UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

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

For the fiscal year ended December 31, 2004

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

For the transition period from___________to___________

                   Commission File No. 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)

                         (212) 265-1500
                  Registrant's telephone number

   Securities registered pursuant to Section 12(b) of the Act:
         Class A common stock, par value $.01 per share

   Securities registered pursuant to Section 12 (g) of the Act:
                              None

      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 if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will  not  be  contained, to the best  of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form  10-K  or  any
amendment to this Form 10-K.   ()

      Indicate  by  check  mark  whether  the  registrant  is  an
accelerated filer (as defined in Rule 12b-2 of the Act)  Yes  (X)
No ( )

       Aggregate  market  value  of  the  voting  stock  held  by
nonaffiliates  of the registrant as of the close of  business  on
June 30, 2004: $396,039,713

      Number  of shares of Class A Common Stock, $.01 par  value,
outstanding as of the close of business on
March 1, 2005:  11,719,729

       Number of shares of Class B Common Stock, $.01 par  value,
outstanding as of the close of business on
March 1, 2005:  8,055,497
               DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of Form 10-K is incorporated
herein   by  reference  to  the  Registrant's  definitive   proxy
statement  to be mailed to the shareholders of the Registrant  by
May 2, 2005.
<PAGE>
                    Kenneth Cole Productions, Inc.
                        TABLE OF CONTENTS

                                                          Page
                             PART I
Item 1  Business                                            3

Item 2  Properties                                          17

Item 3  Legal Proceedings                                   18

Item 4  Submission of Matters to a Vote of Security Holders 18

                             PART II

Item 5  Market for Registrant's Common Equity, Related
        Stockholder Matters, and Issuer of Purchases
        of Equity Security                                  19
Item 6  Selected Financial Data                             21

Item 7  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                 22

Item 7A Quantitative and Qualitative Disclosures about
        Market Risk                                         29

Item 8  Financial Statements and Supplementary Data         29

Item 9  Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure                 29

Item 9a Controls and Procedures                             29

Item 9b Other Information                                   30

                             PART III

Item 10 Directors and Executive Officers of the Registrant  31

Item 11 Executive Compensation                              31

Item 12 Security  Ownership  of   Certain Beneficial Owners
        and Management and Related Shareholder Matters      31

Item 13 Certain Relationships and Related Transactions      31

Item 14 Principal Accountant Fees and Services              31

                             PART IV

Item 15 Exhibits, Financial Statement Schedules and
        Reports on Form 8-K                                 32
<PAGE>
Item 1.   Business

Important Factors Relating to Forward- Looking Statements

   The  Private  Securities Litigation Reform Act  of  1995  (the
"Reform Act") and Section 21E of the Securities Exchange  Act  of
1934  provides a safe harbor for forward-looking statements  made
by   or  on  behalf  of  Kenneth  Cole  Productions,  Inc.   (the
"Company").  The Company and its representatives may from time to
time  make written or oral statements that are "forward-looking,"
including  statements contained in this report and other  filings
with the Securities and Exchange Commission and in reports to the
Company's  shareholders.   Forward-looking  statements  generally
refer  to future plans and performance and are identified by  the
words   "believe,"  "expect,"  "anticipate,"  "plan,"   "intend,"
"will,"  or  similar  expressions.  All statements  that  express
expectations  and  projections with respect  to  future  matters,
including,  but  not  limited to, the  launching  or  prospective
development  of  new business initiatives, future licensee  sales
growth,   store   expansion  and  openings,  are  forward-looking
statements   within  the  meaning  of  the  Reform  Act.    These
statements  are  made  on  the basis of  management's  views  and
assumptions,  as  of the time the statements are made,  regarding
future events and business performance and are subject to certain
risks  and uncertainties.  Should one or more of these  risks  or
uncertainties materialize or should underlying assumptions  prove
incorrect,   actual  results  may  vary  materially  from   those
anticipated, estimated or projected.

    While  the  Company does communicate from time to  time  with
securities analysts, it is against company policy to disclose  to
them  any  material non-public information.  Shareholders  should
not  assume that the Company agrees with any statement or  report
issued by an analyst, regardless of the content of such statement
or  report.   To  the  extent that reports issued  by  securities
analysts contain any projections, forecasts or opinions, they are
not the responsibility of the Company.

   There can be no assurance that management's expectations  will
necessarily  come  to  pass. A number of  factors  affecting  the
Company's  business and operations could cause actual results  to
differ  materially from those contemplated by the forward-looking
statements.   Those  factors include, but  are  not  limited  to,
changes  in the domestic and economic conditions or in political,
economic  or  other conditions affecting foreign  operations  and
sourcing,  demand  and  competition for the  Company's  products,
changes  in  consumer preferences on fashion  trends,  delays  in
anticipated   store  openings  and  changes  in   the   Company's
relationship with its suppliers and other resources.   This  list
of factors that may affect future performance and the accuracy of
forward-looking  statements are illustrative,  but  by  no  means
exhaustive.   Accordingly, readers of this Annual  Report  should
consider  these  facts  in  evaluating the  information  and  are
cautioned  not  to  place undue reliance on  the  forward-looking
statements   contained   herein.   The  Company   undertakes   no
obligation  to  update  or  revise publicly  any  forward-looking
statements, whether as a result of new information, future events
or otherwise.

General

  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, and Unlisted brand names.  In 2003,  the  Company
added  the  Bongo trademark brand for footwear through a  license
agreement,  while in 2004, the Company introduced  Tribeca.   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 7,500 department
and  specialty store locations, as well as through  its  Consumer
Direct  business, which includes an expanding base of retail  and
outlet  stores, consumer catalogs and websites, including on-line
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,  fragrance,  belts,  leather   and   fabric
outerwear,   sunglasses,  optical  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,   optical   eyewear,  watches,  jewelry,   fragrance,
swimwear,  and luggage.  In addition, the Company licenses  boys'
apparel  under  the  Kenneth Cole Reaction brand,  which  further
broadens the Kenneth Cole lifestyle collection.

Business Growth Strategies

   The  Company's  strategy  is to continue  to  build  upon  the
strength of its lifestyle brand franchise, which is comprised  of
well-differentiated and distinct brands: Kenneth Cole  New  York,
Kenneth  Cole  Reaction, Unlisted, and,  in  2004,  Tribeca.   In
addition,  the  Company  added the Bongo brand  to  its  footwear
brands  through a license agreement in 2003.  The  Company  views
its  lifestyle brands as a vital and significant strategic  asset
and  the foundation for a sustainable competitive advantage.  The
Company believes that further segmentation and development of the
brands  afford  enormous  growth potential  within  each  of  the
Company's business segments.

   Wholesale.  By  strengthening and streamlining its  department
store  distribution channels, the Company continues to  reinforce
the  segmentation  of  its  brands at wholesale,  promoting  even
greater  growth capability for each of its brands in the  future.
This   approach  will  facilitate  the  broadening   of   product
offerings,  attract new customers and further enable the  Company
to address a wider variety of customers' needs, both domestically
and  internationally.  Building on its distribution channels, the
recent  addition of the Bongo brand to its footwear business  has
given  the Company the ability to reach other distribution  tiers
as  well  as  customer base.  By combining retail  and  wholesale
merchandising functions, the Company is in a better  position  to
respond   quickly  to  market  changes,  thereby  enabling   each
wholesale  division  to deliver appropriate fashions  in  a  more
timely and effective manner.  This approach has been effective in
maintaining  the strength of the Kenneth Cole New  York,  Kenneth
Cole  Reaction  and  Unlisted branded footwear  businesses  while
building the Company's two new brands, Tribeca and Bongo.

   Consumer Direct. The Company's Consumer Direct segment,  which
operates full price retail and outlet stores, as well as catalogs
and   e-commerce,  affords  significant  growth  potential  while
simultaneously complementing the Company's existing Wholesale and
Licensing  businesses.  The Company believes  that  the  sale  of
footwear,  handbags  and licensed products through  its  consumer
direct  channels of distribution increases consumer awareness  of
the  Company's brands, reinforces the Company's image and  builds
brand  equity.   The Company believes customers of our  wholesale
accounts  in cities with a Kenneth Cole retail presence  have  an
enhanced  brand awareness compared to those in cities  without  a
Kenneth Cole retail presence.

   The  Company continues to pursue opportunities to  expand  its
retail  store operations.  As of December 31, 2004,  the  Company
operated  87 specialty retail and outlet stores as compared  with
83  stores as of December 31, 2003. The Company plans to open  or
expand  approximately  8 to 13 stores in 2005,  expanding  retail
square  footage by approximately 10%.  This anticipated expansion
includes  outlet  stores,  which provide  opportunities  for  the
Company to sell excess and out-of-season merchandise, as well  as
unique  "made for outlet products."  To accommodate the Company's
diversity  of  product offerings, the Company continues  to  open
stores  on  an  opportunistic basis and  expand  smaller  current
locations where retail space is available.  The Company  believes
that  its  retail  stores  will  generate  increased  sales   and
profitability  as  the stores allow for a true  cross-section  of
both  Company  and  licensee products, enabling  the  Company  to
present the broad lifestyle offering that consumers want to  see.
As it expands its retail business, the Company expects to realize
certain  economies in several selling and administrative  expense
areas.

    The   Company  believes  the  Kenneth  Cole  model   provides
significant  growth  potential  since  the  brand  enjoys  strong
consumer  support  as evidenced by growth at retail  through  the
Company's  wholesale operations and expansion  of  the  Company's
licensee  product  categories  within  the  brand.   The  Company
continues  to analyze the Kenneth Cole Reaction brand  model  for
further growth potential in outlet stores, as well as within  its
licensing and wholesale product categories.

   The  Company  continues to invest in the  enhancement,  visual
presentation and development of its websites to capitalize on the
growth  of its e-commerce and emerging technologies. The  Company
believes  that  web-based transactions  will  contribute  to  the
Company's future, both as a source of consumer information and as
a generator of new revenue.  Among other things, the websites are
designed to create additional revenues through a new distribution
channel,  build  brand equity, fortify image,  increase  consumer
awareness,  improve customer service, provide  entertainment  and
promote support for causes the Company believes are important  to
its   customers.  The  Company  has  strengths  in  its  existing
capabilities   in  customer  service,  including   telemarketing,
merchandising, catalog, fulfillment and e-commerce.  Accordingly,
the  Company believes it has a strategic advantage over companies
that   do   not  support  or  continually  improve  on   emerging
technologies to compliment their consumer direct businesses.

   In  addition  to  seasonal  image  campaigns  via  traditional
advertising  media,  the  Internet has  enabled  the  Company  to
communicate directly with its customers and to have its customers
communicate directly with the Company.  The Company's use of  its
websites to capture and process this relevant market data on  its
consumer  base provides a greater understanding of its  customers
and   market   trends.    The  Company  believes   this   dynamic
relationship   is  invaluable  for  building  customer   loyalty.
Further,   the  Company's  Internet  presence  through   multiple
websites  has  enabled  the  creation  of  a  substantial  e-mail
database  by  which the Company's marketing and customer  service
departments  regularly  interact  with  its  existing   and   new
consumers on-line.

   Licensing.   The  growing strength of  the  Company's  brands,
Kenneth  Cole  New  York,  Kenneth Cole Reaction,  and  Unlisted,
provides  opportunities, through licensing agreements, to  expand
into  new  product  categories and broaden existing  distribution
channels.    The   Company  believes  its   strategic   licensing
relationships  are essential to the growth of  the  Company  both
domestically  and abroad as a lifestyle branded franchise.   Many
of the existing licensee businesses are still relatively small in
their individual product classifications and the Company believes
they hold impressive growth potential.

    The   Company  chooses  its  licensing  partners  with  care,
considering  many  factors,  including  the  strength  of   their
sourcing  and  distribution  abilities,  thereby  attempting   to
maintain  the  same value and style that Kenneth  Cole  customers
have  come  to expect. The Company continues to grow  its  market
share  in both the men's and women's apparel businesses  and  has
started  to penetrate new price tiers with Kenneth Cole  Reaction
branded products.  The Company believes that women's apparel will
further  define and enhance the Company's brands,  improving  its
ability to deliver the product that the Company's customers seek.
Building  on  the womenswear product classification, the  Company
launched  women's  swimwear  line during  2003.   The  successful
menswear business spawned the expansion into men's dress pants in
Fall 2003, which demonstrated strong growth throughout 2004.  The
Company's  fragrance license with Coty, Inc. (a division  of  The
Lancaster Group) is designed to expand consumer awareness through
Coty's  global marketing group and provide an extension of  brand
awareness    to    the   Company   licensees   and   partnerships
internationally and domestically.  In the Fall 2003 season, Coty,
Inc. successfully launched Kenneth Cole Black for men, which  was
one  of  the  season's top performers.  During 2004, the  Company
successfully  launched Reaction fragrance for men and  Black  for
women. In 2005, the Company expects to add Reaction fragrance for
women,  as  well  as Kenneth Cole Signature  for  men.   The  new
fragrances  are  expected to replace the  original  Kenneth  Cole
fragrances  allowing  for fresh, new and  exciting  products  for
market  penetration, growth and brand awareness. The  Company  is
committed   to  strategically  further  expanding   its   product
classifications internationally and to continue to  build  growth
through  brand  awareness and diversity.  In  2003,  the  Company
signed  a  wholesale  apparel  and  retail  distribution  license
agreement  in  Australia, an agreement for  distribution  in  the
Middle  East  and is currently exploring new markets.   Also,  in
2004, the Company signed an agreement with a European distributor
to  distribute men's and women's footwear to certain countries in
Europe.

   The  Company's brands are currently licensed for  a  range  of
products consistent with the Company's image (see "Licensing"  in
Item 1).

Products

   The Company markets its products principally under its Kenneth
Cole  New  York, Kenneth Cole Reaction and Unlisted brand  names,
along  with  its newly licensed brand for footwear,  Bongo,  each
targeted  to appeal to different consumers. In 2004, the  Company
launched  the  Tribeca brand, which is specifically designed  for
department  store  distribution.  The Company believes  that  the
products  marketed under the Kenneth Cole New  York  brand  names
have  developed into true aspirational brands, and while  it  has
similar designer cache as other international designer brands, it
has greater value credibility.



Kenneth Cole New York

   Kenneth  Cole New York products are designed for  the  fashion
conscious  consumer and reflect the relaxed urban  sophistication
that  is  the  hallmark of the Kenneth Cole New York  image.  The
distinctive hip styling of this line has established Kenneth Cole
New  York as a fashion authority for sophisticated men and  women
who are seeking a value alternative to other designer brands.  As
a  result of strong brand recognition and a reputation for style,
quality  and  value, the Company believes that Kenneth  Cole  New
York  has become an important resource for better department  and
specialty  stores,  and continues to provide  significant  growth
opportunities.   The Kenneth Cole New York product  offering  has
evolved  from  a  very trendy line into one  with  broad  appeal,
including  both  fashion-forward styling and  core  basics.   The
Company  continues to leverage the strength of its  name  through
brand  extensions (e.g., Kenneth Cole Signature), in-store  shops
and  the licensing of many new product categories.   Kenneth Cole
Signature represents the premier styling and craftsmanship of the
Kenneth  Cole brands, and its distribution is limited  to  better
department stores.

   Kenneth  Cole New York men's footwear, primarily  manufactured
through   Italian   factories,  is  designed   as   contemporary,
comfortable  leather fashion footwear and is sold to the  bridge-
designer market at retail price points ranging from approximately
$165  to $275.  As versatile as it is sophisticated, Kenneth Cole
New  York  men's  footwear  may be  worn  to  work,  for  special
occasions  or on weekends with casual clothes.  In addition,  the
Company  has  added "silver technology" to its  line  to  enhance
comfort.   This  technology  features  a  micro-tech  midsole,  a
removable gel insole, and a fiberglass shank.

   Kenneth Cole New York women's footwear, primarily manufactured
through  Italian,  Spanish,  and  Brazilian  factories,  includes
sophisticated  and  elegant dress, casual  and  special  occasion
footwear  that  is sold to the bridge-designer market  at  retail
price  points  ranging from approximately $130 to $300.   Women's
footwear  is constructed by fine leather craftsmen to  allow  the
customer high quality designer styling with value for the fashion
conscious woman at work or in social gatherings.

   Kenneth  Cole  New  York  handbags are  sleek  designer  bags,
generally  made  of  quality leathers and  sold  to  the  bridge-
designer market at retail price points ranging from approximately
$130  to $350.  The seasonal line includes certain updated styles
that  offer the customer high-fashion bags, which are accompanied
by tailored career bags for the sophisticated urban consumer.

     Kenneth Cole Reaction

   Kenneth  Cole  Reaction  consists  of  a  variety  of  product
classifications, which address the growing trend toward  flexible
lifestyle  dressing at affordable prices.  Originally  introduced
as  a  comfort-oriented casual line, Kenneth  Cole  Reaction  now
includes  more  dressy  styles.  Kenneth  Cole  Reaction  women's
footwear,  primarily manufactured in China, is designed  for  the
workplace as well as for outside the office, with an emphasis  on
comfort,  versatility, contemporary styling  and  value.   It  is
targeted  to  compete in the largest single category of  footwear
sold in department stores, women's "better", and the majority  of
the  line  retails  primarily in the $60  to  $120  price  range.
Kenneth  Cole Reaction men's footwear, primarily manufactured  in
China and Italy, combines fashionable and versatile styling  with
affordable  pricing  and  is positioned in  the  fastest  growing
classification  in the men's market as consumer preferences  lean
away   from   athletic   constructed  footwear   toward   regular
constructed footwear.  This line retails approximately in the $80
to $135 price range.

   Kenneth  Cole  Reaction  handbags, primarily  manufactured  in
China,  are  designed to be multifunctional with  a  contemporary
look  and are primarily made of leather and non-leather technical
fabrications, such as nylon, microfiber and canvas.  Kenneth Cole
Reaction  handbags have been styled to appeal to the same  young,
hip  customer as the Kenneth Cole Reaction footwear line to  meet
the   varying  needs  of  the  Company's  customers.   This  line
generally retails at price points ranging from approximately  $50
to $125.

    Kenneth   Cole   Reaction  children's   footwear,   primarily
manufactured in China, includes dress and casual footwear sold at
price points ranging from $35 to $60 and is targeted to boys  and
girls  ages 6 to 12, who the Company believes are making more  of
their own fashion choices than ever before.  The Company believes
that  children's footwear is a natural extension of its  footwear
business  and  that  its  use  of styles  based  upon  successful
performers  in  its  existing men's and women's  styles,  greatly
enhances  the likelihood of product performance.  The success  of
children's  footwear  led the Company to introduce  Kenneth  Cole
Reaction toddler footwear in 2003.  This has improved its  retail
presence  and has further penetrated the children's Kenneth  Cole
Reaction brand in the marketplace.


  Unlisted

   Unlisted  products are designed and targeted to  the  younger,
trendier consumer market, the country's largest consumer base  of
fashion  merchandise. The Unlisted brand was developed to  expand
the  Company's  sales  into  a younger,  more  moderately  priced
business  and includes men's and women's casual and  dress  shoes
each season.

   Unlisted  footwear  provides the young consumer  with  a  wide
selection  of footwear with contemporary styling and  quality  at
affordable prices.  Unlisted women's footwear includes  not  only
fashion  styles, but also evening styles, basic pumps and loafers
that  generally retail at price points ranging from  $35  to  $60
with approximately 60 styles per season.  Unlisted men's footwear
continues  brand  penetration through additional door  expansion,
continuing  its  strong growth, capitalizing on the  large  youth
consumer  base.   The line includes casual and dress  assortments
with  a variety of fashion styles to compliment the selection  of
approximately  50  styles  per season.  Unlisted  men's  footwear
appeals to a broader young men's market with shoes that range  at
retail price points from $50 to $80.

  Bongo

   Bongo products are designed for the junior consumer market  to
be  sold  through mid-tier department and specialty stores.   The
brand brings fashion and style at reasonable price points to  the
junior  market  and  includes children's and women's  casual  and
dress shoes each season.

   Currently, Bongo footwear includes only women's and children's
footwear lines although the Company plans to provide a men's line
during  2005.   The women's footwear line has a wide  variety  of
styles  for casual, weekend, and special evening events including
pumps,  boots, and loafers, among others.  The price  points  for
the  women's  line  range from $30 to $50 with  approximately  40
styles per season, while the price points for the men's line  are
expected to range from $55 to $75.  Children's price points range
from  $20  to $35.  The brand provides a market that the  Company
was not previously penetrating with its branded products.

  Tribeca

   The Company introduced Tribeca footwear for women products  in
the  second half of 2004 while the Tribeca men's line is expected
to  launch  in  Fall 2005.  This brand was created for  the  very
young,  trendier  shopper  in  the department  store  channel  of
distribution.   The  lines will include dress and  casual  styles
leaning  more  toward  the casual customer's  expectations.   The
price  points range from $45 to $70 for the women's line and  are
expected to be approximately $60 to $90 for the men's line.

