific number of shares of the Class A
      Common Stock and payment to the Company of the amount of the option price
      for the number of shares of the Class A Common Stock so specified;
      provided, however, that all or any portion of such payment may be made in
      kind by the delivery of shares of the Class A Common Stock which have
      been held by the Participant for at least six months, having a fair
      market value equal to the portion of the option price so paid; provided,
      further, however, that, subject to the requirements of Regulation T (as
      in effect from time to time) promulgated under the Exchange Act, the
      Committee may implement procedures to allow a broker chosen by a
      Participant to make payment of all or any portion of the option price
      payable upon the exercise of an Option and receive, on behalf of such
      Participant, all or any portion of the shares of the Class A Common Stock
      issuable upon such exercise.  Notwithstanding anything herein to the
      contrary, the Company shall not directly or indirectly extend or maintain
      credit, or arrange for the extension of credit, in the form of a personal
      loan to or for any director or executive officer of the Company through
      the Plan in violation of Section 402 of the Sarbanes-Oxley Act of 2002.

  D.  The Committee may for any reason, in its discretion, accelerate the
      vesting and exercisability of any Option other than Non-Employee
      Directors' Formula Award.

11.  Termination of Employment.

       Unless otherwise determined by the Committee, in the event a Participant
leaves the employ of the Company and all Subsidiaries and affiliates of the
Company and ceases to serve as a consultant to the Company and all Subsidiaries
and affiliates of the Company and as a Non-Employee Director, as applicable,
whether voluntarily or otherwise, but other than by reason of his death or
retirement on or after his 65th birthday, each Option theretofore granted to
him which shall not have theretofore expired or otherwise been canceled shall,
to the extent not theretofore exercised, terminate forthwith; provided,
however, that in the event that any Participant's employment or service with
the Company and its Subsidiaries and affiliates is terminated by the Company or
a Subsidiary or affiliate without cause or on account of a disability or if
such Participant voluntarily resigns, such Participant may exercise any Option
that was vested at the time of such termination, but only to the extent so
vested, at any time during the thirty (30) calendar days immediately following
the date of such termination and thereafter any such Option held by such
Participant, to the extent not theretofore exercised, shall terminate
forthwith.  In the event a Participant's employment with the Company and all
Subsidiaries and affiliates of the Company and service as a consultant to the
Company and all Subsidiaries and affiliates of the Company and as a
Non-Employee Director, as applicable, terminates by reason of his death or
retirement on or after his 65th birthday, each Option theretofore granted to
him which shall not have theretofore expired or otherwise been cancelled shall
become immediately exercisable in full and shall, to the extent not theretofore
exercised, terminate upon the earliest to occur of the expiration of three
months after the date of the qualification of a representative of his estate or
such retirement, the expiration of a period of one year after the date of his
death and the date specified in such Option.

<PAGE>


12.  Restricted Stock.

  A.  The Committee shall have the authority (1) to grant Restricted Stock, (2)
      to issue or transfer Restricted Stock to any Eligible Individual, and (3)
      to establish terms, conditions and restrictions applicable to such
      Restricted Stock, including the restricted period, which may differ with
      respect to each grantee, the time or times at which Restricted Stock
      shall be granted or become vested and the number of shares to be covered
      by each grant.

  B.  The recipient of a Restricted Stock Award shall execute and deliver to
      the Company an Award agreement with respect to the Restricted Stock
      setting forth the restrictions applicable to such Restricted Stock.  If
      the Committee determines that the Restricted Stock shall be held in
      escrow by the Company rather than delivered to the recipient pending the
      release of the applicable restrictions, the recipient additionally shall
      execute and deliver to the Company the appropriate blank stock powers
      with respect to the Restricted Stock covered by such agreements.  If a
      recipient shall fail to execute a Restricted Stock Award agreement and,
      if applicable, stock powers, the Award shall be null and void.  Subject
      to the restrictions set forth below, the recipient shall generally have
      the rights and privileges of a stockholder as to such Restricted Stock,
      including the right to vote such Restricted Stock, but not the right to
      receive dividends, if any, on such shares.  The Committee may determine
      whether a Restricted Stock Award shall be entitled to receive dividends.
      If the Committee determines that a Restricted Stock Award shall be
      entitled to dividends, any such cash dividends and/or stock dividends,
      with respect to the Restricted Stock may be either currently paid to the
      recipient or withheld by the Company for the recipient's account, as
      determined by the Committee in its sole discretion.  Unless otherwise
      determined by the Committee no interest will accrue or be paid on the
      amount of any cash dividends withheld.  Unless otherwise determined by
      the Committee, cash dividends or stock dividends so withheld by the
      Committee shall be subject to forfeiture to the same degree as the shares
      of Restricted Stock to which they relate.