Business Segments

   The  Company  manages  its business  through  three  segments:
Wholesale,  Consumer Direct, and Licensing.  During  the  periods
presented  below, the percentage of net revenues  contributed  by
the Company's business segments were as follows:

<TABLE>
<CAPTION>
                                          Year Ended
                                          December 31,
                                    2004     2003     2002
          <S>                   <C>      <C>      <C>
           Wholesale              54%      54%      55%
           Consumer Direct        38       38       38
           Licensing               8        8        7
                                 ----     ----     ----
           Total                 100%     100%     100%

</TABLE>

Wholesale Operations

   The  Company  strives to provide affordable fashion  footwear,
handbags and accessories with consistent marketing and management
support  to  its wholesale customers. The Company  provides  this
support  by  producing strong image-driven advertising,  offering
creative  quality  products  and maintaining  adequate  inventory
levels  of  new  products  as well as products  included  in  the
Company's open stock program. The Company employs a sales  force,
as  well  as corporate account specialists, to sell its  products
and  to  manage  its relationships with its wholesale  customers,
including  analyzing  and monitoring their  selling  information.
The  Company  has previously increased the size of its  corporate
account specialist's staff and anticipates continued build up, as
it believes its investment in account specialists is essential to
the maintenance and growth of its wholesale businesses.

   The  Company's  products are distributed to  more  than  1,750
wholesale accounts for sale in more than 7,500 store locations in
the  United  States. The Company markets its branded products  to
major  department  stores and chains, such as Dillard  Department
Stores,  Inc.,  Federated  Department Stores  (including  Macy's,
Bloomingdales,  and  Burdines) and upscale  specialty  retailers,
including Saks Fifth Avenue and Nordstrom, Inc.  In addition, the
Company sells out-of-season branded products and overruns through
the  Company's  outlet  stores and to  off-price  retailers.  The
Company   also   sells   its  products,   directly   or   through
distributors,  to  customers  in  various  international  markets
including  Australia, United Kingdom, Mexico, Hong Kong,  Taiwan,
South  Korea, the Philippines, Singapore, Latin America and parts
of South America and the Caribbean through leasing agreements.

  The Company markets its product lines and introduces new styles
at  separate  industry-wide footwear and handbag tradeshows  that
occur  several times throughout the year in New York,  Las  Vegas
and  at  various  regional shows. These  shows  also  afford  the
Company  the  opportunity to assess preliminary  demand  for  its
products.  After  each  show,  the  Company's  sales  force   and
corporate  account  specialists visit  customers  to  review  the
Company's  product lines and to secure purchase commitments.  The
Company's  products  are also displayed at separate  handbag  and
footwear showrooms in New York.

  Private Label

   The  Company also designs, develops and sources private  label
footwear and handbags for selected retailers. These private label
customers  include  major  retailers that  do  not  purchase  the
Company's brands.  The Company's private label business  requires
minimal  overhead  and  capital  because  the  Company  does  not
typically  incur  any  costs related to  importing,  shipping  or
warehousing of inventory, all of which are usually borne  by  the
private label customer.

  Canada

     In 2003, the Company ended its footwear and handbag licenses
for distribution in Canada.  The Company assumed the operations,
which are managed from its New York City headquarters with a
sales staff and distribution center in Canada.  The Company also
assumed the Canadian handbag operations in 2004 after its license
agreement ended on December 31, 2003.

     The  Company  markets  its branded  products  in  Canada  to
independent  specialty retailers and most of the countries  large
department  stores,  including Sears  Canada,  Browns,  Townshoe,
Sterling  and  Friedmans.  The branded products include,  Kenneth
Cole  New  York, Kenneth Cole Reaction, and Unlisted  men's'  and
women's'  footwear,  as well as Kenneth Cole Reaction  children's
and handbags and Kenneth Cole New York handbags.  The Tribeca and
Bongo  footwear  brands  are  expected  for  late  2005  Canadian
distribution.


Consumer Direct Operations

   Retail Operations

   The  Company continues to pursue opportunities to enhance  and
expand  its retail operations.  At December 31, 2004, the Company
operated  50  specialty Kenneth Cole New York retail  stores,  36
outlet stores under the Kenneth Cole New York name and one  store
under the Kenneth Cole Reaction name, which was closed subsequent
to December 2004.

   The  Company  believes  its specialty  retail  stores  develop
consumer  recognition of its brand names, provide a showcase  for
Kenneth  Cole  branded products marketed by the Company  and  its
licensees  and  enhance the Company's overall profitability.  The
Company  believes  that  these stores  complement  its  wholesale
business  by building brand awareness. In addition, Kenneth  Cole
specialty retail stores enable the Company to reach consumers who
prefer  the environment of a specialty store.  Approximately  20-
25%  of the Company's specialty retail store products are sourced
exclusively for such stores to differentiate the product  mix  of
its  stores  from that of its wholesale customers.   The  Company
opened 5 specialty retail stores and closed 4 stores in 2004, and
plans  to  open or expand 5 to 7 new specialty retail  stores  in
2005.

   The Company's outlet stores enable it to sell a portion of its
excess  wholesale, retail and catalog inventory in a manner  that
it  believes  does  not have an adverse impact on  its  wholesale
customers  and  the  Company's retail  operations.   The  Company
generally does not make a style available in its outlet stores or
to off-price retailers until wholesale customers have taken their
first markdown on that style. In addition, the Company began  its
"Made for Outlet" sourcing program, similar to exclusive sourcing
for  retail during 2004 and has differentiated outlet  from  both
retail  store  and wholesale customers.  The Company  anticipates
that it will require additional outlet stores as higher levels of
sales are achieved and additional retail stores are opened.   The
Company  opened 3 outlet stores in 2004 and has plans to open  or
expand 3 to 6 outlet stores in 2005.

   The  success  of  the Company's new and existing  stores  will
depend  on  various  factors,  including  the  ongoing  political
instability, the possibility of additional terrorist attacks  and
general  economic  and  business  conditions  affecting  consumer
spending,  the  acceptance by consumers of the  Company's  retail
concept,  the ability of the Company to manage successfully  such
expansion,  the  ability  of  the  Company  to  hire  and   train
personnel,   the   availability  of  desirable   locations,   the
negotiation of acceptable lease terms for new locations  and  the
expansion  of  the  Company's management information  systems  to
support  the  growth  of  its  retail  operations.   The  Company
believes  that  its retail stores further enhance its  image  and
represent an opportunity for revenue and earnings growth.

       Catalog, Website and Customer Service

   The  Company produces consumer catalogs that feature a variety
of  Kenneth  Cole  New  York and Kenneth  Cole  Reaction  branded
products.  Catalog order taking is currently performed  in  house
and,  beginning in 2004, fulfillment for accessories and  apparel
is  performed by a third party distribution center in New Jersey.
This  has enabled the Company to improve distribution and  manage
its inventory more cost effectively.

  The Company maintains websites to provide information regarding
the  Company  and  its  products, as well as  to  conduct  online
business.    The   Company's  websites  www.kennethcole.com   and
www.kennethcolereaction.com are continually  enhanced  to  enable
its consumers to purchase directly from the Company on-line.  The
Company  plans to continue to invest in the Internet and emerging
technologies   and   believes  that   based   on   its   existing
merchandising, fulfillment and marketing capabilities, it is well
positioned to deliver an on-line commerce solution with nonpareil
customer  service.   The  Company also  maintains  two  toll-free
telephone  numbers  (1-800-KEN-COLE  and  1-800-UNLISTED),  which
provide customer service and answer product-related questions.

   In   2003,  the Company started a corporate gift  distribution
channel, whereby corporate customers are sold Kenneth Cole  items
for  award  and recognition programs.  During 2004,  the  Company
printed  catalogs and outsourced a small sales staff  to  process
orders,  which are drop shipped from the Company's  licensees  or
its  warehouse.  The Company believes this is another  avenue  of
distribution  to  expand its various brands to  enhance  customer
awareness and strengthen market position.

Licensing

  Domestic Licensing

   The  Company  views its licensing agreements as a  vehicle  to
serve  its  customers better by extending its  product  offerings
thereby  allowing more consumers to meet their fashion  accessory
needs without compromising on price, value or style.  The Company
considers  entering  into  licensing and distribution  agreements
with  respect to certain products if such agreements provide more
effective  sourcing, marketing and distribution of such  products
than  could  be  achieved internally.  The Company  continues  to
pursue  opportunities in new product categories that it  believes
to be complementary to its existing product lines.

   Licensees  range  from small to medium size  manufacturers  to
companies that are among the industry leaders in their respective
product  categories.   The  Company  selects  licensees  that  it
believes   can  produce  and  service  quality  fashion  products
consistent with the Kenneth Cole New York, Kenneth Cole  Reaction
and  Unlisted brand images. The Company communicates  its  design
ideas  and  coordinates all marketing efforts with its licensees.
The  Company  generally grants licenses for three  to  five  year
terms   with   renewal  options,  limits  licensees  to   certain
territorial  rights,  and  retains the  right  to  terminate  the
licenses if certain specified sales levels are not attained. Each
license  provides the Company with the right to  review,  inspect
and  approve all product designs and quality and approve any  use
of its trademarks in packaging, advertising and marketing.

   The Company believes it can continue to capture shelf space in
better department stores for its men's apparel collection  as  it
further rolls out tailored clothing, men's sportswear, and  dress
shirts.   This  is an important step in further defining  Kenneth
Cole  as  a premier lifestyle brand as its distinctive  image  is
consistently  developed across an expanding number  of  products,
brands  and  markets.  As a result of the success  of  men's  and
women's  apparel,  the  Company introduced women's  swimwear  and
men's  dress  pants  to the Kenneth Cole New  York  and  Reaction
product  lines.   In  addition,  the  Company  launched  Reaction
fragrance for men and Black for women in 2004.  The Company plans
to continue to draw upon Kenneth Cole's creative strength and its
marketing resources to continue to build brand definition.



The  following table summarizes the Company's product  categories
under its licensing agreements:

                        Kenneth Cole    Kenneth Cole
Product Category          New York        Reaction       Unlisted
Men's Tailored Clothing       X               X              X
Men's Sportswear              X
Men's Neckwear                X               X
Men's Dress Shirts            X               X
Men's Casual Pants            X               X
Men's Leather & Fabric
  Outerwear                   X               X
Men's Small Leather Goods     X               X
Men's Belts                   X               X              X
Women's Sportswear            X
Women's Small Leather Goods   X               X              X
Women's Leather &
  Fabric Outerwear            X               X
Women's Scarves & Wraps       X               X
Men's/Women's Jewelry         X               X              X
Men's/Women's Swimwear        X               X              X
Men's/Women's Watches         X               X              X
Men's/Women's Optical Frames  X               X
Men's/Women's
  Luggage/Briefcases          X               X
Men's/Women's Sunglasses      X               X              X
Men's/Women's Fragrances      X               X              X
Children's Apparel                            X

   All  of the Company's licensees are required to contribute  to
the Company a percentage of their net sales of licensed products,
subject  to  minimum amounts, for the ongoing  marketing  of  the
Kenneth Cole brands.

  International Licensing

   The  Company  sells  its  products  through  distributors  and
licensees   to  wholesale  customers  and  direct  retailers   in
international   markets  including  Canada,   Australia,   United
Kingdom, United Arab Emirates ("UAE"), Kuwait, Mexico, Venezuela,
Ecuador,  Costa Rica, Peru, Panama, the Caribbean  Islands,  Hong
Kong, Taiwan, the Philippines, Korea, Malaysia and Singapore.

   The  Company has an agreement presently with Dickson Concepts,
Ltd. ("Dickson") to retail Kenneth Cole New York and Kenneth Cole
Reaction branded products through established freestanding stores
in  Hong  Kong, Taiwan and Singapore.  Dickson presently operates
freestanding stores in these countries as well as several shop-in-
shops.    Each  store  carries  a  selection  of  the   Company's
merchandise, which is also available in the Kenneth Cole domestic
retail stores.  In addition, the Company's continued focus on the
Asian   market  included  shop-in-shops  in  Korea  through   its
licensee,  Chiel  Industries, a division of  Samsung  Industries,
shop-in-shops and freestanding stores in the Philippines, through
the   Company's  Philippine  licensee,  Store  Specialists,  Inc.
(Rustan's Department Store).  In 2003, the Company entered into a
wholesale and retail distribution agreements for Australia.   The
licensee opened shop-in-shops with men's apparel during 2004, and
the  Company's footwear licensee launched Kenneth Cole  New  York
and  Kenneth  Cole Reaction footwear.  In addition, Apparel  LLC,
the Company's Gulf Region licensee, opened freestanding stores in
the United Arab Emirates and one store in Kuwait during 2004.

   In North America, the Company, through licensing arrangements,
continues  to  sell  and  market its  products  in  Canada.   The
majority  of  product classifications available domestically  are
also  available  in Canada.  Currently, the Company  operates  in
Canada through two licensees and the use of shop-in-shops,  while
its  footwear and handbag licensee businesses were taken in house
and  are managed from its New York City headquarters through  its
Wholesale segment.  The Latin American licensee agreement  covers
Latin  America,  South  America  and  the  Caribbean,  with   the
exception  of  Brazil,  Argentina and  Uruguay.   Currently,  the
Company's licensee operates 18 freestanding stores and 20 shop-in-
shops in this region.

   In  Europe,  the  Company  owns  and  operates  one  store  in
Amsterdam, and through a licensing agreement, operates stores  in
London  and  sells  footwear, luggage, small leather  goods,  and
handbags  to  department stores within the United  Kingdom.   The
Company  also sells footwear through footwear agents  in  France,
the  Benelux countries, Greece, Spain, and Portugal.  The Company
continues to investigate opportunities that impact this market as
well as other new markets throughout the globe.

   The Company realizes the critical role that licensees have  on
the  growth  and  development of Kenneth Cole and  its  diffusion
brands;  and therefore, assumes significant care to strategically
align itself with viable business partners around the world.  The
Company  is  optimistic about the expansion of its  international
licensing programs as a means of developing a truly global brand.

Design

   Kenneth D. Cole, Chairman and Chief Executive Officer, founded
the   Company  in  1982  and  its  success  to  date  is  largely
attributable  to  his  design talent,  creativity  and  marketing
abilities.  Mr. Cole selects designers to join a design  team  to
work  with  him  in the creation and development of  new  product
styles.  Members of each design team collaborate with Mr. Cole to
create designs that they believe fit the Company's image, reflect
current  or  approaching  trends and can  be  manufactured  cost-
effectively.

   The  Company's design teams constantly monitor fashion  trends
and  search  for new inspirations.  Members of the various  teams
travel extensively to assess fashion trends in Europe, the United
States  and  Asia  and  work closely with  retailers  to  monitor
consumer preferences. The process of designing and introducing  a
new  product  takes approximately two to four  months.  Once  the
initial  design  is complete, a prototype is developed,  reviewed
and refined prior to commencement of production.

   In order to reduce the impact of changes in fashion trends  on
the Company's product sales and to increase the profitability  of
the Company's products, the Company continuously seeks to develop
new core basic product styles that remain fashionable from season
to  season  without  significant changes in  design  or  styling.
Since  these  core  basic  products  are  seasonless,  retailers'
inventories  of  core  basic  products  tend  to  be   maintained
throughout the year and reordered as necessary, primarily through
electronic data interchange.

Sourcing

    The  Company  does  not  own  or  operate  any  manufacturing
facilities.   Instead, it sources its branded and  private  label
products   directly  or  indirectly  through  independently-owned
manufacturers  in  Italy, Spain, Brazil, China and  Korea,  among
others.  The Company maintains an office in Florence,  Italy  and
generally   has   long-standing   relationships   with    several
independent buying agents to monitor the production, quality  and
timely   distribution  of  the  Company's   products   from   its
manufacturers.   In  addition, as part  of  its  global  sourcing
strategy, the Company expects to expand production in China.  The
Company sources each of its product lines separately based on the
individual  design,  styling and quality specifications  of  such
products.

    The   Company   attempts  to  limit  the   concentration   of
manufacturing  with any one manufacturer. However,  approximately
21% and 32% of total handbag purchases came from one manufacturer
in  China during 2004 and 2003, respectively.  Approximately  37%
and  36% of Kenneth Cole New York and Kenneth Cole Reaction men's
footwear  was  produced by one manufacturer in  Italy,  utilizing
several   different  factories  in  Europe  in  2004  and   2003,
respectively.  Furthermore, approximately 33% and 37% of  Kenneth
Cole   New   York  ladies'  footwear  was  purchased   from   one
manufacturer  in Italy during 2004 and 2003, respectively,  while
58%  and  57% of Kenneth Cole Reaction ladies' footwear purchases
were  sourced through one manufacturer in China in 2004 and 2003,
respectively.  Many of these manufacturers, however,  subcontract
a  portion of such purchases to ensure the consistent and  timely
delivery  of  quality  products.  The Company  is  a  significant
customer  of  several of these manufacturers and has  established
long-standing  relationships  with  them.   While   the   Company
believes  it  has alternative manufacturing sources available  to
meet its current and future production requirements, there can be
no assurance that, in the event the Company is required to change
its   current  manufacturers,  alternative  suppliers   will   be
available   on   terms  comparable  to  the  Company's   existing
arrangements.

   In advance of the Fall and Spring selling seasons, the Company
works  with  its manufacturers to develop product prototypes  for
industry trade shows. During this process, the Company works with
the manufacturers to determine production costs, materials, break-
even  quantities and component requirements for new styles. Based
on  indications  from  the  trade shows  and  initial  purchasing
commitments  from  wholesalers,  the  Company  places  production
orders  with  the manufacturers. In addition, the Company  has  a
program, "test and react", whereby prototypes are rushed  to  its
specialty retail stores immediately after completion to determine
initial   consumer   reaction.    Successful   styles,   consumer
acceptance  and demand are used to adjust factory production  and
line  development prior to initial season shipping.  As a  result
of the need to maintain in-stock inventory positions, the Company
places  manufacturing orders for open stock and  certain  fashion
products  prior to receiving firm commitments from its customers.
Once  an  order has been placed, the manufacturing  and  delivery
time  ranges from three weeks to four months depending on whether
the  product is new or is currently in production. Throughout the
production process, the Company monitors product quality  through
inspections  at  both  the  factories and  upon  receipt  at  its
warehouses.  To  reduce  the  risk of overstocking,  the  Company
monitors  sell-through data on a weekly basis and seeks input  on
product  demand from wholesale customers to adjust production  as
needed.

Advertising and Marketing

   The  Company believes that advertising to promote and  enhance
the  Kenneth  Cole New York, Kenneth Cole Reaction, and  Unlisted
brands is an integral part of its long-term growth strategy.  The
Company  believes  that  its advertising  campaigns,  which  have
brought it national recognition for their timely focus on current
events  and social issues, have resulted in increased  sales  and
consumer   awareness  of  its  branded  products.  The  Company's
advertising  appears in magazines such as Vogue, The New  Yorker,
GQ,  and InStyle, newspapers, and outdoor and media. The majority
of  the  Company's  licensees are required to contribute  to  the
Company  a  percentage of their net sales of  licensed  products,
subject  to  minimums, for the advertising and promotion  of  the
Kenneth  Cole  brand  image. In addition,  the  Company  believes
personal  appearances  by  Kenneth D. Cole  further  enhance  the
Company's brand awareness.

    The  Company  utilizes  its  in-house  staff  for  marketing,
advertising and public relations efforts enabling the Company  to
maintain  the integrity of its brands while realizing substantial
cost savings when compared to outsourcing.

   In  order  to  continue to strengthen brand awareness  of  its
products and increase sales, the Company is actively involved  in
development,  marketing  and  merchandising  programs   for   its
customers.   As  part  of  this  effort,  the  Company   utilizes
cooperative  advertising programs, sales promotions and  produces
trade  show  sales tools and consumer catalogs  which  feature  a
variety  of  branded  products marketed by the  Company  and  its
licensees.   As  a  result  of  these internal  productions,  the
Company  believes that there is a singular focus, strong  synergy
and consistency in all of the Company's communications.

   An additional aspect of the Company's marketing efforts is the
creation  and placement of branded enhancements in key department
and  specialty  store  locations.  These focus  areas  create  an
environment  that  is  consistent with the  Company's  image  and
enables the retailer to display and stock a greater volume of the
Company's  products  per  square foot  of  retail  space.   These
enhancements  are  achieved through the placement  of  fixturing,
point  of  purchase displays and graphics.  The Company  believes
that these in-store enhancements encourage longer-term commitment
by  retailers  to  the Company's products and  heighten  consumer
brand awareness.

Distribution

    To   facilitate  distribution,  the  Company's  products  are
inspected,  bar  coded, packed and shipped from manufacturers  by
ocean or air to the Company's distribution facilities located  in
the  United  States  of  America.  The  Company  utilizes  fully-
integrated  information  systems  and  bar  code  technology   to
facilitate  the receipt, processing and distribution  of  product
through third party warehouse distribution centers.  The products
are  then shipped to the Company's wholesale customers either  in
predetermined  sizes,  in  case packs or  under  its  open  stock
program.  The  Company's open stock program allows its  wholesale
customers  to reorder, typically via electronic data  interchange
("EDI"), core basic styles in a range of colors and sizes as well
as  many  fashion styles, for immediate shipment. While the  open
stock  program  requires an increased investment in  inventories,
the Company believes this program is an important service for its
wholesale  customers by allowing them to manage inventory  levels
more  effectively.  The Company expects that affording  customers
improved  flexibility in ordering specific  stock  keeping  units
("SKUs")  in  smaller  quantities  will  ultimately  reduce   the
incidence of markdowns and allowances.

   The  Company  has capitalized on its centralized  distribution
facilities  to  provide additional support to  its  retail  store
operations on shipments of footwear and handbag products as  well
as  direct shipments to its catalog and Internet customers.   The
Company's EDI program is also used to re-supply its retail  store
on  a  variety of products, thereby enhancing its service to  the
Company's retail operations through improved inventory management
and  customer response.  To facilitate distribution, the  Company
has  third-party public warehouses located on the East Coast  and
West Coast to accommodate merchandise imported from Asia, Europe,
and South America.

Management Information Systems

  The Company believes that sophisticated information systems are
essential  to  the Company's ability to maintain its  competitive
position   and   to  support  continued  growth.  The   Company's
management  information systems were designed to  provide,  among
other   things,   comprehensive  order  processing,   production,
accounting   and   management  information  for   the   sourcing,
importing,  distribution and marketing aspects of  the  Company's
business.   The  Company  continues to  update  and  enhance  its
distribution  and  financial systems with newer  technology  that
offers  greater  functionality and reporting  capabilities.   The
Company also utilizes an EDI system that provides a computer link
between the Company and many of its wholesale customers, as  well
as  its retail operations that enables the Company to receive on-
line  orders and to accumulate sales information on its  products
shipped  to  its wholesale customers, retail stores, catalog  and
internet  customers.  The Company's EDI system also improves  the
efficiency  of responding to customer needs and allows  both  the
customer  and  the  Company to monitor purchases,  shipments  and
invoicing. In its retail stores, the Company also uses  point-of-
sale  registers  to  capture sales data,  track  inventories  and
generate EDI replenishment orders.

   The Company regularly evaluates the adequacy of its management
information  systems  and upgrades such systems  to  support  its
growth.   However,  any  failure by the Company  to  continue  to
upgrade  its management information systems necessary to  support
growth  or expansion, which could arise either with its  internal
systems  or  systems of its third parties, could have a  material
adverse  effect  on  the Company's financial  condition  and  its
results  of operations (see Item 7, "Management's Discussion  and
Analysis of Financial Condition and Results of Operations").

Trademarks

   The Company, through its wholly-owned subsidiary, Kenneth Cole
Productions  (LIC),  Inc.,  owns federal  registrations  for  its
principal trademarks Kenneth Cole, Kenneth Cole New York, Kenneth
Cole  Reaction,  Reaction, Kenneth Cole Collection,  Tribeca  and
Unlisted  as  well  as  several other  ancillary  and  derivative
trademarks.   Each of the federal registrations is  currently  in
full  force  and  effect  and is not the  subject  of  any  legal
proceedings.  In  addition,  the  Company  has  several   federal
applications  pending in the United States Patent  and  Trademark
office  for trademarks and service marks.  Moreover, the  Company
continues  to  expand its current international registrations  in
numerous countries throughout the world.  The Company regards its
trademarks and other proprietary rights as valuable assets in the
marketing and distribution of its products, and fully intends  to
maintain,  renew  and  protect  the  registrations,  as  well  as
vigorously defend all of its trademarks against infringements.

Competition

   Competition in the footwear and handbags industries is intense
and these product classifications are subject to rapidly changing
consumer  demands.  The Company competes with numerous designers,
brands  and  manufacturers  of footwear,  handbags,  apparel  and
accessories,  some of which may be larger, have achieved  greater
recognition  for their brand names, have captured greater  market
share  and/or have substantially greater financial, distribution,
marketing and other resources than the Company.  The Company also
competes for the limited shelf-space available for the display of
its products to consumers, and the Company's licensed apparel and
accessories  also compete with a substantial number  of  designer
and  non-designer brands.  Moreover, the general availability  of
contract  manufacturing  capacity allows  access  by  new  market
entrants.  The  Company  believes the  success  of  its  business
depends  on  its  ability to stimulate and  respond  to  changing
consumer  preferences  by  producing  innovative  and  attractive
products,  brands and marketing, while remaining  competitive  in
quality and price.

Foreign Operations

   The  Company's  business is subject  to  the  risks  of  doing
business abroad, such as fluctuations in currency exchange rates,
local  market  conditions, labor unrest,  political  instability,
actions   of   a  public  enemy,  military  or  other  government
intervention,  priorities, restrictions or  allocations  and  the
imposition   of  additional  regulations  relating  to   imports,
including  quotas, duties or taxes and other charges on  imports.
There  can  be no assurance that these factors will  not  have  a
material  adverse  effect  on  the Company's  operations  in  the
future.

   In order to reduce the risk of exchange rate fluctuations, the
Company  routinely  enters  into foreign  exchange  contracts  to
protect  the  future purchase price of inventory  denominated  in
Euro.  These Euro foreign exchange contracts are used  to  reduce
the  Company's exposure to changes in foreign exchange rates  and
are  not held for the purpose of trading or speculation (see Item
7,  "Management's Discussion and Analysis of Financial  Condition
and Results of Operations").



Import Restrictions

   Although the majority of the goods sourced by the Company  are
not currently subject to quotas, countries in which the Company's
products are manufactured may, from time to time, impose  new  or
adjust  prevailing  quotas  or  other  restrictions  on  exported
products.  In addition, the United States may impose new  duties,
tariffs and other restrictions on imported products, any of which
could  have a material adverse effect on the Company's operations
and  its  ability to import its products at current or  increased
quantity  levels.  In  accordance  with  the  Harmonized   Tariff
Schedule, a fixed duty structure in effect for the United States,
the Company pays import duties on its products.  The majority  of
its products have import duties that range from approximately  6%
to  37.5%,  depending on the category and the principal component
of the product. Other restrictions on the importation of footwear
and  other  products are periodically considered  by  the  United
States  government and no assurance can be given that tariffs  or
duties  on  the Company's goods may not be raised,  resulting  in
higher  costs  to the Company, or that import quotas  restricting
such goods may not be imposed or made more restrictive.

Seasonality

   The  Company's products are marketed primarily  for  Fall  and
Spring seasons, with slightly higher volume of wholesale products
sold  during the first and third quarters.  The Company's  retail
business   follows   the  general  seasonal   trends   that   are
characteristic within the retail industry: sales and earnings are
highest  in the fourth quarter and weakest in the first  quarter.
Because  the  timing of wholesale shipments of products  for  any
season  may  vary  from year to year, the  results  for  any  one
quarter may not be indicative of the results for the full year.

Customers

   The  Company's department store customers include major United
States  retailers,  several of which are under common  ownership.
In  2004  and  2003, the Company had no customer or  group  under
common  ownership  account  for  more  than  10%  of  sales.  The
Company's  ten largest customers represented 36.6% and  37.9%  of
the Company's net sales for the years ended December 31, 2004 and
2003,  respectively.  While the Company believes that  purchasing
decisions have generally been made independently by each division
within  a  department  store  group,  there  is  a  trend   among
department  store groups toward centralized purchasing  decisions
of their divisions.

Backlog

   The  Company had unfilled wholesale customer orders  of  $65.0
million and $59.9 million, at February 12, 2005 and February  12,
2004, respectively. The Company's backlog at a particular time is
affected by a number of factors, including seasonality, timing of
market weeks, and wholesale customer purchases of its core  basic
products through the Company's open stock program. Accordingly, a
comparison of backlog from period to period may not be indicative
of eventual shipments.


Employees

   At  December  31,  2004, the Company had  approximately  1,800
employees, none of whom are covered under a collective bargaining
agreement.   The  Company had a collective bargaining  agreement,
which  expired  in  April 2004, at which time it  outsourced  its
distribution  operation  and closed its New  Jersey  distribution
center.  Prior  to that, the Company utilized a  union,  a  local
affiliate of the International Leather Goods, Plastics,  Handbags
and  Novelty  Workers' Union, Local 1, Division of  Local  342-50
United  Food  and  Commercial Workers  Union  (the  "Union").  In
connection   with   this   transition,   the   Company   incurred
approximately   $1.1  million  in  aggregate   costs,   including
severance,  the  write-off of unamortized leasehold  improvements
and  moving  costs  during 2004. These  costs  were  expensed  as
incurred  in accordance with SFAS No. 146 "Accounting  for  Costs
Associated  with Exit or Disposal Activity" within  the  Selling,
General  and Administrative expenses caption on the face  of  the
Consolidated Statement of Income.



Directors and Executive Officers

Name                 Age       Present Position

Kenneth D. Cole       50    Chief Executive Officer,  Chairman
                              of the Board of Directors
Paul Blum             45    President and Director
Michael Newman        59    Vice Chairman
David P. Edelman      43    Chief Financial Officer
Harry Kubetz          51    Senior Vice President-Operations
Susan Q. Hudson       45    Senior Vice President-Wholesale
Carol Sharpe          50    Senior Vice President, Consumer Direct
Lori Wagner           40    Senior Vice President, Marketing
Linda Nash Merker     48    Senior Vice President, Human Resources
Michael F. Colosi     39    Corporate Vice President and
                              General Counsel and Secretary
Robert C. Grayson     60    Director
Denis F. Kelly        55    Director
Philip B. Miller      66    Director


   Kenneth  D.  Cole has served as the Company's Chief  Executive
Officer and Chairman of the Board since its inception in 1982 and
was  also President until February 2002.  Mr. Cole was a founder,
and from 1976 through 1982, a senior executive of El Greco, Inc.,
a  shoe  manufacturing  and  design  company  which  manufactured
Candies  women's shoes. Mr. Cole is the Chairman of the Board  of
Directors   of   the  American  Foundation  for   AIDS   Research
(''AmFAR'').  In  addition, he is on the  Board  of  Trustees  of
H.E.L.P.,  the  Sundance Institute, and the  Council  of  Fashion
Designers  of America.  Mr. Cole is also a Director and President
of nearly all of the wholly-owned subsidiaries of the Company.




   Paul  Blum was appointed President of the Company in  February
2002, and also serves as Director.  He previously served as Chief
Operating  Officer since February 1998. Previously, he served  as
Executive  Vice President of the Company since May  1996  and  as
Senior  Vice President from August 1992 until May 1996. Mr.  Blum
joined  the  Company in 1990.   From 1982 until  1990,  Mr.  Blum
served  as Vice President and was a principal shareholder of  The
Blum  Co.,  a  fashion accessory firm, the assets of  which  were
purchased by the Company in 1990.

   Michael  Newman joined the company as Vice Chairman  in  March
2004.  With  a distinguished career in the apparel industry,  Mr.
Newman  has served at Polo Ralph Lauren as its Vice Chairman  and
COO. Prior to his employment with Polo Ralph Lauren, Michael  was
the Senior Vice President of Finance at Kaiser-Roth Apparel.

    David P. Edelman was appointed as the Chief Financial Officer
in  July  2004.  He joined the Company in January  1995  and  has
served  as  the Company's Senior Vice President of Finance  since
April  2000.  Before joining the Company, Mr. Edelman  was  Chief
Financial  Officer  of  a  women's suit wholesaler,  and  he  was
employed  10  years  as  a  CPA with Ernst  &  Young  in  various
specialty  groups including E&Y's National Consulting Office  and
its Retail and Apparel Audit Group.

   Harry Kubetz has served as Senior Vice President of Operations
since  joining  the  Company  in  April  1996.   Mr.  Kubetz  was
President of "No Fear" Footwear, Inc. from 1994 until 1996.  From
1992  until 1994, Mr. Kubetz was Executive Vice President of Asco
General Supplies, a wholly owned subsidiary of Pentland, PLC.

    Susan  Q.  Hudson  has  served as  Senior  Vice  President  -
Wholesale since February 1998.  Previously, Ms. Hudson served  as
Divisional  President - Men's Footwear since  1996  and  as  Vice
President  in  charge  of men's footwear since  1990.   Prior  to
joining the Company, Ms. Hudson was at LA Gear, where she  served
as Regional Sales Manager.

    Carol  Sharpe  joined the Company as Senior  Vice  President,
Consumer Direct in July 2004.  Ms. Sharpe was President of Retail
at  Donna  Karan,  Inc. from October 2002  to  June  2004.   From
October  1989  to May 2002, Ms. Sharpe was at J. Crew  where  she
held  numerous  positions, the last of which was  Executive  Vice
President of Merchandising.  Prior to that, she held the position
of Divisional Merchandiser for Bloomingdale's, Chestnut Hill.

    Lori  Wagner has served as Senior Vice President of Marketing
since  August  2001.   Prior to joining the Company,  Ms.  Wagner
spent  10  years at J. Crew Group in various visual and  creative
management  marketing roles, the last of which  was  Senior  Vice
President Brand Creative.

    Linda Nash Merker joined the company as Senior Vice President
of  Human  Resources in May of 2004.  Previously, she  served  as
Senior  Vice  President of Human Resources at  Perry  Ellis  from
January 2002 to November 2003, and Senior Vice President of Human
Resources  at Loehmann's from 1994 until 2000.  While  at  Macy's
East from 1987 until 1994, Linda also held various positions, the
last of which was Vice President of Human Resources - Merchandise
Recruitment and Development.

    Michael F. Colosi has served as Corporate Vice President  and
General  Counsel for the Company since July 2000 and as Corporate
Secretary  since  July  2004.  Previously,  Mr.  Colosi  was  the
Associate General Counsel and Assistant Secretary for The Warnaco
Group,  Inc.  from  1996 to 2000.  After clerking  for  Judge  J.
Edward  Lumbard  of  the  U.S. Court of Appeals  for  the  Second
Circuit, he was engaged in the private practice of law from  1992
to 1996.

    Robert  C.  Grayson  is  a  partner  in  Berglass-Grayson,  a
management  consulting and executive search firm.  From  1992  to
1996,  Mr.  Grayson served initially as an outside consultant  to
Tommy   Hilfiger  Corp.,  a  wholesaler  and  retailer  of  men's
sportswear and boyswear, and later accepted titles of Chairman of
Tommy  Hilfiger Retail, Inc. and Vice Chairman of Tommy  Hilfiger
Corp.    From  1970  to  1992,  Mr.  Grayson  served  in  various
capacities  for  Limited Inc., including  President  and  CEO  of
Lerner  New  York  from 1985 to 1992, and President  and  CEO  of
Limited  Stores from 1982 to 1985.  He also serves as a  director
of Ann Taylor Corporation, Lillian August Inc., Urban Brands, and
Know Fat.

  Denis F. Kelly is a Managing Partner of Scura, Rise & Partners,
LLC.  From July 1993 to December 2000, Mr. Kelly was the head  of
the  Mergers and Acquisitions Department at Prudential Securities
Incorporated.   From  1991 to 1993, Mr. Kelly  was  President  of
Denbrook  Capital Corp., a merchant-banking firm.  Mr. Kelly  was
at  Merrill Lynch from 1980 to 1991, where he served as  Managing
Director, Mergers & Acquisitions from 1984 to 1986, and then as a
Managing  Director, Merchant Banking, from  1986  to  1991.   Mr.
Kelly is a director of MSC Industrial Direct, Inc.


   Philip  B.  Miller  is  the  principal  of  Philip  B.  Miller
Associates, a consulting firm.  Mr. Miller served as Chairman and
Chief Executive Officer at Saks Fifth Avenue from 1993 to January
2000  and continued as Chairman until July 2001.  Mr. Miller  was
formerly Chairman and Chief Executive Officer at Marshall Fields,
joining  that  company in 1983 from Neiman Marcus, where  he  had
been  President  since 1977.  Prior to that  he  served  as  Vice
Chairman  at  Lord & Taylor and as Vice President and Merchandise
Manager  at  Bloomingdales.  Mr. Miller serves on  the  Board  of
Directors  at  Puig USA, St. John and Tri-Artisan  Partners.   In
addition, Mr. Miller also serves on the Board of Directors of the
New York Botanical Gardens.



Available Information

   The  Company files its annual, quarterly, and current  reports
and   other   information  with  the  Securities   and   Exchange
Commission.  The Certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002 are filed as exhibits  to  the  annual
and  quarterly  reports on Form 10-K and Form 10-Q, respectively.
In addition, the Company has provided the annual certification to
the  New  York Stock Exchange.  The Company's annual  reports  on
Form  10-K,  quarterly reports on Form 10-Q, current  reports  on
Form  8-K,  and  amendments to those reports filed  or  furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of  1934,  as  amended,  are available  free  of  charge  in  the
"Investor"  section under the subheading of  "About  Us"  on  the
Company's  website www.kennethcole.com.  These reports,  and  any
amendments to these reports, are made available on our website as
soon  as reasonably practicable after such reports are filed with
or  furnished  to  the Securities and Exchange  Commission.   The
public may read and copy any materials filed by the Company  with
the  SEC  at the SEC's Public Reference Room at 450 Fifth Street,
NW, Washington, DC 20549.  The public may also obtain information
on  the operation of the Public Reference Room by calling the SEC
at  1-800-SEC-0330.  In addition, the SEC maintains  an  Internet
site that contains reports, proxy and information statements  and
other  information regarding the Company, which is  available  at
http://www.sec.gov.

   In  addition, the Company's website, www.kennethcole.com, will
include,  free  of charge, items related to corporate  governance
matters,  including our Corporate Governance Guidelines, charters
of  various committees of our Board of Directors and our Code  of
Business Conduct and Ethics applicable to our employees, officers
and  directors.  A  printed  copy  of  our  Corporate  Governance
Guidelines  and  our  Code  of Business  Conduct  and  Ethics  is
available  without  charge  by  sending  a  written  request  to:
Investor  Relations, Kenneth Cole Productions,  Inc.,  400  Plaza
Drive, Secaucus, NJ  07094.


Item 2.   Properties

   In  2000,  the  Company  relocated its executive  offices  and
showrooms  from 152 West 57th Street, New York, NY  to  603  West
50th   Street,   New  York,  NY,  its  new  worldwide   corporate
headquarters.   The  Company currently  occupies  119,500  square
feet,  excluding parking facilities.  In April 2004, the  Company
entered  into  an agreement to purchase this office building  for
$24  million.   The  closing date must occur by  May  2006.   The
specific timing will be determined by both parties, based on  the
ability  of  the  current landlord to satisfy certain  terms  and
conditions.   The  lease  for the former  executive  offices  and
showrooms  expires  in December 2006, and is  currently  under  a
subtenant lease agreement, which also expires in December 2006.

   In February 2004, the Company entered into a new 10-year lease
for  51,000  square feet of office space in Secaucus, New  Jersey
for  its  administrative offices and completed the move  in  June
2004.   The  former distribution facility was moved to  a  third-
party public warehouse and distribution center in New Jersey.  In
addition  to these two leases, the Company also leases  a  23,500
square  foot facility in Secaucus used for outlet store space  as
well  as  an  additional distribution warehousing  facility.  The
Company  also  has  a  technical  and  administrative  office  in
Florence,  Italy.   The  Company does  not  own  or  operate  any
manufacturing facilities.

   As  of December 31, 2004, the Company leased space for all  of
its 51 specialty retail stores (aggregating approximately 231,000
square  feet)  and  36  outlet stores (aggregating  approximately
179,000  square  feet).   Generally, the leases  provide  for  an
initial term of five to ten years and certain leases provide  for
renewal  options  permitting  the  Company  to  extend  the  term
thereafter.





Item 3.   Legal Proceedings

   On  September 20, 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 seeks  damages,  penalties,
restitution, reclassification and attorneys' fees and costs.  The
Company  denies  the allegations in the complaint  and  plans  to
defend the action vigorously.

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

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

  None.

 <PAGE>
                             PART II


Item   5.     Market  for  Registrant's  Common  Equity,  Related
Shareholder Matters, and Issuer Purchases of Equity Securities

   The  Company's  Class  A Common Stock  is  listed  and  traded
(trading  symbol:  KCP) on the New York Stock Exchange  ("NYSE").
On  March  1, 2005 the closing sale price for the Class A  Common
Stock  was $29.02.  The following table sets forth the  high  and
low  closing  sale prices for the Class A Common Stock  for  each
quarterly  period  for  2004 and 2003, as reported  on  the  NYSE
Composite Tape:

      2004:                        High            Low

First Quarter                      36.62          29.15
Second Quarter                     36.91          31.64
Third Quarter                      34.60          26.98
Fourth Quarter                     31.03          25.30


     2003:                         High            Low

First Quarter                      26.57          21.56
Second Quarter                     25.50          19.02
Third Quarter                      29.21          19.25
Fourth Quarter                     30.88          26.53



   The number of shareholders of record of the Company's Class  A
Common Stock on March 1, 2005 was 59.

   There  were  five holders of record of the Company's  Class  B
Common  Stock  on March 1, 2005.  There is no established  public
trading market for the Company's Class B Common Stock.

   In  December 2004, the Company repurchased shares of  its  own
stock  from  Liz Claiborne, Inc., as presented in  the  following
table:
  Period      (a) Total   (b) Average   (c) Total      (d) Maximum
              Number of    Price Paid   Number of       Number (or
              Shares (or   per Share    Share (or      Approximate
                Units)     (or Unit)      Units)     Dollar Value) of
              Purchased                 Purchased       Shares (or
                                        as Part of   Units) that May
                                         Publicly    Yet Be Purchased
                                        Announced    Under the Plans
                                         Plans or      or Programs
                                         Programs
 December 2004  500,000       $27.87     4,250,000        861,600


Dividend Policy

   The  payment of any future dividends will be at the discretion
of  the Company's Board of Directors and will depend, among other
things,  upon, future earnings, operations, capital requirements,
proposed tax legislation, the financial condition of the  Company
and general business conditions.