  C.  Upon the Award of Restricted Stock, the Committee shall cause a stock
      certificate registered in the name of the recipient to be issued and, if
      it so determines, held in escrow by the Company.  If the Company retains
      the stock certificate, the Company shall notify the recipient that a
      stock certificate registered in the name of the recipient is being held
      by it.

<PAGE>

  D.  Any Restricted Stock awarded hereunder shall be subject to the following
      restrictions until the expiration of the restricted period, and to such
      other terms and conditions as may be set forth in the applicable Award
      agreement: (1) if an escrow arrangement is used, the recipient shall not
      be entitled to delivery of the stock certificate; (2) the shares shall be
      subject to the restrictions on transferability set forth in the Award
      agreement; (3) the shares shall be subject to forfeiture to the extent
      provided below and the Award agreement and, to the extent such shares are
      forfeited, the stock certificates shall be returned to the Company, and
      all rights of the recipient to such shares and as a shareholder shall
      terminate without further obligation on the part of the Company.

  E.  The Committee shall have the authority to remove any or all of the
      restrictions on the Restricted Stock whenever it may determine that, by
      reason of changes in applicable laws or other changes in circumstances
      arising after the date of the Restricted Stock Award, such action is
      appropriate.

  F.  The restricted period of Restricted Stock shall commence on the date of
      grant and shall expire from time to time as to that part of the
      Restricted Stock indicated in a schedule established by the Committee and
      set forth in a written Award agreement.

  G.  Except to the extent determined by the Committee and reflected in the
      underlying Award agreement, in the event a recipient terminates
      employment with the Company and all Subsidiaries and affiliates of the
      Company and ceases to serve as a consultant to the Company and all
      Subsidiaries and affiliates of the Company and as a Non-Employee
      Director, as applicable, during a restricted period, that portion of the
      Award with respect to which restrictions have not expired (the
      "Non-Vested Portion") shall be treated as follows:  (a) upon the
      voluntary resignation of a Restricted Stock recipient or discharge by the
      Company or a Subsidiary or affiliate of the Company, in either case, for
      reasons other than death or retirement on or after the recipient's 65th
      birthday, the Non-Vested Portion of the Award shall be completely
      forfeited; and (b) upon termination of employment on account of death or
      retirement on or after the recipient's 65th birthday, a pro-rata portion
      of the Non-Vested Portion of the Award shall immediately become fully
      vested and paid to the recipient or his beneficiary, as applicable, as
      soon as practicable following such termination.  The pro-rata portion of
      the Non-Vested Portion of the Award that shall vest immediately upon such
      termination shall be a portion that represents the amount of time the
      recipient was employed or providing service from the date of grant of the
      Award through the date of such termination as compared with the entire
      restricted period, as determined by the Committee.  The Committee shall
      have the authority to define the term "disability" and "retirement" for
      all purposes under the Plan and/or to determine whether a recipient's
      employment or service has terminated by reason of disability or
      retirement.

<PAGE>

  H.  Upon the expiration of the restricted period with respect to any shares
      covered by a Restricted Stock Award, the transfer restrictions and
      forfeiture provisions applicable to the Restricted Stock shall be of no
      further force or effect with respect to shares of Restricted Stock which
      have not then been forfeited.  If an escrow arrangement is used, upon
      such expiration, the Company shall deliver to the recipient, or his
      beneficiary, without charge, the stock certificate evidencing the shares
      of Restricted Stock which have not then been forfeited and with respect
      to which the restricted period has expired (to the nearest full share)
      and any cash dividends or stock dividends credited to the recipient's
      account with respect to such Restricted Stock and the interest thereon,
      if any.

  I.  Each certificate representing Restricted Stock awarded under the Plan
      shall bear the following legend until the end of the restricted period
      with respect to such Stock:

      "Transfer of this certificate and the shares represented hereby is
      restricted pursuant to the terms of a Restricted Stock Agreement, dated
      as of __________, between Kenneth Cole Productions, Inc. and __________.
      A copy of such Agreement is on file at the offices of Kenneth Cole
      Productions, Inc."

      Stop transfer orders shall be entered with the Company's transfer agent
      and registrar against the transfer of legended securities.

13.  Performance-Based Awards.

       Performance-Based Awards under the Plan may be granted, in the sole
discretion of the Committee, in a manner constituting "qualified performance-
based compensation" within the meaning of Section 162(m) of the Code.  Such
Awards shall be based upon one or more of the following factors: stock price,
pre-tax earnings, earnings per share, net revenue, operating income, return on
assets, shareholder return, return on equity, growth in assets, net sales,
licensing revenue, cash flow, market share, relative performance to a group of
companies comparable to the Company, and/or strategic business criteria
consisting of one or more objectives based on the Company's meeting specified
goals relating to revenue, market penetration, business expansion, costs or
acquisitions or divestitures.  With respect to Performance-Based Awards, (i)
the Committee shall establish in writing the objective performance-based goals
applicable to a given performance period no later than 90 days after the
commencement of such performance period (but in no event after 25% of such
period has elapsed) and (ii) no Performance-Based Awards shall be payable to
any recipient for a given performance period until the Committee certifies in
writing that the objective performance goals (and any other material terms)
applicable to such period have been satisfied.  The maximum number of shares
of Class A Common Stock underlying (or that relate to) a Performance-Based
Award paid to or earned by any individual in any fiscal year cannot exceed
300,000 shares.  The material terms of Performance-Based Awards described in
this Section 13 must be disclosed to and approved by the shareholders of the
Company every five years,as provided in Treasury Regulation 1.162-27(e)(4)(vi).

<PAGE>

14.  Other Equity-Based Awards.

       The Committee is authorized, subject to limitations under applicable
law, to grant to Eligible Individuals such other Awards that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based
on, or related to, the Class A Common Stock, as determined by the Committee in
its sole discretion, including, without limitation, restricted stock units,
stock appreciation rights, performance stock, performance stock units
unrestricted shares awarded purely as a "bonus" and not subject to any
restrictions or conditions, other rights convertible or exchangeable into
shares of Class A Common Stock and purchase rights for shares of Class A Common
Stock.  The Committee shall determine the terms and conditions of such Awards
at date of grant or thereafter. Shares delivered pursuant to an Award in the
nature of a purchase right granted under this Section 14 shall be purchased for
such consideration, paid for at such times, by such methods, and in such forms,
including, without limitation, cash, shares of Class A Common Stock, notes or
other property, as the Committee shall determine. Cash awards, as an element of
or supplement to any other Award under the Plan, shall also be authorized
pursuant to this Section 14.

15.	Transferability.

       Unless otherwise determined by the Committee, either at the time of
grant or subsequently, no Award shall be assignable or transferable except by
will and/or by the laws of descent and distribution and, during the life of
any Participant, each Award granted to him or her may be exercised only by him
or her.

16.  Adjustment of Number of Shares.

       In the event that a dividend shall be declared upon the Class A Common
Stock payable in shares of the Class A Common Stock, the number of shares of
the Class A Common Stock then subject to any Award, the number of shares of the
Class A Common Stock reserved for issuance in accordance with the provisions of
the Plan but not yet covered by an Award and the number of shares set forth in
Sections 6B and 9B hereof shall be adjusted by adding to each share the number
of shares which would be distributable thereon if such shares had been
outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend.  In the event that the outstanding shares of the
Class A Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, sale of assets, merger or consolidation in which the
Company is the surviving corporation, then, there shall be substituted for each
share of the Class A Common Stock then subject to any Award, for each share of
the Class A Common Stock reserved for issuance in accordance with the