  The Company established a quarterly dividend policy in 2003 and
made the following dividend payments to shareholders on record as
of the close of business on the dates noted:

     $0.14 per share     November 24, 2004
     $0.14 per share     August 24, 2004
     $0.12 per share     May 24, 2004
     $0.12 per share     March 9, 2004
     $0.09 per share     November 25, 2003
     $0.075 per share    August 28, 2003

   On  February  23,  2005,  the Board of  Directors  declared  a
quarterly cash dividend of $0.16 per share, payable on March  25,
2005  to shareholders of record at the close of business on March
9, 2005.

         The Company had the following securities authorized  for
issuance under equity compensation plans:

Plan Category   Number of        Weighted-       Number of
                securities to    average         securities
                be issued upon   exercise price  remaining
                exercise of      of outstanding  available for
                outstanding      options,        future issuance
                options,         warrants, and   under equity
                warrants, and    rights (b)      compensation
                rights (a)                       plans
                                                 (c)
                                                 (excluding
                                                 securities
                                                 reflected in
                                                 column (a))
Equity             2,948,936         $22.71          369,861
Compensation
plans approved
by security
holders


Equity
compensation          N/A              N/A             N/A
plans not
approved by
security
holders


Item 6.   Selected Financial Data

  The following selected financial data has been derived from the
consolidated  financial statements of the Company and  should  be
read  in  conjunction with the consolidated financial  statements
and notes thereto that appear elsewhere in this Annual Report and
in  "Management's Discussion and Analysis of Financial  Condition
and Results of Operations" set forth in Item 7.  (Amounts, except
for per share amounts, are in thousands.)

<TABLE>
<CAPTION>
                             2004     2003     2002     2001     2000
Income Statement Data:
<S>                       <C>      <C>      <C>      <C>      <C>
Net sales                  $473,438 $430,101 $404,336 $365,809 $387,148
Royalty revenue (2)          42,763   38,252   28,713   22,116   21,619
Net revenue                 516,201  468,353  433,049  387,925  408,767
Cost of goods sold          284,817  258,457  235,255  217,221  217,046
Gross profit (3) (4)        231,384  209,896  197,794  170,704  191,721
Selling and general
administrative expenses (1) 174,519  157,824  152,618  145,919  130,967
Impairment of long-
lived assets                    448    1,153    4,446
Operating income             56,417   50,919   40,730   24,785   60,754
Interest income, net          1,411      825    1,102    2,135    3,228
Income before provision
for income taxes             57,828   51,744   41,832   26,920   63,982
Provision for income taxes   21,976   19,145   15,687   10,304   25,592
Net income                   35,852   32,599   26,145   16,616   38,390
Earnings per share:
Basic                         $1.79    $1.66    $1.33     $.83    $1.87
Diluted                       $1.74    $1.59    $1.27     $.80    $1.75
Weighted average shares outstanding:
Basic                        20,050   19,609   19,643   19,992   20,574
Diluted                      20,652   20,486   20,590   20,745   21,892
Cash dividends per share       0.52     0.17      --       --       --
</TABLE>

<TABLE>
<CAPTION>
                             2004     2003     2002     2001     2000
Balance Sheet Data:
<S>                       <C>      <C>      <C>      <C>      <C>
Working capital            $173,007 $154,161 $124,103 $ 96,709 $103,768
Cash                         80,014  111,102   91,549   68,966   74,608
Inventory                    47,166   44,851   43,724   30,753   42,361
Total assets                304,587  273,841  240,317  201,889  212,370
Total debt, including
current maturities                                171      383      576
Total shareholders' equity  216,528  196,334  164,902  140,894  145,636
</TABLE>

(1)  Includes warehousing and receiving expenses.
(2)  Includes one-time payments related to the transfer of the
Company's fragrance and sunglass licenses during 2003.
(3)  Includes a gain of $860,000 for pricing differences
discovered during the Company's rotational license audits during
2002.
(4)  Gross profit may not be comparable to other entities, since
some entities include the costs related to their distribution
network (receiving and warehousing) in cost of goods sold and
other 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.



Item 7.   Management's Discussion and Analysis of Financial
     Condition and Results of Operations

   The  following  discussion  and analysis  should  be  read  in
conjunction  with the consolidated financial statements  and  the
notes thereto that appear elsewhere in this Annual Report.

Overview

   Kenneth Cole Productions, Inc., designs, sources and markets a
broad range of fashion footwear and handbags and, through license
agreements, designs and markets apparel and accessories under its
Kenneth  Cole New York, Kenneth Cole Reaction and Unlisted  brand
names.  In 2003, the Company added the Bongo trademark brand  for
footwear  through a license agreement and introduced the  Tribeca
brand  name during 2004.  The Company's products are targeted  to
appeal to fashion conscious consumers, reflecting a casual  urban
perspective  and  a  lifestyle uniquely associated  with  Kenneth
Cole.

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

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

   The Company recorded record revenues of $516.2 million for the
year  ended December 31, 2004 and diluted earnings per share grew
9.4%  to  $1.74 from $1.59 year over year.  The Company's overall
financial results for the year have improved over the prior year,
primarily  due to new product selection at retail, and  continued
success  in  a  wide variety of license product  classifications.
The Company's Balance Sheet remains strong with $120.0 million in
cash  and  marketable securities and no debt as of  December  31,
2004.    Additionally,  the  Company  expects  to  continue   its
quarterly cash dividend.

Critical Accounting Policies and Estimates

General

   The  Company's  management's discussion and  analysis  of  its
financial condition and results of operations are based upon  the
Company's  consolidated  financial statements,  which  have  been
prepared  in  accordance  with  accounting  principles  generally
accepted  in  the  United  States.   The  preparation  of   these
financial  statements requires the Company to make estimates  and
judgments   that   affect  the  reported   amounts   of   assets,
liabilities,  revenues  and expenses, and related  disclosure  of
contingent  assets  and liabilities.  On an on-going  basis,  the
Company  evaluates  its  estimates, including  those  related  to
customer  programs  and incentives, product returns,  bad  debts,
inventories,  investments,  income taxes,  financing  operations,
contingencies and litigation.  The Company bases its estimates on
historical experience and on various other assumptions  that  are
believed to be reasonable under the circumstances, the results of
which  form  the  basis for making judgments about  the  carrying
values  of  assets and liabilities that are not readily  apparent
from  other  sources.   Actual  results  may  differ  from  these
estimates under different assumptions or conditions.

  The Company believes the following critical accounting policies
affect  its more significant judgments and estimates used in  the
preparation of its consolidated financial statements.

Inventory

    The   Company   writes  down  its  inventory  for   estimated
obsolescence  equal  to  the  difference  between  the  cost   of
inventory  and the estimated market value based upon  assumptions
about  future  demand and market conditions.   If  actual  market
conditions are less favorable than those projected by management,
additional inventory write-downs may be required.

Sales Returns and Allowances

   The  Company's  ability  to  collect  factor  chargebacks  for
deductions  taken  by its customers for returns,  discounts,  and
allowances  as  well as potential future customer  deductions  is
significant  to  its  operations.  The Company  reserves  against
known chargebacks as well as potential future customer deductions
based  on a combination of historical activity and current market
conditions.  Actual results may differ from these estimates under
different assumptions or conditions, which may have a significant
impact on the Company's results.

Allowance for Doubtful Accounts

   The  Company  maintains allowances for doubtful  accounts  for
estimated losses resulting from the inability of its customers to
make  required  payments.  These customers  include  non-factored
accounts  and  credit card receivables from third  party  service
providers.   If the financial conditions of these customers  were
to  deteriorate, resulting in an impairment of their  ability  to
make payments, additional allowances may be required.

Income Taxes

   The  Company's  income  taxes are  routinely  under  audit  by
federal,  state,  or  local authorities.   These  audits  include
questioning  the  timing  and  amount  of  deductions   and   the
allocation of income among various tax jurisdictions.   Based  on
its annual evaluations of tax positions, the Company believes  it
has  appropriately accrued for probable exposures.  To the extent
the  Company  is  required to pay amounts in excess  of  recorded
income  tax liabilities, the Company's effective tax  rate  in  a
given financial statement period could be materially impacted.

Litigation

   The  Company is periodically involved in various legal actions
arising in the normal course of business.  Management is required
to  assess the probability of any adverse judgements as  well  as
the  potential  range of any losses.  Management  determines  the
required  accruals after a careful review of the  facts  of  each
significant legal action.  The Company's accruals may  change  in
the future due to new developments in these matters.

Contingencies

   In the ordinary course of business, the Company is involved in
and  subject to compliance and regulatory reviews and  audits  by
numerous authorities, agencies and other governmental agents  and
entities from various jurisdictions.  The Company is required  to
assess  the likelihood of any adverse outcomes of these  matters.
A  determination of the amount of reserves required, if any,  for
these  reviews are made after careful analysis of each individual
issue.   The  reserves  may  change in  the  future  due  to  new
developments or final resolution in each matter, which may have a
significant impact on the Company's results.

Results of Operations

   The  following table sets forth certain operating data of  the
Company as a percentage of net revenues for the periods indicated
below:

<TABLE>
<CAPTION>
                                       2004    2003    2002
<S>                                  <C>     <C>     <C>
Net sales                              91.7%   91.8%   93.4%
Royalty revenue                         8.3     8.2     6.6
                                      ------  ------  ------
Net revenues                          100.0   100.0   100.0
Cost of goods sold                     55.2    55.2    54.3
                                      ------  ------  ------
Gross profit (1)                       44.8    44.8    45.7
Selling, general and administrative
 expenses                              33.8    33.7    35.2
Impairment of long-lived assets         0.1     0.2     1.1
                                      ------  ------  ------
Operating income                       10.9    10.9     9.4
Income before provision for income
 taxes                                 11.2    11.1     9.7
Provision for income taxes              4.3     4.1     3.7
                                      ------  ------  ------
Net income                              6.9%    7.0%    6.0%
                                      ======  ======  ======
</TABLE>

      (1)  Gross profit may not be comparable to other  entities,
since   some  entities  include  the  costs  related   to   their
distribution network (receiving and warehousing) in cost of goods
sold  and  other 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.

Year  Ended December 31, 2004 Compared to Year Ended December 31,
  2003
   Net  revenues  increased $47.8 million, or  10.2%,  to  $516.2
million  in 2004 from $468.4 million in 2003.  This increase  was
due  to  revenue  increases  in each of  the  Company's  business
segments:  Wholesale, Consumer Direct and Licensing.

   Wholesale  net  sales (excluding sales to the Consumer  Direct
business  segment) increased $24.8 million, or  9.7%,  to  $279.4
million  in 2004 from $254.6 million in 2003.  This increase  was
attributable  to  improved sales across  the  Company's  footwear
brands:   Kenneth  Cole  New York, Kenneth Cole  Reaction,  Bongo
licensed  footwear and the handbag businesses.  This  growth  was
offset  by  a  15.6% decline in Unlisted footwear.   The  Company
believes that selling products under these trademark names, among
others,  to  multiple  demographics through several  distribution
channels  has  improved the Company's wholesale  net  sales.   In
addition,  the improvement of sell-thrus at retail from  customer
acceptance  also  contributed to the increase,  as  well  as  the
Company's  initiatives in repositioning its  handbag  businesses.
The   Company  will  continue  to  focus  on  improving   product
offerings,  advertising  campaigns, marketing  efforts,  website,
catalogs and growing retail presence, combined with the marketing
efforts  of  its licensees, which it believes will be significant
factors  to  strengthen and define its distinct  brands,  Kenneth
Cole  New York, Kenneth Cole Reaction, Unlisted and Bongo  across
all  product classifications, thereby increasing consumer  demand
for the Company's brands in the future.  In addition, the Company
believes that the launch of Tribeca will also contribute  to  the
Company's growth.

    Net  sales in the Company's Consumer Direct segment increased
$18.4  million, or 10.5%, to $194.0 million in 2004  from  $175.6
million  in  2003.   Of  the total increase,  $10.7  million  was
attributable to new store sales in 2004 plus that portion of 2004
sales for stores not open for all of 2003, as well as an increase
of $4.6 million or 2.8% in comparable store sales.  The remaining
sales  increase  of $3.1 million was primarily derived  from  the
Company's  Corporate  Gift  Program.  The  Company  believes  the
increase  in net sales in the Consumer Direct segment is  due  in
part to the economic strengthening generally seen throughout  the
retail  and apparel industry and direct merchandising initiatives
at its outlets.  In an effort to maintain, solidify, and build on
the  positive sales results, the Company will continue to analyze
inventory,  focus  on  products and further  scrutinize  consumer
trends.

    Royalty  revenue increased $4.6 million, or 12.0%,  to  $42.8
million  in  2004 from $38.2 million in 2003.  The  increase  was
primarily  from incremental minimum royalties from the  Company's
existing  licensees,  most  significantly  women's  apparel   and
fragrance,  and  from  the  Company's  new  men's  casual   pants
licensee.  This was offset by a decrease in royalties from by the
men's  sportswear licensee.  The Company believes consumers  look
toward  brands  they  know  and feel are  compatible  with  their
lifestyles; therefore the synergies from its efforts to reinforce
its brand identities through greater marketing efforts, by itself
and its licensees across all product categories, will continue to
strengthen  and  define  its brands to improve  name  recognition
allowing  growth  in sales both domestically and  internationally
through license partners.

    Consolidated gross profit remained at 44.8%, as a  percentage
of  net  revenues, in 2004 and 2003.  This was primarily a result
of  an  increase in the percentage of revenue and higher  margins
contributed  by the Consumer Direct segment, offset by  decreased
margins  within  the  Wholesale  segment.   The  Consumer  Direct
segment increased as a percentage of net revenues, to 37.6%,  for
the  year ended December 31, 2004, from 37.5% for the year  ended
December 31, 2003, while the wholesale segment, which operates at
a lower gross profit percentage, decreased as a percentage of net
revenues  to 54.1% for the year ended December 31, 2004, compared
to  54.3% for the year ended December 31, 2003.  Consumer  Direct
segment margins increased from merchandising initiatives  at  its
outlet  stores, new assortments, which focus on wear-now products
that   limit  vulnerability  of  the  mix  of  products   without
compromising fashion and excitement, and a reduction of point  of
sale  promotions.  Wholesale segment margins were lower from  the
impact the Euro had on the US dollar, which reduced initial mark-
ups in the segment during the first half of 2004.

  Selling,   general   and  administrative  expenses,   including
warehousing  and receiving ("SG&A"), increased $16.7 million,  or
10.6%, to $174.5 million (or 33.8% of net revenues) in 2004  from
$157.8  million  (or  33.7%  of net  revenues)  in  2003.    SG&A
increased slightly as a percentage of net revenues, primarily due
to  professional fees from the implementation and compliance with
the  Sarbanes-Oxley  Act of 2002 and higher labor  costs  in  the
Company's Wholesale and Licensing business segments.

  The  Company recorded asset impairment charges of approximately
$0.5  million  and $1.2 million for the years ended December  31,
2004  and  2003,  respectively, for the  Company's  Florida  Mall
store, located in Orlando, Florida and the Lexington Avenue store
located  in New York City.  This asset impairment charge  equaled
0.1%  of  net revenues for the year ended December 31,  2004  and
0.2% of net revenues for the year ended December 31, 2003, and is
included  as  a  separate item in the Consolidated  Statement  of
Income, within operating income.  The impairment related  to  the
write-down of the stores' leasehold improvements, furniture,  and
fixtures.

  Interest  and  other income increased to $1.4 million  for  the
year  ended  December 31, 2004 from $0.8 million  in  2003.   The
increase  is  the  result of higher average  cash  balances.   In
addition,   average  short-term  interest  rates  have  increased
throughout 2004 improving investment rates of returns.

  The  Company's  effective tax rate increased to 38.0%  for  the
year  ended  December  31, 2004 from 37.0%  for  the  year  ended
December 31, 2003.  The increase was a result of changes  in  tax
laws  from  state and local jurisdictions to which the  Company's
earnings are subject.

   As  a  result  of  the  foregoing, net income  increased  $3.3
million, or 10.0%, to $35.9 million (6.9% of net revenue),  which
includes an asset impairment charge of $0.5 million for the  year
ended  December  31,  2004,  from  $32.6  million  (7.0%  of  net
revenue),  which  included  an asset impairment  charge  of  $1.2
million, for the year ended December 31, 2003.

Year  Ended December 31, 2003 Compared to Year Ended December 31,
  2002
   Net  revenues  increased $35.3 million,  or  8.2%,  to  $468.4
million  in 2003 from $433.0 million in 2002.  This increase  was
due  to  revenue  increases  in each of  the  Company's  business
segments:  Wholesale, Consumer Direct and Licensing.

   Wholesale  net  sales (excluding sales to the Consumer  Direct
business  segment)  increased $17.4 million  or  7.3%  to  $254.6
million  in 2003 from $237.2 million in 2002.  This increase  was
attributable  to  improved sales across  the  Company's  footwear
brands:   Kenneth  Cole  New  York,  Kenneth  Cole  Reaction  and
Unlisted  and  the  additional sales of Bongo licensed  footwear,
offset by a decline in the handbag business.  Footwear net  sales
increased 15.3% for the year ended December 31, 2003 compared  to
2002,  while handbag net sales decreased 36.5% for the year ended
December  31,  2003  compared to 2002.  The  footwear  businesses
increased  sales  from improved sell-thrus,  but  were  partially
offset  by  the  tightening of inventory levels by certain  major
Company customers, while the Company commenced a major initiative
to  reposition its handbag business.  The associated distribution
and  merchandising have resulted in creating the  current  short-
term  sales reduction.  In the longer term, however, the  Company
believes these initiatives will produce a stronger business and a
corner  stone of the brands.  The Company believes its  focus  on
improving  product  offerings, advertising  campaigns,  marketing
efforts,  website, catalogs and growing retail presence, combined
with  the marketing efforts of its licensees, will be significant
factors  to  strengthen and define its distinct  brands,  Kenneth
Cole  New York, Kenneth Cole Reaction, Unlisted and Bongo  across
all  product classifications, thereby increasing consumer  demand
for the Company's brands in the future.

   Net  sales in the Company's Consumer Direct segment  increased
$8.5  million,  or  5.1% to $175.6 million in  2003  from  $167.1
million  in  2002.   Of  the  total increase,  $7.5  million  was
attributable to new store sales in 2003 and that portion of  2003
sales for stores not open for all of 2002, as well as an increase
of $0.9 million or 0.6% in comparable store sales.  The remaining
increase  was  primarily derived from additional Internet  sales.
The Company believes the increase in comparable store sales was a
result  of  its efforts to adapt its product offerings to  better
reflect   current  consumer  demands,  as  well  as   a   general
improvement  in the economic climate.  In an effort to  maintain,
solidify,  and build on the positive sales results,  the  Company
will continue to analyze inventory, focus on products and further
scrutinize consumer trends.

   Royalty  revenue  increased $9.5 million, or  33.2%  to  $38.2
million  in  2003 from $28.7 million in 2002.  The  increase  was
primarily  from incremental minimum royalties from the  Company's
existing  licensees,  most  significantly  women's  apparel,  new
revenues  from  the  Company's  fragrance  and  women's   jewelry
licensees  and payments related to the transfer of the  Company's
fragrance  and  sunglass  licenses.  Improved  sales  from  men's
apparel  offset  by  decreases from  accessory  licensees,  men's
jewelry,  and  small  leather goods, added to  increased  royalty
revenue.  The Company believes consumers look toward brands  they
know and feel are compatible with their lifestyles; therefore the
synergies  from  its  efforts to reinforce its  brand  identities
through  greater marketing efforts, by itself and  its  licensees
across  all  product categories, will continue to strengthen  and
define its brands to improve name recognition allowing growth  in
sales  both  domestically  and  internationally  through  license
partners.

   Consolidated  gross  profit as a percentage  of  net  revenues
decreased  to 44.8% in 2003 from 45.7% in 2002. The decrease  was
primarily  due  to  lower  margins  in  the  Company's  Wholesale
segment,  offset  by  a greater portion of  gross  profit,  as  a
percentage  of  net  revenues, by  the  Licensing  segment.   The
Wholesale gross margin percentage eroded primarily as a result of
poor sell-thrus from the restructuring initiatives in the handbag
business  and the weakened US dollar compared to the Euro,  while
licensing  revenue, which has nominal associated cost  of  goods,
increased  as a percentage of net revenues to 8.4% for  the  year
ended December 31, 2003 from 6.8% for the year ended December 31,
2002.   The  Wholesale segment, which operates at a  lower  gross
profit  level  than  the Consumer Direct segment,  decreased  its
percentage  of  net revenue to 54.1% for the year ended  December
31,  2003 from 54.6% for the year ended December 31, 2002,  while
the  Consumer  Direct  segment as a  percentage  of  net  revenue
decreased  to  37.5% for the year ended December  31,  2003  from
38.6%  for the year ended December 31, 2002.  The Consumer Direct
margin  fell  slightly compared to the year  ended  December  31,
2002.