<PAGE>

provisions of the Plan but not yet covered by an Award and for each share of
the Class A Common Stock referred to in Sections 6B and 9B hereof, the number
and kind of shares of stock or other securities into which each outstanding
share of the Class A Common Stock shall be so changed or for which each such
share shall be exchanged.  In the event that there shall be any change, other
than as specified in this Section 16, in the number or kind of outstanding
shares of the Class A Common Stock, or of any stock or other securities into
which the Class A Common Stock shall have been changed, or for which it shall
have been exchanged, then, if the Committee shall, in its sole discretion,
determine that such change equitably requires an adjustment in the number or
kind of shares then subject to any Award, the number or kind of shares reserved
for issuance in accordance with the provisions of the Plan but not yet covered
by an Award and the number or kind of shares referred to in Sections 6B and 9B
hereof, such adjustment shall be made by the Committee and shall be effective
and binding for all purposes of the Plan and of each Award agreement or
certificate entered into in accordance with the provisions of the Plan.  In the
case of any substitution or adjustment in accordance with the provisions of this
Section 16, the exercise price in each Award agreement or certificate for each
share covered thereby prior to such substitution or adjustment shall be the
exercise price for all shares of stock or other securities which shall have been
substituted for such share or to which such share shall have been adjusted in
accordance with the provisions of this Section 16.  No adjustment or
substitution provided for in this Section 16 shall require the Company to sell
or issue a fractional share under any Award agreement or certificate.  In the
event of the dissolution or liquidation of the Company, or a merger,
reorganization or consolidation in which the Company is not the surviving
corporation, then except as otherwise provided in the second sentence of this
Section 16, each Award, to the extent not theretofore exercised, shall
terminate forthwith.

17.  Securities Regulation.

       The obligation of the Company to make payment of Awards in shares of
Class A Common Stock or otherwise shall be subject to all applicable laws,
rules and regulations, and to such approvals by governmental agencies as may be
required.  Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to sell
and shall be prohibited from offering to sell or selling any shares of Class A
Common Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act of 1933 (the "Securities
Act") with the Securities and Exchange Commission and any applicable state
securities laws or unless the Company has received the advice of counsel,
satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms
and conditions of such exemption have been fully complied with.  If the shares
of Class A Common Stock offered for sale or sold under the Plan are offered or
sold pursuant to an exemption from registration under the Securities Act or any
applicable state securities laws, the Company may restrict the transfer of such
shares and may legend the stock certificates representing such shares in such
manner as it deems advisable to ensure the availability of any such exemption.

<PAGE>

18.  Purchase for Investment, Withholding and Waivers.

  A.  Unless the shares to be issued upon the exercise of an Award by a
      Participant shall be registered prior to the issuance thereof under the
      Securities Act of 1933, as amended, such Participant will, as a condition
      of the Company's obligation to issue such shares, be required to give a
      representation in writing that he is acquiring such shares for his own
      account as an investment and not with a view to, or for sale in
      connection with, the distribution of any thereof. In the event of the
      death of a Participant, a condition of exercising any Award shall be the
      delivery to the Company of such tax waivers and other documents as the
      Committee shall determine.

  B.  Each Participant shall make arrangements with the Company with respect to
      such income tax withholding as the Company shall determine in its sole
      discretion is appropriate to ensure payment of federal, state and local
      income tax due with respect to the issuance and/or exercise of Awards
      under the Plan.

  C.  A Participant may, in the discretion of the Committee (or, in the case of
      a Non-Employee Director's Formula Award, in the discretion of the Board)
      and subject to such rules as the Committee (or, in the case of a Non-
      Employee Director's Formula Award, the Board) may adopt, elect to satisfy
      such withholding obligation, in whole or in part, by electing (an
      "Election") to deliver to the Company shares of the Class A Common Stock
      having a fair market value, determined as of the date that the amount to
      be withheld is determined (the "Tax Date"), equal to the amount required
      to be so withheld.  The Participant shall pay the Company in cash for any
      fractional share that would otherwise be required to be delivered.

      Each Election shall be subject to the following restrictions:

       (i)  The Election must be made on or prior to the Tax Date; and

       (ii)	The Election is subject to the approval of the Committee (or, in
            the case of a Non-Employee Director's Formula Award, the Board).


19.  No Shareholder Status.

       Neither any Participant nor his legal representatives, legatees or
distributees shall be or be deemed to be the holder of any share of the Class A
Common Stock covered by an Option unless and until a certificate for such share
has been issued.  Upon payment of the purchase price thereof, a share issued
upon exercise of an Award shall be fully paid and non-assessable.

<PAGE>

20.  No Restrictions on Corporate Acts.

       Neither the existence of the Plan nor any Award shall in any way affect
the right or power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Class A Common Stock or the rights thereof, or
dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise.

21.  Declining Market Price.

       In the event the fair market value of the Class A Common Stock declines
below the exercise price set forth in any Award, the Committee may, at any
time, adjust, reduce, cancel and regrant any unexercised Option or take any
similar action it deems to be for the benefit of the Participant in light of the
declining fair market value of the Class A Common Stock; provided, however, that
none of the foregoing actions may be taken without prior approval of the Board
and none of the foregoing actions may be taken with respect to a Non-Employee
Director's Formula Award.

22.  No Employment Right.

       Neither the existence of the Plan nor the grant of any Award shall
require the Company or any Subsidiary to continue any Participant in the employ
of the Company or such Subsidiary.

23.  Termination and Amendment of the Plan.

       The Board may at any time terminate the Plan or make such modifications
of the Plan as it shall deem advisable; provided, however, that the Board may
not without further approval of the holders of a majority of the shares of the
Capital Stock voting as a single class as provided in the Company's Certificate
of Incorporation present in person or by proxy at any special or annual meeting
of the shareholders, increase the number of shares as to which Awards may be
granted under the Plan (as adjusted in accordance with the provisions of
Section 16 hereof), or increase the number of shares as to which Options may be
granted under the Plan to any individual as provided in Section 9B hereof.
Except as otherwise provided in Section 16 hereof, no termination or amendment
of the Plan may, without the consent of the Participant to whom any Award shall
theretofore have been granted, adversely affect the rights of such Participant
under such Award.

<PAGE>

24.  Expiration of the Plan.

       The Plan shall expire and terminate on the business day preceding the
tenth anniversary of its adoption or at such earlier time as the Board may
determine.  Awards may be granted under the Plan at any time and from time to
time prior to its expiration.  Any Award outstanding under the Plan at the time
of the termination of the Plan shall remain in effect until such Award shall
have been exercised or shall have expired in accordance with its terms.


25.  Governing Law.

       The Plan shall be governed by the laws of the State of New York.

<PAGE>

                                                                 Exhibit 10.27


JOHN Q CUSTOMER
123 ANY STREET
ANYTOWN, ST 12345-6789


Important Notice                                       January 1, 20XX
------------------------------------------------------------------------------

Notification of Grant Award

On behalf of your company we are pleased to inform you that you have been
issued an equity award. The details of this award are indicated below.
Please retain this notice for your records.

-------------------------------------------------------------------------------
Plan Participant          John Q. Customer
-------------------------------------------------------------------------------
Plan Name                 Kenneth Cole Productions, Inc.    This award is
                                                            subject to the
                                                            terms and
                                                            conditions of
                                                            the plan.
-------------------------------------------------------------------------------
Grant Date                mm/dd/yy
-------------------------------------------------------------------------------
Grant Type                [variable]
-------------------------------------------------------------------------------
Grant Code                [row will display only if
                          account indicator is Y]
-------------------------------------------------------------------------------
Awards Granted            00
-------------------------------------------------------------------------------
Security Symbol           KCP
-------------------------------------------------------------------------------
Grant Price               $0.00
-------------------------------------------------------------------------------
Vesting Schedule          [variable]
-------------------------------------------------------------------------------
Last Date to Exercise/
Lapse Date                mm/dd/yy
-------------------------------------------------------------------------------

<PAGE>