  Selling,   general   and  administrative  expenses,   including
warehousing  and receiving ("SG&A"), increased $5.2  million,  or
3.4%  to  $157.8 million (or 33.7% of net revenues) in 2003  from
$152.6  million (or 35.2% of net revenues) in 2002.  The decrease
as  a  percentage of net revenues was derived primarily from  the
economies  of scale over the Company's fixed base of general  and
administrative  costs  offset by higher labor  costs  within  all
three  segments.   The  decrease is further attributable  to  the
continued  focus  on  the  Company's  on  going  cost-containment
program.

  The  Company  recorded  an  asset  impairment  charge  of  $1.2
million and $4.4 million for the year ended December 31, 2003 and
2002,  respectively,  for  the  Company's  Lexington  Avenue  and
Rockefeller Center stores located in New York City.   This  asset
impairment  charge equaled 0.2% of net revenues for the  year-end
December  31,  2003  and 1.1% of net revenues  for  the  year-end
December 31, 2002, was included within operating income.

  Interest  and  other income decreased to $0.8 million  in  2003
from $1.1 million in 2002.  The decrease was due to lower average
short-term interest rates.

  The  Company's  effective tax rate decreased to 37.0%  for  the
year  ended  December  31, 2003 from 37.5% in  the  corresponding
period last year.  The decrease was due to the relative level  of
earnings  in the various state and local taxing jurisdictions  to
which the Company's earnings are subject.

   As  a  result  of  the  foregoing, net income  increased  $6.5
million,  or  24.7%  to  $32.6  million  (7.0%  of  net  revenue)
including an asset impairment charge of $1.2 million for the year
ended  December 31, 2003 from $26.1 million (6.0% of net revenue)
including an asset impairment charge of $4.4 million and  a  gain
of  $860,000 included in gross profit for the year ended December
31, 2002.

New Accounting and Tax Developments

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

  In  October 2004, Internal Revenue Code Section 965 was enacted
as  part  of the American Job Creation Act.  This is a  temporary
provision that allows U.S. companies to repatriate earnings  from
their  foreign  subsidiaries at a reduced tax rate provided  that
specified   conditions  and  restrictions  are   satisfied.    In
addition,  FASB  Staff Position FAS 109-2 was issued  to  provide
accounting  and disclosure evidence relating to the  repatriation
provision. The Company believes the range of reasonably  possible
amounts  of  unremitted  earnings that is  being  considered  for
repatriation,  as a result of this provision, is between  $7  and
$12  million.   The related reduction in income  tax  expense  is
expected to be $1 to $2.5 million.  The Company expects to  adopt
this repatriation plan in the second half of 2005.


Liquidity and Capital Resources

   The  Company's cash requirements are generated primarily  from
working capital needs, retail expansion, enhanced technology, and
other  corporate activities.  The Company primarily  relies  upon
internally  generated cash flows from operations to  finance  its
operations and growth; however, it also has the ability to borrow
up  to  $25.0 million under its line of credit.  Cash  flows  may
vary  from  time to time as a result of seasonal requirements  of
inventory, the timing of the delivery of merchandise to customers
and  the  level of accounts receivable and payable balances.   At
December 31, 2004, working capital was $173.0 million compared to
$154.2 million at December 31, 2003.

  Net cash provided by operating activities was $37.9 million  in
2004  compared  to  $32.9  million in 2003.   This  increase  was
primarily attributable to increased earnings offset by the timing
of  various payables and receivables, as well as, the increase in
the Company's deferred rent obligations.

  Net  cash  used  in investing activities was $50.0  million  in
2004 compared to $9.5 million in 2003.  This was primarily due to
the  purchase of $40.0 million of marketable securities in  2004.
Capital  expenditures  were  approximately  $10.1  million,  $9.5
million  and  $7.3  million for 2004, 2003,  2002,  respectively.
Expenditures  on furniture, fixtures, and leasehold  improvements
for  new  retail store openings and expansions were $6.9 million,
$4.6   million  and  $3.9  million  in  2004,  2003,  and   2002,
respectively.   The  remaining expenditures  were  primarily  for
leasehold  improvements  for  the  renovation  of  the  Company's
corporate headquarters and administrative offices and information
system enhancements.

  Net  cash  used  in financing activities was $19.0  million  in
2004  compared  to  $3.8 million in 2003.   This  is  principally
attributable  to  the  Company's payment  of  cash  dividends  of
approximately  $10.5  million to  Class  A  and  B  Common  Stock
shareholders in 2004, offset by proceeds of $5.2 million received
for  stock option exercises.  In addition, the Company used $13.9
million  to  purchase 500,000 of its shares in 2004  compared  to
$4.5  million it used to purchase 200,000 shares in 2003.  As  of
December 31, 2004, the Company has 861,600 shares available to be
repurchased.

   The  Company currently sells substantially all of its accounts
receivable  to  two  factors without recourse.  In  circumstances
where  a  customer's account cannot be factored without recourse,
the  Company  may  take  other  measures  to  reduce  its  credit
exposure,  which could include requiring the customer to  pay  in
advance,  or  to  provide a letter of credit covering  the  sales
price of the merchandise ordered.





    The   Company's   material  obligations   under   contractual
agreements,  primarily  commitments  for  future  payments  under
operating lease agreements as of December 31, 2004 are summarized
as follows:

<TABLE>
<CAPTION>
                              Payments Due by Period

                                  1 year       2-3        4-5      After 5
                    Total        or less      years      years      years
<S>             <C>          <C>         <C>         <C>        <C>
Operating Leases
 and Other
 Obligations     $236,330,000 $27,173,000 $75,931,000 $44,056,000 $89,170,000

Purchase
 Obligations       49,396,000  49,396,000
                 ------------ ----------- ----------- ----------- -----------
Total Contractual
 Obligations     $285,726,000 $76,569,000 $75,931,000 $44,056,000 $89,170,000
                 ============ =========== =========== =========== ===========
</TABLE>

   The  Company currently has a line of credit, as amended, under
which up to $25.0 million is available to finance working capital
requirements  and  letters  of credit to  finance  the  Company's
inventory  purchases.  Borrowings available  under  the  line  of
credit  are  determined  by a specified  percentage  of  eligible
accounts receivable and inventories and bear interest at (i)  the
higher  of  The  Bank  of New York's prime lending  rate  or  the
Federal Funds rate plus 0.5% at the date of borrowing or  (ii)  a
negotiated  rate.  In  connection with the line  of  credit,  the
Company  has  agreed to eliminate all the outstanding  borrowings
under  the facility for at least 30 consecutive days during  each
calendar year.  In addition, borrowings under the line of  credit
are  secured by certain receivables of the Company.  The  Company
had  no outstanding advances during 2004 and 2003 under this line
of  credit, however amounts available under the line were reduced
by  $0.1  million open letters of credit and $6.6 million standby
letters of credit to $18.3 million at December 31, 2004.

  During  2005,  the  Company anticipates  opening  or  expanding
approximately  8 to 13 retail and outlet stores.  These  new  and
expanded  stores  will  require approximately  $10.0  million  in
aggregate    capital    expenditures   and   initial    inventory
requirements.  The Company also anticipates that it will  require
increased capital expenditures to support its information systems
over its historical spend.

   In 2004, the Company entered into an agreement to purchase the
office  building that it is currently leasing for  its  corporate
headquarters  in  New  York City providing approximately  119,500
square  feet of office space for approximately $24 million.   The
closing  date must occur by May 2006, the specific timing  to  be
determined  by the parties, based on the ability of  the  current
landlord  to  satisfy certain terms and conditions.  The  Company
has  incurred approximately $17.8 million in capital expenditures
and  expects  to expend another $2 million within the  next  year
related to this location.

   Also in 2004, the Company entered into a 10-year lease for its
administrative  offices  located in  New  Jersey,  for  which  it
incurred  approximately $1.0 million in capital improvements  and
furniture expenditures during 2004.

   The  Company  believes that it will be  able  to  satisfy  its
current   expected   cash  requirements   for   2005,   including
requirements   for   its   retail   expansion,   corporate    and
administrative office build-outs, the purchase of  the  New  York
City corporate headquarters, enhanced information systems and the
payments of its quarterly cash dividend, primarily with cash flow
from operations.

Exchange Rates

  The  Company  routinely enters into forward exchange  contracts
for  its  future  purchases of inventory denominated  in  foreign
currencies,  primarily the Euro.  At December 31,  2004,  forward
exchange  contracts with a notional value totaling $24.0  million
were  outstanding with settlement dates ranging from January 2005
through  August  2005.   Gains  and losses  on  forward  exchange
contracts  that  are  used for hedges are accounted  for  on  the
balance  sheet as inventory and an adjustment to equity, and  are
subsequently accounted for as part of the purchase price  of  the
inventory upon execution of the contract.  At December 31,  2004,
the  unrealized  gain on these outstanding forward  contracts  is
approximately  $553,000, net of taxes.  The  Company  expects  to
continue  to  routinely  enter into additional  foreign  exchange
contracts  throughout the year.  While the Company believes  that
its  current  procedures with respect to the  reduction  of  risk
associated with currency exchange rate fluctuations are adequate,
there can be no assurance that such fluctuations will not have  a
material  adverse  effect on the results  of  operations  of  the
Company in the future.

  Inventory  from  contract manufacturers in  the  Far  East  and
Brazil  are  purchased in United States dollars  and  the  recent
fluctuations  of  many  of these currencies  against  the  United
States  dollar  has not had any material adverse  impact  on  the
Company.   However,  future  purchase prices  for  the  Company's
products  may  be impacted by fluctuations in the  exchange  rate
between the United States dollar and the local currencies of  the
contract  manufacturer, which may affect the  Company's  cost  of
goods  in the future.  The Company does not believe the potential
effects of such fluctuations would have a material adverse effect
on the Company.

Effects of Inflation

   The Company does not believe that the relatively low rates  of
inflation  experienced  over the last few  years  in  the  United
States,  where  it  primarily competes, have  had  a  significant
effect on revenues or profitability.


Item  7A.  Quantitative and Qualitative Disclosures about  Market
Risk

   The  Company  does not believe it has a material  exposure  to
market  risk.   The  Company  is primarily  exposed  to  currency
exchange  rate  risks with respect to its inventory  transactions
denominated  in Euro.  Business activities in various  currencies
expose the Company to the risk that the eventual net dollar  cash
flows  from  transactions with foreign suppliers  denominated  in
foreign  currencies  may  be adversely  affected  by  changes  in
currency  rates.   The Company manages these risks  by  utilizing
foreign  exchange  contracts.  The Company does  not  enter  into
foreign currency transactions for speculative purposes.

   At  December  31,  2004,  the  Company  had  forward  exchange
contracts  totaling  with notional values  $24.0  million,  which
resulted in an unrealized gain of approximately $553,000, 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.  A two or less percentage point increase
in  interest rates effecting the Company's credit facility  would
not have had a material effect on the Company's 2004 and 2003 net
income.

Item 8. Financial Statements and Supplementary Data

   See  page  F-1  for  an  index to the  consolidated  financial
statements,  the  Report of Management and  the  Reports  of  the
Registered  Public  Accounting Firm submitted  as  part  of  this
Annual Report.

Item  9.    Changes  in  and Disagreements  with  Accountants  on
Accounting and Financial Disclosure

  None.

Item 9a.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

  As of December 31, 2004, the Company carried out an evaluation,
under the supervision and with the participation of the Company's
Management,  including  the  Chief Executive  Officer  and  Chief
Financial  Officer,  of  the  effectiveness  of  the  design  and
operation  of our disclosure controls and procedures (as  defined
in  Rules 13a-15(e) and 15d-15(e) of the Securities Exchange  Act
of  2004,  as  amended) 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.

Management's Report on Internal Control over Financial Reporting

   The  Company's Management is responsible for establishing  and
maintaining  adequate internal control over financial  reporting,
as  such term is defined in Exchange Act Rules 13a-15(f) and 15d-
15(f).   Under  the  supervision and with  the  participation  of
Management,  including  the  Chief Executive  Officer  and  Chief
Financial  Officer, the Company conducted an  evaluation  of  the
effectiveness of our internal control over financial reporting as
of   December  31,  2004  based  on  the  framework  in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring  Organizations  of  the  Treadway  Commission  (COSO).
Based  on  that  evaluation, Management concluded  that  internal
control over financial reporting was effective as of December 31,
2004.

   Management's assessment of the effectiveness of  our  internal
control over financial reporting as of December 31, 2004 has been
audited  by  Ernst & Young LLP, an independent registered  public
accounting  firm,  as stated in their report  which  is  included
elsewhere herein.

Changes in Internal Control over Financial Reporting

   There  were  no significant changes in the Company's  internal
controls or in other factors as of the end of the period  covered
by  this  report  that could significantly affect those  controls
subsequent to the end of the period.


Item 9b. Other Information

        None.
<PAGE>
                              PART III

Item 10.  Directors and Executive Officers of the Registrant

   Except  for the information regarding directors and  executive
officers  of  the registrant, which is included in  Part  I,  the
information  required  by  this item will  be  contained  in  the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 26, 2005 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2004  and  is
incorporated herein by reference in response to this item.

Item 11.  Executive Compensation

   The information required by this item will be contained in the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 26, 2005 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2004  and  is
incorporated herein by reference in response to this item.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management and Related Stockholder Matters

   The information required by this item will be contained in the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 26, 2005 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2004  and  is
incorporated herein by reference in response to this item.

Item 13.  Certain Relationships and Related Transactions

   The information required by this item will be contained in the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 26, 2005 to be filed with the Securities and Exchange
Commission  within  120  days after December  31,  2004,  and  is
incorporated herein by reference in response to this item.

Item 14.  Principal Accountant Fees and Services

   The information required by this item will be contained in the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 26, 2005 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2004  and  is
incorporated herein by reference in response to this item.

<PAGE>

                             PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)   (1) See page F-1 for an index to the consolidated financial
  statements submitted as part of this Annual Report.

       (2) Schedule II - Valuation and Qualifying Accounts

  All  other  schedules,  for  which provision  is  made  in  the
  applicable   accounting  regulations  of  the  Securities   and
  Exchange   Commission  are  not  required  under  the   related
  instructions,  are  shown in the financial  statements  or  are
  inapplicable and therefore have been omitted.

        (3) The following exhibits are included in this report:

Exhibit
  No.
                            Description

3.01       -Restated Certificate of Incorporation of Kenneth
     Cole  Productions, Inc.; Certificate of Merger of Cole Fifth
     Avenue,   Inc.   into   Kenneth  Cole   Productions,   Inc.;
     Certificate  of  Merger  of  Cole  Productions,  Inc.   into
     Kenneth  Cole  Productions, Inc.; Certificate of  Merger  of
     Cole  Sunset,  Inc.  into  Kenneth Cole  Productions,  Inc.;
     Certificate  of  Merger  of Cole  Union  Street,  Inc.  into
     Kenneth  Cole  Productions, Inc.; Certificate of  Merger  of
     Cole   West,  Inc.  into  Kenneth  Cole  Productions,  Inc.;
     Certificate  of Merger of Kenneth Cole Woodbury,  Inc.  into
     Kenneth  Cole  Productions, Inc.; Certificate of  Merger  of
     Kenneth   Cole   Leather  Goods,  Inc.  into  Kenneth   Cole
     Productions,  Inc.; Certificate of Merger of  Unlisted  into
     Kenneth  Cole  Productions, Inc. (Incorporated by  reference
     to  Exhibit 3.01 to the Company's Registration Statement  on
     Form S-1, Registration No. 33-77636).
     3.02       -By-laws. (Incorporated by reference  to  Exhibit
     3.02  to  the Company's Registration Statement on Form  S-1,
     Registration No. 33-77636).
     4.01       -Specimen  of  Class A Common Stock  Certificate.
     (Incorporated by reference to Exhibit 4.01 to the  Company's
     Registration  Statement on Form S-1,  Registration  No.  33-
     77636).
10.01      -Tax  Matters  Agreement, dated as of  June  1,  1994,
     among Kenneth Cole Productions, Inc., Kenneth D. Cole,  Paul
     Blum  and  Stanley A. Mayer. (Incorporated by  reference  to
     Exhibit  10.01  to the Company's Registration  Statement  on
     Form S-1, Registration No. 33-77636).
10.02Term  Loan Agreement, dated as of May 26, 1994, by and among
     Kenneth       Cole      Productions,      Inc.,      Kenneth
     Cole  Leather Goods, Inc., Unlisted, Inc., Cole West,  Inc.,
     Kenneth   Cole   Financial  Services,  Inc.,  Kenneth   Cole
     Woodbury, Inc., Cole Fifth Avenue, Inc., Cole Union  Street,
     Inc.  and The Bank of New York; Promissory Notes, dated  May
     26,  1994,  issued  by each of Kenneth Cole  Leather  Goods,
     Inc.,   Unlisted,  Inc.,  Cole  West,  Inc.,  Kenneth   Cole
     Financial Services, Inc., Kenneth Cole Woodbury, Inc.,  Cole
     Fifth  Avenue, Inc., Cole Union Street, Inc. to The Bank  of
     New  York;  Shareholder Guaranty by and between  Kenneth  D.
     Cole  and  The Bank of New York, dated as of May  26,  1994;
     Subordination  Agreement  by  and  among  Kenneth  D.  Cole,
     Kenneth Cole Productions, Inc., Kenneth Cole Leather  Goods,
     Inc.,   Unlisted,  Inc.,  Cole  West,  Inc.,  Kenneth   Cole
     Financial Services, Inc., Kenneth Cole Woodbury, Inc.,  Cole
     Fifth Avenue, Inc., Cole Union Street, Inc. and The Bank  of
     New   York,   dated  as  of  April  13,  1994;  Reinvestment
     Agreement  by  and  among  Kenneth  D.  Cole,  Kenneth  Cole
     Productions, Inc., Unlisted, Inc., Cole West, Inc.,  Kenneth
     Cole  Financial Services, Inc., Kenneth Cole Woodbury, Inc.,
     Cole  Fifth  Avenue, Inc., Cole Union Street, Inc.  and  The
     Bank of New York, dated as of May 26, 1994; Amendment No.  1
     to  the  Term Loan Agreement and the Reinvestment  Agreement
     by  and  among  Kenneth D. Cole, Kenneth  Cole  Productions,
     Inc.,  Cole  West, Inc., Kenneth Cole Woodbury,  Inc.,  Cole
     Fifth  Avenue, Inc., Cole Union Street, Inc.,  Kenneth  Cole
     Financial Services, Inc. and The Bank of New York, dated  as
     of  May  31,  1994.  (Incorporated by reference  to  Exhibit
     10.02  to the Company's Registration Statement on Form  S-1,
     Registration No. 33-77636).


10.03-Line  of  Credit Letter, dated January 13, 1994,  from  The
     Bank  of New York to Kenneth Cole Productions, Inc., Kenneth
     Cole  Leather  Goods,  Inc. and Unlisted,  Inc.;  $7,500,000
     Promissory  Note,  dated February 1, 1994  by  Kenneth  Cole
     Productions,  Inc.,  Kenneth Cole Leather  Goods,  Inc.  and
     Unlisted,  Inc.  issued  to The Bank  of  New  York;  Letter
     Agreement, dated December 16, 1993, between The Bank of  New
     York  and  Kenneth Cole Productions, Inc.,  Unlisted,  Inc.,
     Kenneth  Cole  Leather Goods, Inc., Cole Productions,  Inc.,
     Cole  West,  Inc.,  Kenneth Cole Financial  Services,  Inc.,
     Cole  Woodbury,  Inc.,  Cole Sunset,  Inc.  and  Cole  Fifth
     Avenue,  Inc.; General Guarantees, dated December 16,  1993,
     in  favor  of  The Bank of New York by Kenneth Cole  Leather
     Goods,  Inc.  for  Unlisted, Inc., by Kenneth  Cole  Leather
     Goods,   Inc.  for  Kenneth  Cole  Productions,   Inc.,   by
     Unlisted,  Inc.  for  Kenneth  Cole  Productions,  Inc.,  by
     Unlisted,  Inc.  for Kenneth Cole Leather  Goods,  Inc.,  by
     Kenneth  Cole  Productions, Inc. for  Kenneth  Cole  Leather
     Goods,  Inc.,  and  by  Kenneth Cole Productions,  Inc.  for
     Unlisted, Inc.; General Loan and Security Agreements,  dated
     December 16, 1993, between The Bank of New York and each  of
     Kenneth Cole Productions, Inc., Kenneth Cole Leather  Goods,
     Inc.  and  Unlisted, Inc.; and Personal  Guarantees  of  Mr.
     Kenneth  D. Cole, dated December 16, 1993, in favor  of  The
     Bank  of  New  York  for  Kenneth  Cole  Productions,  Inc.,
     Unlisted,   Inc.  and  Kenneth  Cole  Leather  Goods,   Inc.
     (Incorporated  by  reference  to  Exhibit   10.03   to   the
     Company's  Registration Statement on Form S-1,  Registration
     No. 33-77636).
                Line  of  Credit Letter, dated December  9,  1994
     from  The  Bank  of  New York to Kenneth  Cole  Productions,
     Inc.;  $7,500 Promissory Note, dated December  15,  1994  by
     Kenneth  Cole Productions, Inc. issued to The  Bank  of  New
     York;  Letter of Termination of Personal Guarantees  of  Mr.
     Kenneth  D.  Cole, dated December 8, 1994, in favor  of  The
     Bank  of  New  York  for  Kenneth  Cole  Productions,  Inc.,
     Unlisted,   Inc.  and  Kenneth  Cole  Leather  Goods,   Inc.
     (Incorporated  by  reference  to  Exhibit   10.03   to   the
     Company's 1994 Form 10-K).
10.03A     -$10,000  Promissory  Note, dated  July  31,  1995  by
     Kenneth  Cole Productions, Inc. issued to The  Bank  of  New
     York.   (Previously   filed  as  Exhibit   10.03A   to   the
     Registrant's Annual Report on Form 10-K for the  year  ended
     December 31, 1996 and incorporated herein by reference).
*10.04     -Kenneth  Cole  Productions, Inc.  1994  Stock  Option
     Plan.  (Incorporated by reference to Exhibit  10.04  to  the
     Company's  Registration Statement on Form S-1,  Registration
     No. 33-77636).
*10.05     -Employment  Agreement, dated as of  April  30,  1994,
     between Kenneth Cole Productions, Inc. and Kenneth D.  Cole.
     (Incorporated  by  reference  to  Exhibit   10.05   to   the
     Company's  Registration Statement on Form S-1,  Registration
     No. 33-77636).
*10.06     -Employment  Agreement, dated as of  April  30,  1994,
     between  Kenneth  Cole  Productions,  Inc.  and  Paul  Blum.
     (Incorporated  by  reference  to  Exhibit   10.06   to   the
     Company's  Registration Statement on Form S-1,  Registration
     No. 33-77636).
*10.07  -Employment Agreement, dated as of  April  30,
     1994, between Kenneth Cole Productions, Inc. and Stanley  A.
     Mayer;  Stock  Option Agreement dated as of March  31,  1994
     between  Kenneth  Cole  Productions,  Inc.  and  Stanley  A.
     Mayer.  (Incorporated by reference to Exhibit 10.07  to  the
     Company's  Registration Statement on Form S-1,  Registration
     No. 33-77636).
                Stock Option Agreement dated as of June 1,  1994,
     between  Kenneth  Cole  Productions,  Inc.  and  Stanley  A.
     Mayer;  Stock  Option Agreement dated as of  July  7,  1994,
     between Kenneth Cole Productions, Inc. and Stanley A.  Mayer
     (Incorporated  by  reference  to  Exhibit   10.07   to   the
     Company's 1994 Form 10-K).
10.08      -Collective Bargaining Agreement by  and  between
     the  New  York  Industrial Council of the  National  Fashion
     Accessories  Association, Inc. and Leather Goods,  Plastics,
     Handbags  and Novelty Workers' Union, Local 1, dated  as  of
     April  25, 1987; Memorandum of Agreement by and between  the
     New   York  Industrial  Council  of  the  National   Fashion
     Accessories  Association, Inc. and Leather Goods,  Plastics,
     Handbags  and Novelty Workers' Union, Local 1,  Division  of
     Local  342-50  United  Food  and Commercial  Workers  Union,
     dated  as  of  June 16, 1993. (Incorporated by reference  to
     Exhibit  10.08  to the Company's Registration  Statement  on
     Form S-1, Registration No. 33-77636).
10.09-Memorandum  of  Agreement between the New  York  Industrial
     Council  of  the  National  Fashion Accessories  Association
     Inc.  and  Local  1 Leather Goods, Plastics,  Handbags,  and
     Novelty Workers Union, Division of Local 342-50 United  Food
     and  Commercial Workers Union (Previously filed  as  Exhibit
     10.1  to the Registrant's Quarterly Report on Form 10-Q  for
     the  quarterly  period ended June 30, 1996 and  incorporated
     herein by reference).
*10.10           Employment   Agreement  between   Kenneth   Cole
     Productions,  Inc.,  and  Paul Blum.  (Previously  filed  as
     Exhibit  10.6 to the Registrant's Quarterly Report  on  Form
     10-Q  for  the  quarterly period ended  June  30,  1996  and
     incorporated herein by reference).
10.11      Sublease  Agreement,  dated  June  17,  1996,  between
     Kenneth   Cole   Productions,   Inc.   and   Liz   Claiborne
     Accessories,  Inc.  (Incorporated by  reference  to  Exhibit
     10.11 to the Company's 1996 Form 10-K).
*10.12          Amended  and  Restated Kenneth Cole  Productions,
     Inc.  1994 Stock Option Plan (Previously filed as an Exhibit
     to  the Registrant's Proxy Statement filed on April 22, 1997
     and incorporated herein by reference).
*10.13           Employment   Agreement  between   Kenneth   Cole
     Productions, Inc. and Susan Hudson (Previously filed  as  an
     Exhibit to the Company's 1997 Form 10-K).
10.14           Lease Agreement, dated December 17, 1998, between
     Kenneth  Cole  Productions,  Inc.  and  SAAR  Company,  LLC.
     (Previously filed as Exhibit 10.14 to the Registrants Annual
     Report on Form 10-K for the year ended December 31, 1998 and
     incorporated by reference).
10.15         Common Stock Purchase Agreement, dated July 20,
    1999, between Liz Claiborne, Inc. and Kenneth Cole Productions,
    Inc.  (Previously filed as Exhibit 10.01 to the Registrants
    Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 1999).
10.16          Registration Rights Agreement, dated July 20,
    1999, between Liz Claiborne, Inc. and Kenneth Cole Productions,
    Inc.  (Previously filed as Exhibit 10.02 to the Registrants
    Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 1999).
10.17          License Agreement, dated July 20, 1999, by and
    between L.C.K.L., LLC and K.C.P.L., Inc.  (Portions of this
    exhibit have been omitted pursuant to a request for confidential
    treatment and been filed separately with the Securities and
    Exchange Commission.  Such portions are designated by a "*".
    (Previously filed as Exhibit 10.03 to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended September 30,
    1999).
 10.18          Amended and Restated Employment Agreement,  dated
     as  of  September 1, 2000, between Kenneth Cole Productions,
     Inc.  and  Paul Blum (Previously filed as Exhibit  10.10  to
     the  Registrant's  Quarterly Report on  Form  10-Q  for  the
     quarterly  period  ended  June  30,  1996  and  incorporated
     herein by reference).
 10.19          Kenneth  Cole  Productions, Inc.  Employee  Stock
     Purchase  Plan  (Incorporated by reference to the  Company's
     Registration  Statement  on Form S-8  Registration  No.  33-
     31868, filed on March 7, 2000.)
 10.20           Kenneth   Cole  Productions,  Inc.  2004   Stock
     Incentive  Plan (Incorporated by reference to the  Company's
     Registration  Statement on Form S-8  Registration  No.  333-
     119101, filed on September 17, 2004.
+    21.01         List of Subsidiaries
+23.01           Consent   of   Independent   Registered   Public
     Accounting Firm
+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
____________________________
*           Management   contract   or   compensatory   plan   or
     arrangement  required  to  be identified  pursuant  to  Item
     14(a) of this report.
+         Filed herewith.

(b)   See  Item  15(a) (3) above for a listing  of  the  exhibits
  included as a part of this report.

(c)  See Items 15(a)(1) and 15(a)(2) above.
<PAGE>

         Kenneth Cole Productions, Inc. and Subsidiaries

           Index to Consolidated Financial Statements


                                                               Page

Reports of Independent Registered Public Accounting Firm       F-2

Consolidated Balance Sheets as of December 31, 2004 and 2003   F-5

Consolidated Statements of Income for the years ended
 December 31, 2004, 2003 and 2002                              F-7

Consolidated Statements of Changes in Shareholders' Equity
 for the years ended December 31, 2004, 2003 and 2002          F-8

Consolidated Statements of Cash Flows for the years ended
 December 31, 2004, 2003 and 2002                              F-9

Notes to Consolidated Financial Statements                     F-10




<PAGE>

Report of Independent Registered Public Accounting Firm


To  The  Board  of  Directors and Shareholders  of  Kenneth  Cole
Productions, Inc.

     We have audited the accompanying consolidated balance sheets
of   Kenneth   Cole  Productions,  Inc.  and  subsidiaries   (the
"Company")  as  of December 31, 2004 and 2003,  and  the  related
consolidated  statements of income, cash  flows  and  changes  in
shareholders'  equity for each of the three years in  the  period
ended  December 31, 2004.  Our audits also included the financial
statement  schedule  listed in the Index at  Item  15(a).   These
financial statements and schedule are the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements and schedule based  on  our
audits.

      We conducted our audits in accordance with the standards of
the  Public  Company Accounting Oversight Board (United  States).
Those  standards require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements.  An audit also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement presentation.  We believe  that  our  audits
provide a reasonable basis for our opinion.

      In  our opinion, the financial statements referred to above
present  fairly,  in  all  material  respects,  the  consolidated
financial  position  of  Kenneth  Cole  Productions,   Inc.   and
subsidiaries  at December 31, 2004 and 2003, and the consolidated
results of their operations and their cash flows for each of  the
three  years in the period ended December 31, 2004, in conformity
with U.S. generally accepted accounting principles.  Also, in our
opinion,   the   related  financial  statement   schedule,   when
considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information
set forth therein.

      We  also have audited, in accordance with the standards  of
the  Public  Company Accounting Oversight Board (United  States),
the   effectiveness  of  Kenneth  Cole  Productions,   Inc.   and
subsidiaries  internal  control over financial  reporting  as  of
December  31,  2004,  based on criteria established  in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring  Organizations  of  the Treadway  Commission  and  our
report  dated February 23, 2005 expressed an unqualified  opinion
thereon.


                                       /s/ Ernst & Young LLP


New York, New York

February 23, 2005

<PAGE>

      Report of Independent Registered Public Accounting Firm

To  The  Board  of  Directors and Shareholders  of  Kenneth  Cole
Productions, Inc.


   We  have  audited  management's assessment,  included  in  the
accompanying   Management's  Report  on  Internal  Control   over
Financial  Reporting  appearing in Item  9a,  that  Kenneth  Cole
Productions,  Inc.  and  subsidiaries (the "Company")  maintained
effective  internal  control  over  financial  reporting  as   of
December  31,  2004,  based on criteria established  in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring  Organizations of the Treadway  Commission  (the  COSO
criteria).   The   Company's  management   is   responsible   for
maintaining  effective internal control over financial  reporting
and  for  its assessment of the effectiveness of internal control
over  financial reporting. Our responsibility is  to  express  an
opinion  on  management's  assessment  and  an  opinion  on   the
effectiveness  of the company's internal control  over  financial
reporting based on our audit.

   We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about whether effective  internal  control
over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over  financial  reporting, evaluating  management's  assessment,
testing and evaluating the design and operating effectiveness  of
internal  control,  and performing such other  procedures  as  we
considered  necessary in the circumstances. We believe  that  our
audit provides a reasonable basis for our opinion.

   A  company's  internal control over financial reporting  is  a
process  designed 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. A company's  internal
control  over  financial reporting includes  those  policies  and
procedures  that (1) pertain to the maintenance of records  that,
in   reasonable  detail,  accurately  and  fairly   reflect   the
transactions  and dispositions of the assets of the company;  (2)
provide  reasonable assurance that transactions are  recorded  as
necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting  principles,  and
that receipts and expenditures of the company are being made only
in  accordance with authorizations of management and directors of
the  company;  and  (3)  provide reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use,
or disposition of the company's assets that could have a material
effect on the financial statements.

   Because  of  its inherent limitations, internal  control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because of changes in conditions, or that the  degree
of compliance with the policies or procedures may deteriorate.

   In  our  opinion,  management's assessment that  Kenneth  Cole
Productions, Inc. and subsidiaries maintained effective  internal
control  over  financial reporting as of  December  31,  2004  is
fairly  stated,  in  all material respects,  based  on  the  COSO
criteria.   Also, in our opinion, Kenneth Cole Productions,  Inc.
and  subsidiaries maintained, in all material respects, effective
internal  control  over financial reporting as  of  December  31,
2004, based on the COSO criteria.

   We  also have audited, in accordance with the standards of the
Public  Company Accounting Oversight Board (United  States),  the
consolidated balance sheets of Kenneth Cole Productions, Inc. and
subsidiaries  as of December 31, 2004 and 2003, and  the  related
consolidated  statements of income, cash  flows  and  changes  in
shareholders'  equity for each of the three years in  the  period
ended  December 31, 2004 and our report dated February  23,  2005
expressed an unqualified opinion thereon.



                                    /s/ Ernst & Young LLP


New York, New York

February 23, 2005

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

                   Consolidated Balance Sheets
<CAPTION>
                                                   December 31,
                                                 2004        2003
<S>                                         <C>          <C>
Assets
Current assets:
Cash and cash equivalents                      $ 80,014,000 $111,102,000
Marketable securities                            40,000,000       -
Due from factors                                 34,936,000   31,487,000
Accounts receivable, less allowance for
 doubtful accounts of $302,000 and $475,000      16,978,000   11,254,000
Inventories                                      47,166,000   44,851,000
Prepaid expenses and other current assets         2,664,000    1,343,000
Deferred taxes, net                               3,136,000    2,063,000
                                               ------------ ------------
Total current assets                            224,894,000  202,100,000

Property and equipment-at cost, less
 Accumulated depreciation and amortization       38,510,000   36,755,000

Other assets:
 Deferred taxes, net                              9,625,000    8,989,000
 Deposits and sundry                              8,826,000    7,614,000
 Deferred compensation plans assets              22,732,000   18,383,000
                                               ------------ ------------
Total other assets                               41,183,000   34,986,000
                                               ------------ ------------
Total Assets                                   $304,587,000 $273,841,000
                                               ============ ============
</TABLE>


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

             Consolidated Balance Sheets (continued)
<CAPTION>
                                                     December 31,
                                                   2004        2003
<S>                                           <C>          <C>
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable                               $ 35,767,000 $ 33,847,000
Accrued expenses and other current liabilities    8,947,000    8,358,000
Deferred income                                   2,920,000    2,795,000
Income taxes payable                              4,253,000    2,939,000
                                               ------------ ------------
Total current liabilities                        51,887,000   47,939,000

Accrued rent and other long term liabilities     13,440,000   11,185,000
Deferred compensation plans liabilities          22,732,000   18,383,000

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; 15,054,845
 and 14,534,791 issued and outstanding as
 of December 31, 2004 and 2003, respectively        150,000      145,000
Class B Convertible Common Stock, par value
 $.01, 9,000,000 shares authorized; 8,055,497
 and 8,168,497 issued and outstanding as of
 December 31, 2004 and 2003, respectively            81,000       82,000
Additional paid-in capital                       78,417,000   69,992,000
Accumulated other comprehensive income            1,053,000      751,000
Retained Earnings                               216,983,000  191,585,000
                                               ------------ ------------
                                                296,684,000  262,555,000
Class A Common Stock in treasury, at cost,
3,388,400 and 2,888,400 shares as of
December 31, 2004 and 2003, respectively        (80,156,000) (66,221,000)
                                               ------------ ------------
Total Shareholders' Equity                      216,528,000  196,334,000
                                               ------------ ------------
Total Liabilities and Shareholders' Equity     $304,587,000 $273,841,000
                                               ============ ============
</TABLE>

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

                Consolidated Statements of Income

<CAPTION>
                                          Year ended December 31,
                                      2004         2003         2002
<S>                              <C>          <C>          <C>
Net sales                         $473,438,000 $430,101,000 $404,336,000
Royalty revenue                     42,763,000   38,252,000   28,713,000
                                  ------------ ------------ ------------
Net revenue                        516,201,000  468,353,000  433,049,000
Cost of goods sold                 284,817,000  258,457,000  235,255,000
                                  ------------ ------------ ------------
Gross profit                       231,384,000  209,896,000  197,794,000

Selling, general, and
 administrative expenses           174,519,000  157,824,000  152,618,000
Impairment of long-lived assets        448,000    1,153,000    4,446,000
                                  ------------ ------------ ------------
Operating income                    56,417,000   50,919,000   40,730,000
Interest and other income, net       1,411,000      825,000    1,102,000
                                  ------------ ------------ ------------
Income before provision for
 income taxes                       57,828,000   51,744,000   41,832,000
Provision for income taxes          21,976,000   19,145,000   15,687,000
                                  ------------ ------------ ------------
Net income                        $ 35,852,000 $ 32,599,000 $ 26,145,000
                                  ============ ============ ============

Earnings per share:
     Basic                               $1.79        $1.66        $1.33
     Diluted                             $1.74        $1.59        $1.27

Dividends declared per share             $0.52        $0.17

Shares used to compute earnings per share:
     Basic                          20,050,000   19,609,000   19,643,000
     Diluted                        20,652,000   20,486,000   20,590,000
</TABLE>


  See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                 Kenneth Cole Productions, Inc. and Subsidiaries
           Consolidated Statements of Changes in Shareholders' Equity
<CAPTION>
                                       Class A             Class B
                                     Common Stock        Common Stock
                                   Number              Number
                                  of Shares  Amount   of Shares  Amount
<S>                             <C>        <C>       <C>        <C>
Balance at 12/31/01              13,626,584 $136,000  8,498,097  $85,000

Net Income
Translation adjustment,
 Foreign currency, net
  of taxes $(73,000)
 Forward contracts, net
  of taxes $205,000

Comprehensive income
Exercise of stock options
 Related tax benefit $974,000       142,952    2,000
Issuance of Class A
 Stock for ESPP                      14,681
Purchase of Class A Stock
Conversion of Class B to
 Class A common stock               137,600    1,000   (137,600)  (1,000)
                                 -----------------------------------------
Balance at 12/31/02              13,921,817  139,000  8,360,497   84,000

Net Income
Translation adjustment,
 Foreign currency, net
  of taxes $(69,000)
 Forward contracts, net
  of taxes $126,000

Comprehensive income
Exercise of stock options
 Related tax benefit $2,370,000     408,368    4,000
Issuance of Class A
 Stock for ESPP                      12,606
Dividends paid on
 common stock
Purchase of Class A Stock
Conversion of Class B to
 Class A common stock               192,000    2,000   (192,000)  (2,000)
                                 -----------------------------------------
Balance at 12/31/03              14,534,791  145,000  8,168,497   82,000

Net Income
Translation adjustment,
 Foreign currency, net
  of taxes $199,000
 Forward contracts, net
  of taxes $(32,000)
Unrealized gain on available
 for sale security, net of
 taxes $18,000

Comprehensive income
Exercise of stock options
 Related tax benefit $3,031,000     398,113    4,000
Issuance of Class A
 Stock for ESPP                       8,941
Dividends paid on
 common stock
Purchase of Class A Stock
Conversion of Class B to
 Class A common stock               113,000    1,000   (113,000)  (1,000)
                                 -----------------------------------------
Balance at 12/31/04              15,054,845 $150,000  8,055,497  $81,000
                                 =========================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                Accumulated
                                   Additional      Other
                                    Paid-In    Comprehensive   Retained
                                    Capital        Income      Earnings
<S>                               <C>           <C>          <C>
Balance at 12/31/01                $61,273,000   $  434,000   $136,099,000

Net Income                                                      26,145,000
Translation adjustment,
 Foreign currency, net
  of taxes $(73,000)                               (121,000)
 Forward contracts, net
  of taxes $205,000                                 341,000

Comprehensive income
Exercise of stock options
 Related tax benefit $974,000        1,994,000
Issuance of Class A
 Stock for ESPP                        209,000
Purchase of Class A Stock
Conversion of Class B to
 Class A common stock
                                   -----------------------------------------
Balance at 12/31/02                 63,476,000      654,000    162,244,000

Net Income                                                      32,599,000
Translation adjustment,
 Foreign currency, net
  of taxes $(69,000)                               (118,000)
 Forward contracts, net
  of taxes $126,000                                 215,000

Comprehensive income
Exercise of stock options
 Related tax benefit $2,370,000      6,304,000
Issuance of Class A
 Stock for ESPP                        212,000
Dividends paid on
 common stock                                                   (3,258,000)
Purchase of Class A Stock
Conversion of Class B to
 Class A common stock
                                   -----------------------------------------
Balance at 12/31/03                 69,992,000      751,000    191,585,000

Net Income                                                      35,852,000
Translation adjustment,
 Foreign currency, net
  of taxes $199,000                                 325,000
 Forward contracts, net
  of taxes $(32,000)                                (53,000)
Unrealized gain on available
 for sale security, net of
 taxes $18,000                                       30,000

Comprehensive income
Exercise of stock options
 Related tax benefit $3,031,000      8,204,000
Issuance of Class A
 Stock for ESPP                        221,000
Dividends paid on
 common stock                                                  (10,454,000)
Purchase of Class A Stock
Conversion of Class B to
 Class A common stock
                                   -----------------------------------------
Balance at 12/31/04                $78,417,000   $1,053,000   $216,983,000
                                   =========================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       Treasury Stock
                                     Number
                                   of Shares     Amount            Total
<S>                             <C>           <C>            <C>
Balance at 12/31/01              (2,488,400)   $(57,133,000)  $140,894,000

Net Income                                                      26,145,000
Translation adjustment,
 Foreign currency, net
  of taxes $(73,000)                                              (121,000)
 Forward contracts, net
  of taxes $205,000                                                341,000
                                                               -----------
Comprehensive income                                            26,365,000
Exercise of stock options
 Related tax benefit $974,000                                    1,996,000
Issuance of Class A
 Stock for ESPP                                                    209,000
Purchase of Class A Stock          (200,000)     (4,562,000)    (4,562,000)
Conversion of Class B to
 Class A common stock
                                -------------------------------------------
Balance at 12/31/02              (2,688,400)    (61,695,000)   164,902,000

Net Income                                                      32,599,000
Translation adjustment,
 Foreign currency, net
  of taxes $(69,000)                                              (118,000)
 Forward contracts, net
  of taxes $126,000                                                215,000
                                                               -----------
Comprehensive income                                            32,696,000
Exercise of stock options
 Related tax benefit $2,370,000                                  6,308,000
Issuance of Class A
 Stock for ESPP                                                    212,000
Dividends paid on
 common stock                                                   (3,258,000)
Purchase of Class A Stock          (200,000)     (4,526,000)    (4,526,000)
Conversion of Class B to
 Class A common stock
                                -------------------------------------------
Balance at 12/31/03              (2,888,400)    (66,221,000)   196,334,000

Net Income                                                      35,852,000
Translation adjustment,
 Foreign currency, net
  of taxes $199,000                                                325,000
 Forward contracts, net
  of taxes $(32,000)                                               (53,000)
Unrealized gain on available
 for sale security, net of
 taxes $18,000                                                      30,000
                                                               -----------
Comprehensive income                                            36,154,000
Exercise of stock options
 Related tax benefit $3,031,000                                  8,208,000
Issuance of Class A
 Stock for ESPP                                                    221,000
Dividends paid on
 common stock                                                  (10,454,000)
Purchase of Class A Stock          (500,000)    (13,935,000)   (13,935,000)
Conversion of Class B to
 Class A common stock
                                -------------------------------------------
Balance at 12/31/04              (3,388,400)   $(80,156,000)  $216,528,000
                                ===========================================
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
            Kenneth Cole Productions, Inc. and Subsidiaries
                 Consolidated Statements of Cash Flows
<CAPTION>
                                           For the years ended December 31,
                                           2004          2003          2002
<S>                                   <C>          <C>          <C>
Cash flows from operating
activities
Net income                             $ 35,852,000 $ 32,599,000 $ 26,145,000
Adjustments to reconcile net income to
 net cash provided by operating activities:
Depreciation                              7,844,000    7,604,000    7,307,000
Impairment of long-lived assets             448,000    1,153,000    4,446,000
Unrealized (gain) loss on deferred
 compensation plans                      (1,127,000)  (2,543,000)   1,526,000
Realized gain on sale of property
and equipment                               (14,000)       -            -
Provision for doubtful accounts             227,000      262,000      244,000
Benefit for deferred taxes               (1,709,000)    (399,000)  (3,170,000)
Tax benefit from stock options            3,031,000    2,370,000      974,000
Changes in operating assets and liabilities:
 Increase in due from factors            (3,449,000)    (601,000)  (2,597,000)
 Increase in accounts receivable         (5,951,000)  (3,632,000)  (1,397,000)
 Increase in inventories                 (2,368,000)    (912,000) (12,630,000)
 Increase in prepaid expenses and
  other current assets                   (1,321,000)    (269,000)    (201,000)
 Increase in other assets and deferred
  compensation assets                    (4,404,000)  (4,909,000)  (1,764,000)
 Increase (decrease) in income
  taxes payable                           1,314,000   (3,301,000)   3,991,000
 Increase in accounts payable             1,920,000      213,000    7,702,000
 Increase (decrease) in deferred income,
  accrued expenses and other
  current liabilities                     1,044,000   (2,812,000)     484,000
Increase in other non-current liabilities 6,604,000    8,067,000    2,345,000
                                        -----------  -----------  -----------
Net cash provided by operating
 activities                              37,941,000   32,890,000   33,405,000

Cash flows from investing activities
Acquisition of property and equipment   (10,101,000)  (9,510,000)  (7,268,000)
Proceeds from sale of property and
 Equipment                                   68,000
Purchases of marketable securities      (40,000,000)        -           -
                                        -----------  -----------  -----------
Net cash used in investing activities   (50,033,000)  (9,510,000)  (7,268,000)

Cash flows from financing activities
Proceeds from exercise of stock options   5,177,000    3,938,000    1,022,000
Proceeds from issuance of stock
 from employee purchase plan                221,000      212,000      209,000
Principal payments of capital
 lease obligations                                      (171,000)    (212,000)
Dividends paid to shareholders          (10,454,000)  (3,258,000)
Purchase of treasury stock              (13,935,000)  (4,526,000)  (4,562,000)
                                        -----------  -----------  -----------
Net cash used in financing activities   (18,991,000)  (3,805,000)  (3,543,000)
Effect of exchange rate changes on cash      (5,000)     (22,000)     (11,000)
                                        -----------  -----------  -----------
Net (decrease)/increase in cash
 and cash equivalents                   (31,088,000)  19,553,000   22,583,000
Cash and cash equivalents,
 beginning of year                      111,102,000   91,549,000   68,966,000
                                        -----------  -----------  -----------
Cash and cash equivalents, end of year $ 80,014,000 $111,102,000 $ 91,549,000
                                        ===========  ===========  ===========

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest                                    $27,000      $40,000      $35,000
Income taxes                            $19,341,000  $20,583,000  $14,757,000
</TABLE>
     See accompanying notes to consolidated financial statements.
<PAGE>
         Kenneth Cole Productions, Inc. and Subsidiaries
           Notes to Consolidated Financial Statements

Note A  - Summary of Significant Accounting Policies

1.  Description of business

   Kenneth  Cole  Productions, Inc.  and  its  subsidiaries  (the
"Company") designs, sources and markets a broad range of  quality
footwear  and  handbags, and through license agreements,  designs
and markets men's, women's and children's apparel and accessories
under its Kenneth Cole New York, Kenneth Cole Reaction, Unlisted,
and  beginning in 2004, Tribeca, brands for the fashion conscious
consumer.   In  2003, the Company added the Bongo  trademark  for
footwear  through a license agreement.  The Company  markets  its
products  for  sale  to  more than 7,500  department  stores  and
specialty  store locations in the United States  and  in  several
foreign countries, through its retail and outlet store base,  and
its  interactive website.  The Company also distributes  consumer
catalogs  that  feature a variety of Kenneth Cole  New  York  and
Kenneth Cole Reaction branded products.

2.    Principles of consolidation

   The consolidated financial statements include the accounts  of
Kenneth Cole Productions, Inc. and its wholly owned subsidiaries.
Intercompany  transactions and balances have been  eliminated  in
consolidation.

3.    Use of estimates

   The  preparation  of financial statements in  conformity  with
accounting  principles generally accepted in  the  United  States
requires management to make estimates and assumptions that effect
the reported amounts of assets and liabilities and disclosure  of
contingent  assets and liabilities at the date of  the  financial
statements,  as  well  as the reported amounts  of  revenues  and
expenses  during  the  reporting period.   Actual  results  could
differ from those estimates.

4.    Cash and cash equivalents

   The  Company considers all highly liquid investments  with  an
original maturity of three months or less at the time of purchase
to be cash equivalents.


5.  Marketable securities

      During  2004, the Company began investing in  auction  rate
securities,  which are associated with municipal bond  offerings,
and  have maturity dates ranging from approximately 2023 to 2038.
Beginning  in  the  fourth  quarter of 2004,  the  Company  began
accounting  for  these investments as marketable securities,  and
has  classified them as available for sale securities under  SFAS
115  "Accounting  for  Certain Investments  in  Debt  and  Equity
Securities"("SFAS 115"). They are recorded at fair value, and are
reset  and repurchased every 7 to 35 days, based on the Company's
cash  needs. The purchase of these securities is included in  the
accompanying
Statement  of  Cash  Flows  as an investing  activity.   Interest
earned  is  recorded  in  "Interest  and  Other  Income"  in  the
accompanying Consolidated Statement of Income for the year  ended
December 31, 2004.

6.    Inventories

  Inventories, which consist of finished goods, are stated at the
lower  of  cost or fair market value. Cost is determined  by  the
first-in, first-out method.

7.  Property and equipment

   Property  and  equipment are stated at cost  less  accumulated
depreciation and amortization.  Depreciation and amortization  is
computed  using the estimated useful lives of the related  assets
ranging  from  three  to  seven years on a  straight-line  basis.
Leasehold  improvements  are amortized  using  the  straight-line
method over the term of the related lease or the estimated useful
life, whichever is less.

   The  Company reviews long-lived assets for possible impairment
whenever  events  or changes in circumstances indicate  that  the
carrying amount of an asset may not be recoverable as measured by
comparing  the undiscounted future cash flows to the asset's  net
book  value.  Impaired assets are recorded at the lesser of their
carrying value or fair value (See Note D).

8.  Income taxes

   The  Company  accounts for income taxes  using  the  liability
method. Under this method, deferred income taxes reflect the  net
tax effects of temporary differences between the carrying amounts
of  assets  and liabilities for financial reporting purposes  and
the amounts used for income tax purposes.

9.  Revenue recognition

   Wholesale revenues are recognized upon shipment of products to
customers  since title passes upon shipment.  Retail  and  outlet
store  revenues  are  recognized  at  the  time  of  sale.   Both
wholesale  and  retail store revenues are shown net  of  returns,
discounts, and other allowances.  Reserves for estimated  returns
and   allowances  for  discounts  are  provided  when  sales  are
recorded.   The Company has also entered into various trade  name
license   agreements  that  provide  revenues  based  on  minimum
royalties and additional revenues based on percentage of  defined
sales.   Minimum royalty revenue is recognized on a straight-line
basis  over  each  period, as defined in each license  agreement.
Royalties  exceeding  the  defined  annual  minimum  amounts  are
recognized  as  income  during the period  corresponding  to  the
licensee's net sales as such amounts are exceeded.

10. Advertising costs

   The Company incurred advertising costs, including certain  in-
house  marketing  expenses of $20.0 million,  $16.8  million  and
$18.1  million  for the years ended December 31, 2004,  2003  and
2002,  respectively. Advertising costs are expensed  as  incurred
and   are   included  in  selling,  general,  and  administrative
expenses.   Included in advertising expenses are costs associated
with  cooperative advertising programs, under which  the  Company
generally   shares   the   cost  of  a   customer's   advertising
expenditures.

   In  addition,  licensee contributions toward  advertising  are
recognized  when  licensed products are  sold  by  the  Company's
licensees.    Such   contributions  are  based   on   contractual
percentages  of sales and contain minimums.  For licensees  whose
sales  are  not  expected to exceed contractual  sales  minimums,
contributions relating to advertising are recognized based on the
contractual  minimums.  In circumstances whereby  licensee  sales
exceed  the  quarterly contractual minimums, but not  the  annual
minimums,  such contributions toward advertising are deferred  on
the  balance  sheet.   As the licensee sales  exceed  the  annual
contractual   minimums,   the   licensee   contributions   toward
advertising are recognized.

11.  Stock-based compensation

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

   Pro  forma disclosures, as required by Statement of  Financial
Accounting   Standard  No.  148,  "Accounting   for   Stock-Based
Compensation - Transition and Disclosure", are computed as if the
Company recorded compensation expense based on the fair value for
stock-based   awards   or  grants.   The  following   pro   forma
information includes the effects of the options discussed above.

<TABLE>
<CAPTION>
                                Year Ended December 31,
                             2004           2003         2002
<S>                       <C>          <C>          <C>
Net Income, as  reported   $35,852,000  $32,599,000  $26,145,000

Deduct:  Stock-based employee
 compensation expense
 determined under fair value
 method, net  of related
 tax effects                 3,429,000    2,855,000    2,506,000
                           -----------  -----------  -----------
Pro forma net income       $32,423,000  $29,744,000  $23,639,000
                           ===========  ===========  ===========

Earnings per share:
Basic - as reported              $1.79        $1.66        $1.33
Basic - pro forma                $1.62        $1.52        $1.20

Diluted - as reported            $1.74        $1.59        $1.27
Diluted - pro forma              $1.57        $1.45        $1.15
</TABLE>



   The  effects of applying SFAS 123 on this pro forma disclosure
may not be indicative of future results.  SFAS 123 does not apply
to  grants  prior to 1995, and additional awards in future  years
may or may not be granted.

12.  Derivative instruments and hedging activities

       The Company uses derivative instruments, typically forward
contracts,  to manage its risk associated with movements  in  the
Euro  exchange rates in purchasing inventory.  In accordance with
SFAS  No.  133 "Accounting for Derivative Instruments  and  Hedge
Activities"  ("SFAS 133"), the Company recognizes all derivatives
on  the  Balance Sheet.  Also, derivative instruments  that  meet
certain  criteria in SFAS 133 are classified as cash flow hedges,
and  changes  in fair value are recognized in Other Comprehensive
Income, in the accompanying Statement of Changes in Shareholders'
Equity,  until  the underlying transaction is completed  and  the
derivative is settled. Upon settlement, any amounts remaining  in
Other  Comprehensive Income are reclassified to earnings.   Those
derivatives  that  are  not classified as cash  flow  hedges  are
adjusted  to fair value through earnings.   The Company does  not
hold  derivative  instruments  for  the  purpose  of  trading  or
speculation,  and designated all hedges as Cash  Flow  Hedges  in
2004  (See Note G).


13.  Shipping and Handling Costs

   In accordance with Emerging Issues Task Force Issue No. 00-10,
"Accounting  for  Shipping and Handling Fees,"  the  Company  has
included  amounts billed to customers for shipping costs  in  net
sales.   The related internal and external shipping and  handling
costs  incurred by the Company are included in the Cost of  Goods
Sold  line  item in the accompanying Consolidated  Statements  of
Income.   Such  costs include inbound freight  costs,  purchasing
costs,  inspection  costs,  internal transfer  costs,  and  other
product procurement related charges.

14.   Cost  of Goods Sold and Selling, General and Administrative
Expenses

      Costs  associated  with the production and  procurement  of
product are included in the Cost of Goods Sold line item  in  the
accompanying Consolidated Statements of Income, including inbound
freight  costs,  purchasing costs, inspection  costs,  and  other
product   procurement  related  charges.   All  other   expenses,
excluding  interest  and income taxes, are included  in  selling,
general,   and  administrative  expenses,  including   receiving,
warehousing,  and  distribution  expenses,  as  the   predominant
expenses associated therewith, are general and administrative  in
nature.

15. Research and Development Costs

  The Company does not incur research and development costs.

16.  Reclassifications

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


     Note B   - Due from Factors, Accounts Receivable and Line of
Credit Facility

   The Company sells substantially all of its accounts receivable
to  its  factors, without recourse, subject to credit limitations
established  by the factor for each individual account.   Certain
accounts  receivable in excess of established limits are factored
with  recourse.  Included in amounts due from factor at  December
31,  2004  and  2003 is accounts receivable subject  to  recourse
totaling approximately $1,132,000 and $494,000, respectively. The
agreements with the factors provide for payment of a service  fee
on receivables sold.

   At  December  31, 2004 and 2003, the balance due from  factor,
which  includes  chargebacks, is net of allowances  for  returns,
discounts,  and other deductions of approximately $8,377,000  and
$9,425,000,
respectively.  The allowances are provided for known  chargebacks
reserved for but not written off the Company's financial  records
and   for   potential   future  customer  deductions   based   on
management's estimates.

   In  the  ordinary course of business, the Company has accounts
receivable  that are non-factored and are at the Company's  risk.
At  December  31, 2004 and 2003, the accounts receivable  balance
includes  allowance  for doubtful accounts  and  consumer  direct
sales   returns  of  approximately  $1,002,000  and   $1,260,000.
These  customers  include non-factored accounts and  credit  card
receivables  from third party service providers.  The  allowances
provided  for  sales  returns  are for  potential  future  retail
customer merchandise returns based on management's estimates. The
allowance for doubtful accounts is provided for estimated  losses
resulting  from the inability of its customers to  make  required
payments.

   The  Company  has  a Line of Credit Facility (the  "Facility")
that,  as amended, allows for uncommitted borrowings, letters  of
credit  and  banker's acceptances subject to individual  maximums
and  in  the  aggregate, an amount not to exceed  the  lesser  of
$25,000,000  or  a  "Borrowing  Base."  The  Borrowing  Base   is
calculated  on  a  specified percentage of eligible  amounts  due
under  factoring  arrangements,  eligible  non-factored  accounts
receivable,   and  eligible  inventory.  Borrowings   under   the
revolving  loan portion of the Facility ("Advances") are  due  on
demand. The Company may pay down and re-borrow at will under  the
Facility.  Advances  bear  interest at the  Alternate  Base  Rate
(defined as the higher of the Prime Rate or the Federal Funds  in
effect  at borrowing date plus 1/2 of 1%) or the Note Rate (which
will  be agreed upon between the lender and the Company).   There
were no outstanding advances under this agreement at December 31,
2004, and 2003.

   Amounts available under the Facility at December 31, 2004 were
reduced  by  $6,576,000 of standby letters of credit and  $91,000
in open letters of credit to $18,333,000.  In connection with the
line  of  credit,  the Company has agreed to  eliminate  all  the
outstanding  advances  under  the  Facility  for  at   least   30
consecutive days during each calendar year, which the Company has
complied  with. In addition, borrowings under the line of  credit
are secured by certain assets of the Company.

Note C  - Property and Equipment

    Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                 December 31,
                                               2004        2003
<S>                                       <C>         <C>
Property and equipment-at cost:
Furniture and fixtures                     $24,861,000 $21,488,000
Machinery and equipment                     14,311,000  13,776,000
Leasehold improvements                      44,661,000  42,805,000
Leased equipment under capital lease           967,000     967,000
                                           ----------- -----------
                                            84,800,000  79,036,000
Less accumulated depreciation               46,290,000  42,281,000
                                           ----------- -----------
Net property and equipment                 $38,510,000 $36,755,000
                                           =========== ===========
</TABLE>
Note D - Impairment of Long-Lived Assets

       Based  upon current performance and the anticipated future
outlook  of  one  of  the Company's retail  stores,  the  Company
recorded  a  non-cash  asset impairment  charge  of  $448,000  in
December   2004.   Management  reviewed  the  store's   estimated
undiscounted  future cash flows and determined that  the  store's
current  value  was  not  in excess of expected  cash  flows  and
therefore a write-down to current value was required.  The write-
down  of  $448,000  of  the  store's leasehold  improvements  and
furniture  and fixtures to current value was separately disclosed
in the accompanying Consolidated Statement of Income.

   The  Company  recorded similar write-downs in the  amounts  of
$1,153,000  and  $4,446,000 in 2003 and 2002,  respectively,  for
impairments  of certain leasehold improvements and furniture  and
fixtures located at certain retail stores.  These impairments are
also  disclosed  in the accompanying Consolidated  Statements  of
Income.

Note E  - Accrued Expenses and Other Liabilities

   Accrued expenses and other current liabilities consist of  the
following:
<TABLE>
<CAPTION>
                                                December 31,
                                              2004       2003
<S>                                       <C>          <C>
Rent                                       $  448,000   $  485,000
Compensation                                5,454,000    4,964,000
Customer credits                            1,989,000    1,933,000
Other                                       1,056,000      976,000
                                           ----------   ----------
                                           $8,947,000   $8,358,000
                                           ==========   ==========
</TABLE>

Note F  - Segment Reporting

  Kenneth  Cole Productions, Inc. has three reportable  segments:
Wholesale, Consumer Direct, and Licensing.  The Wholesale segment
designs  and sources a broad range of fashion footwear,  handbags
and  accessories and markets its products for sale to  more  than
7,500  department  and  specialty  store  locations  and  to  the
Company's  Consumer Direct segment.  The Consumer Direct  segment
markets  a  broad  selection of the Company's  branded  products,
including  licensee products, for sale directly to  the  consumer
through  its  own  channels of distribution, which  include  full
price retail stores, outlet stores, catalogs, and e-commerce  (at
website         addresses         www.kennethcole.com         and
www.kennethcolereaction.com).  The  Licensing  segment,   through
third  party licensee agreements, has evolved the Company from  a
footwear   resource  to  a  diverse  lifestyle  brand   competing
effectively   in   approximately  30  apparel   and   accessories
categories for both men and women.  The Company maintains control
over  quality,  image  and distribution of the  licensees.   This
segment primarily consists of royalties earned on licensee  sales
to  third parties of the Company's branded products and royalties
earned  on  the  purchase  and sale to foreign  retailers  or  to
consumers in foreign countries.

  The  Company's  reportable segments  are  business  units  that
offer   products  to  overlapping  consumers  through   different
channels  of  distribution.  Each segment is managed  separately,
although   planning,  implementation  and  results  are  reviewed
internally by the executive management committee.

  The  Company  evaluates  performance  and  allocates  resources
based on profit or loss from each segment.  The Wholesale segment
is  evaluated on income from operations before income taxes.  The
Consumer  Direct  segment is evaluated on  profit  or  loss  from
operations  before  unallocated  corporate  overhead  and  income
taxes.   The  Licensing segment is evaluated based  on  royalties
earned and pretax segment profit. The accounting policies of  the
reportable  segments  are  the same as  those  described  in  the
Summary  of Significant Accounting Policies.  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 (dollars in thousands):

<TABLE>
<CAPTION>
                                         Consumer
                              Wholesale   Direct  Licensing  Totals
<S>                           <C>       <C>        <C>      <C>
Year Ended December 31, 2004
Revenues                       $279,440  $193,998   $42,763  $516,201
Intersegment revenues            35,133                        35,133
Interest income, net              1,411                         1,411
Depreciation expense              2,745     5,087        12     7,844
Impairment of long-lived assets               448                 448
Segment income (1)               29,135    12,232    35,454    76,821
Segment assets                  249,226    49,929     8,190   307,345
Expenditures for long-
 lived assets                     3,150     6,949         2    10,101

Year Ended December 31, 2003
Revenues                       $254,524  $175,577   $38,252  $468,353
Intersegment revenues            32,671                        32,671
Interest income, net                825                           825
Depreciation expense              2,698     4,893        13     7,604
Impairment of long-lived assets             1,153               1,153
Segment income (1)(3)            30,644     6,843    31,556    69,043
Segment assets                  219,111    48,454     8,414   275,979
Expenditures for long-
 lived assets                     4,924     4,584         2     9,510

Year Ended December 31, 2002
Revenues                       $237,241  $167,096   $28,712  $433,049
Intersegment revenues            30,525                        30,525
Interest income, net              1,102                         1,102
Depreciation expense              2,311     4,985        11     7,307
Impairment of long-lived assets             4,446               4,446
Segment income (1)(2)            30,275     5,430    22,101    57,806
Segment assets                  188,807    49,017     4,459   242,283
Expenditures for long-
 lived assets                     3,389     3,853        26     7,268
</TABLE>

  (1)  Before elimination of intersegment profit, unallocated
     corporate overhead and provision for income taxes
(2)  Segment income for the Consumer Direct segment includes a
gain of $860,000 from price adjustments on certain products sold
to Kenneth Cole retail stores, discovered during rotational
licensee audits.
(3)  Segment income for the Licensing segment includes one-time
payments for the transfer of the Company's fragrance and sunglass
license
The reconciliation of the Company's reportable segment revenues,
profit and loss, and assets are as follows (dollars in
thousands):
<TABLE>
<CAPTION>
Revenues                                    2004      2003      2002
<S>                                      <C>       <C>       <C>
Revenues for reportable segments          $516,201  $468,353  $433,049
Intersegment revenues for reportable
  segments                                  35,133    32,671    30,525
Elimination of intersegment revenues       (35,133)  (32,671)  (30,525)
                                          --------  --------  --------
Total consolidated revenues               $516,201  $468,353  $433,049
                                          ========  ========  ========

Income
Total profit for reportable segments      $ 76,821  $ 69,043  $ 57,806
Elimination of intersegment profit          (9,303)   (8,524)   (7,615)
Unallocated corporate overhead              (9,690)   (8,775)   (8,359)
                                          --------  --------  --------
Total income before provision for
  income taxes                            $ 57,828  $ 51,744  $ 41,832
                                          ========  ========  ========

Assets
Total assets for reportable segments      $307,345  $275,979  $242,283
Elimination of inventory profit in
  consolidation                             (2,758)   (2,138)   (1,966)
                                          --------  --------  --------
Total consolidated assets                 $304,587  $273,841  $240,317
                                          ========  ========  ========
</TABLE>

      Revenues from international customers are approximately two
percent of the Company's consolidated revenues.

Note  G   - Foreign Currency Transactions, Derivative Instruments
and Hedging Activities

        The  Company, in the normal course of business, routinely
enters into forward contracts in anticipation of future purchases
of  inventory  denominated in foreign currencies.  These  forward
contracts  are  used to hedge against the Company's  exposure  to
changes  in Euro exchange rates to protect the purchase price  of
merchandise  under such commitments.  The Company has  classified
these  contracts as Cash Flow Hedges under SFAS 133.  The Company
had  forward contracts of $24,000,000, $9,500,000 and  $7,750,000
at  December 31, 2004, 2003 and 2002, respectively.  At  December
31,  2004,  forward contracts have maturity dates through  August
2005.

   All terms and conditions of the 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, therefore changes in the fair
value  of  the contracts should be highly effective in offsetting
changes   in   the  expected  cash  flows  from  the   forecasted
transactions.

  No  gains  or  losses related to ineffectiveness of  cash  flow
hedges  were recognized in earnings during 2004, 2003, and  2002.
At  December  31,  2004,  the Company's notional  $24,000,000  in
forward  exchange  contracts resulted in an  unrealized  gain  of
approximately  $553,000, net of taxes, which was included  as  an
addition  to  Other  Comprehensive Income  in  the  Statement  of
Changes  in  Shareholders' Equity and an increase  to  inventory,
which  is  the  underlying exposure on the  Consolidated  Balance
Sheet.   The  Company expects to reclassify all of the unrealized
gain  from  Other Comprehensive Income into earnings  within  the
next  eight month period due to the actual executions of  forward
contracts to purchase merchandise and the Company's ultimate sale
of that merchandise.

Note H   - Income Taxes

The components of income before provision for income taxes are as
follows:
<TABLE>
<CAPTION>
Years Ended December 31      2004           2003            2002
<S>                      <C>          <C>           <C>
Domestic                  $54,460,000  $51,063,000   $39,796,000
International               3,368,000      681,000     2,036,000
                          -----------  -----------   -----------
                          $57,828,000  $51,744,000   $41,832,000
                          ===========  ===========   ===========
</TABLE>

  Significant items comprising the Company's deferred tax assets
and liabilities are as follows:
<TABLE>
<CAPTION>
                                               December   31,
                                             2004          2003
<S>                                      <C>          <C>
Deferred tax assets:
Inventory allowances and capitalization   $ 2,105,000  $ 1,352,000
Allowance for doubtful accounts and
   sales allowances                         1,031,000      696,000
Deferred rent                               4,379,000    3,771,000
Deferred compensation                       8,406,000    7,244,000
Asset impairment                            1,879,000    1,966,000
Other                                         531,000       38,000
                                          -----------  -----------
                                          $18,331,000  $15,067,000
Deferred tax liabilities:
Depreciation                               (2,680,000)  (2,068,000)
Undistributed foreign earnings             (2,890,000)  (1,947,000)
                                          -----------  -----------
                                           (5,570,000)  (4,015,000)
                                          -----------  -----------
Net deferred tax assets                   $12,761,000  $11,052,000
                                          ===========  ===========
</TABLE>

   The  provision  (benefit) for income  taxes  consists  of  the
following:
<TABLE>
<CAPTION>
                                         December 31,
                                2004         2003           2002
<S>                        <C>           <C>           <C>
Current:
  Federal                   $21,005,000   $16,816,000   $16,850,000
  State and local             2,483,000     2,587,000     1,900,000
  Foreign                       197,000       141,000       107,000
                            -----------   -----------   -----------
                             23,685,000    19,544,000    18,857,000
Deferred:
  Federal                    (1,574,000)     (368,000)   (2,999,000)
  State and local              (135,000)      (31,000)     (171,000)
                            -----------   -----------   -----------
                             (1,709,000)     (399,000)   (3,170,000)
                            -----------   -----------   -----------
                            $21,976,000   $19,145,000   $15,687,000
                            ===========   ===========   ===========
</TABLE>

   The  reconciliation of income tax computed at the U.S. federal
statutory  tax  rate to the effective income tax rate  for  2004,
2003 and 2002 is as follows:
<TABLE>
<CAPTION>
                                          2004     2003     2002
<S>                                    <C>      <C>      <C>
Federal income tax at statutory rate    35.0%    35.0%    35.0%
State  and local taxes, net  of
  federal tax benefit                    3.0%     2.0%     2.5%
                                        -----    -----    -----
                                        38.0%    37.0%    37.5%
                                        =====    =====    =====
</TABLE>

Note I  - Stock Options Plans and Grants

 1994 Stock Option Plan

   The Company's 1994 Incentive Stock Option Plan, as amended  by
the  2004 Stock Incentive Plan (the "Plan"), authorizes the grant
of  options  to  employees  for up to  5,320,162  shares  of  the
Company's  Class A Common Stock.  Certain options  granted  under
the  Plan  vest  in one-third increments in each  of  the  first,
second and third years following the date of grant, while certain
other  options vest over five years.  Options granted  under  the
"Plan"   have  ten-year  terms.   Non-employee  Director  options
granted have ten-year terms and vest 50% on the first anniversary
of  the date of grant and become fully exercisable at the end  of
two years.

   The  Company  has  elected to continue  to  follow  Accounting
Principles Board Opinion No. 25 ("APB 25"), in accounting for its
employee stock options.  Under APB 25, when the exercise price of
the  Company's employee stock options equals the market price  of
the  underlying  stock  on  the date of  grant,  no  compensation
expense is recognized.

   The fair value for these options was estimated at the date  of
grant  using  a  Black-Scholes  option  pricing  model  with  the
following  weighted-average assumptions for 2004, 2003 and  2002,
respectively:  risk-free interest rate of 3.2%,  4.0%  and  4.5%;
expected  volatility  factors  of  59.7%,  64.5%  and  72.4%  and
expected  lives  of  5.2,  5.0 and  4.4  years.   Dividend  yield
assumptions were 1.68%, 1.38% and 0.0% for 2004, 2003  and  2002,
respectively.  The weighted-average fair value of options granted
during  2004,  2003  and  2002 were $15.63,  $14.48  and  $16.31,
respectively.

   The Black-Scholes option valuation model was developed for use
in  estimating  the fair value of traded options, which  have  no
vesting  restrictions and are fully transferable.   In  addition,
option  valuation  models require the input of highly  subjective
assumptions including the expected stock price volatility.  As  a
result   of   the   Company's  employee  stock   options   having
characteristics  significantly different  from  those  of  traded
options,  and because changes in the subjective input assumptions
can  materially  affect the fair value estimate, in  management's
opinion,  the  existing  models  do  not  necessarily  provide  a
reliable  single measure of the fair value of its employee  stock
options.



   The  following table summarizes all stock option  transactions
from December 31, 2001 through December 31, 2004.
<TABLE>
<CAPTION>

                                                   Weighted-Average
                                        Shares      Exercise Price
<S>                                  <C>              <C>
 Outstanding at December  31, 2001      2,822,791      $17.28

 Granted                                   73,650      $24.33
 Exercised                                (97,952)     $ 9.75
 Forfeited                               (166,509)     $22.18
                                        ---------
 Outstanding at December  31, 2002      2,631,980      $17.44

 Granted                                  657,500      $23.33
 Exercised                               (316,216)     $11.68
 Forfeited                                (41,929)     $19.87
                                        ---------
 Outstanding at December  31, 2003      2,931,335      $19.36

 Granted                                  574,900      $32.97
 Exercised                               (398,113)     $12.97
 Forfeited                               (159,186)     $22.20
                                        ---------
 Outstanding at December  31, 2004      2,948,936      $22.71
                                        =========
</TABLE>

    The following table summarizes information concerning
currently outstanding and exercisable stock options at December
31, 2004:
<TABLE>
<CAPTION>
         Outstanding Stock Options              Exercisable Stock Options
                               Weighted
                                Average    Weighted               Weighted
                               Remaining   Average                Average
    Range of      Outstanding Contractual  Exercise  Exercisable  Exercise
 Exercise Prices    Shares       Life       Price      Shares      Price
<S>              <C>        <C>           <C>      <C>          <C>
$ 4.00 to $12.00    348,356  2.44 years    $11.25   348,356      $11.25
$12.01 to $24.00  1,325,540  6.50 years    $18.63   652,122      $24.55
$24.01 to $36.00  1,275,040  7.34 years    $30.09   502,709      $30.55
</TABLE>

Note J  - Benefit Plans

1.   401(k) Plan

   The  Company's 401(k) profit-sharing plan covers all non-union
employees,  subject to certain minimum age and length of  service
requirements   who   are   permitted  to   contribute   specified
percentages  of their salary up to the maximum permitted  by  the
Internal  Revenue  Service. The Company is obligated  to  make  a
matching  contribution  and may make an additional  discretionary
contribution,  as  defined.  Contributions to the  plan  for  the
years  ended  December 31, 2004, 2003 and 2002 were approximately
$395,000, $268,000 and $241,000, respectively.

2.   Deferred compensation plans

    The Kenneth Cole Productions, Inc. Deferred Compensation Plan
is  a non-qualified plan maintained primarily to provide deferred
compensation  benefits for a select group of "highly  compensated
employees."   During  2002,  the  Company  added  a  second  plan
expanding  the  definition of "highly compensated  employees"  to
include additional Company management.  The Company accounts  for
the  investments  in the deferred compensation plans  as  trading
securities in accordance with SFAS 115.

    In  2004,  2003  and 2002, the Company deposited  $1,516,000,
$247,000   and   $1,408,000,  respectively,   into   Supplemental
Executive  Retirement Plans ("SERP") for certain key  executives.
The  amounts  have been recorded in Deposits and  Sundry  in  the
accompanying Consolidated Balance Sheets.  These plans  are  non-
qualified  deferred compensation plans.  Benefits  payable  under
these  plans  are  based upon the performance of  the  individual
directed  investments  from  the  Company's  initial  and  future
contributions.   Benefits earned under  the  SERP  begin  vesting
after  3 years from issuance, and become 60% vested after 9 years
of service, 75% vested
upon the participant retiring at age 60 or later, and 100% vested
if  the  employee  dies  while in the Company's  employment.   In
addition, SERP participants are covered by life insurance through
a  portion  of  the Company's contribution.  The value  of  these
investments  at  December 31, 2004 and 2003 were  $5,206,000  and
$4,102,000,  respectively,  which the  Company  accounts  for  as
trading  securities in accordance with SFAS 115.  The  unrealized
gains  and  losses on the investments were recorded  in  Selling,
General   and   Administrative  Expenses  in   the   accompanying
Consolidated Statements of Income.  In addition, the Company  has
recorded  an  accumulated long-term vested benefit obligation  of
approximately $1,814,000 and $1,200,000 at December 31, 2004  and
2003,   respectively,  within  the  Deferred  Compensation  Plans
Liabilities  caption  in  the accompanying  Consolidated  Balance
Sheets.

3.   Employee Stock Purchase Plan

    During  2000,  the  Company established a qualified  employee
stock  purchase  plan  ("ESPP"), the terms  of  which  allow  for
qualified  employees (as defined) to participate in the  purchase
of  designated shares of the Company's Class A Common Stock at  a
price  equal  to  85% of the lower of the closing  price  at  the
beginning  or end of each quarterly stock purchase  period.   For
the  year  ended  December 31, 2004, 2003,  and  2002,  employees
purchased 8,941, 12,606, and 14,681 shares, respectively.   Total
shares purchased through December 31, 2004 were 62,954.

Note K  - Commitments and Contingencies

1.  Operating leases

      The  Company leases office, retail and warehouse facilities
under non-cancelable operating leases between 5 and 20 years with
options to renew at varying terms.  Future minimum lease payments
for  non-cancelable leases with initial terms of one year or more
consisted of the following at December 31, 2004:
<TABLE>
<CAPTION>
     <S>                                <C>
      2005                               $ 25,913,000
      2006                                 24,994,000
      2007                                 24,016,000
      2008                                 23,524,000
      2009                                 20,532,000
      Thereafter                           89,170,000
                                         ------------
      Total minimum cash payments        $208,149,000
                                         ============
</TABLE>

   In  addition, certain of these leases contain rent  escalation
provisions and require additional percentage rent payments to  be
made.  Step rent provisions and escalation clauses are taken into
account in computing the minimum lease payments recognized  on  a
straight-line basis over the minimum lease term.  The Company may
also   receive   capital  improvement  funding  from   landlords,
primarily  as  an incentive for the Company to lease  retail  and
outlet  store  space  from  the  landlords.   Such  amounts   are
amortized  as a reduction of rent expenses over the life  of  the
related lease.

  Rent expense is as follows:
<TABLE>
<CAPTION>
                              for  the years ended December 31,
                         2004             2003             2002
<S>                 <C>              <C>             <C>
Minimum Rent         $24,340,000      $23,173,000     $21,681,000
Contingent Rent
and other              7,530,000        7,995,000       7,381,000
                     -----------      -----------     -----------
Total Rent Expense   $31,870,000      $31,168,000     $29,062,000
                     ===========      ===========     ===========
</TABLE>


   Sub-tenants  rental  income  for  2004,  2003,  and  2002  was
$1,073,000,  $1,225,000,  and  $967,000,  respectively.    Future
minimum rental income from sub-tenants is $689,000 for both  2005
and   2006,   totaling  $1,378,000  in  minimum  cash   proceeds.
Future  minimum rental income from sub-tenants does  not  include
rent  escalation  and other charges that are subsequently  passed
through to the sub-tenant.

   In  April  2004,  the  Company entered into  an  agreement  to
purchase the office building that it is currently leasing for its
New  York  City  worldwide  headquarters  for  approximately  $24
million.   The closing date must occur by May 2006, the  specific
timing  to be determined by the parties, based on the ability  of
the  current landlord to satisfy certain terms and conditions  of
the agreement.

   In February 2004, the Company entered into a new 10-year lease
for   51,000  square  feet  in  Secaucus,  New  Jersey  for   its
administrative offices and completed the move in June 2004.   The
distribution facility moved to a third-party public warehouse and
distribution  center  in New Jersey.  In addition  to  these  two
leases, the Company also leases a 23,500 square foot facility  in
Secaucus  used  for outlet store space as well as  an  additional
distribution  warehousing  facility.  The  Company  also  has   a
technical  and  administrative office in  Florence,  Italy.   The
Company does not own or operate any manufacturing facilities.

      The Company leases space for all of its 51 specialty retail
stores  (aggregating approximately 231,000 square  feet)  and  36
outlet  stores  (aggregating approximately 179,000 square  feet).
Generally, the leases provide for an initial term of five to  ten
years  and  certain leases provide for renewal options permitting
the Company to extend the term thereafter.


2. Letters of credit

   At  December  31, 2004 and 2003, the Company was  contingently
liable  for approximately $91,000 and $2,237,000 of open  letters
of  credit, respectively. In addition, at December 31,  2004  and
2003,  the  Company  was  contingently liable  for  approximately
$6,576,000   and  $2,779,000  of  standby  letters   of   credit,
respectively.


3.  Concentrations

     In the normal course of business, the Company sells to major
department stores and specialty retailers and believes  that  its
broad  customer  base  will mitigate the  impact  that  financial
difficulties  of any such retailers might have on  the  Company's
operations.   The Company had no customer account for  more  than
10%  of  consolidated net sales for the years ended December  31,
2004, 2003, and 2002.

  The Company sources each of its product lines separately, based
on  the individual design, styling and quality specifications  of
such  products.   The  Company  primarily  sources  its  products
directly  or  indirectly through manufacturers in  Italy,  Spain,
Brazil, China and South Korea.  The Company attempts to limit the
concentration  with any one manufacturer.  However, approximately
21% and 32% of total handbag purchases came from one manufacturer
in  China  during  the years ended December 31,  2004  and  2003,
respectively.   Approximately 37% and 36%  of  Kenneth  Cole  and
Kenneth  Cole  Reaction men's footwear purchases  were  from  one
manufacturer  in Italy utilizing many different factories  during
the  years  ended  December  31,  2004  and  2003,  respectively.
Furthermore,  approximately 33% and 37% of Kenneth  Cole  ladies'
footwear was purchased from one manufacturer in Italy during  the
years  ended December 31, 2004 and 2003, respectively, while  58%
and  57% of Kenneth Cole Reaction ladies' footwear purchases were
sourced  through one manufacturer in Italy during the year  ended
December  31,  2004  and  December 31, 2003,  respectively.   The
Company   believes  it  has  alternative  manufacturing   sources
available  to meet its current and future production requirements
in   the   event  the  Company  is  required  to  change  current
manufacturers or current manufacturers are unavailable to fulfill
the Company's production needs.

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

  As of December 31, 2004, the Company did not have any employees
covered  under  a collective bargaining agreement  with  a  local
union.  As of December 31, 2003, the Company had approximately 6%
of  its employees covered under a collective bargaining agreement
with a local union.


 4.  Other

   On  September 20, 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 seeks  damages,  penalties,
restitution, reclassification and attorneys' fees and costs.  The
Company  denies  the allegations in the complaint  and  plans  to
defend the action vigorously.

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

Note L  - Shareholders' Equity

1.  Common stock

   Class A Common Shareholders are entitled to one vote for  each
share held of record and Class B Common Shareholders are entitled
to ten votes for each share held of record. Each share of Class B
Common  Stock  is convertible into one share of  Class  A  Common
Stock  at  the option of the Class B Shareholder.   The  Class  A
Common   Shareholders   vote  together  with   Class   B   Common
Shareholders  on  all  matters subject to  shareholder  approval,
except  that  Class A Common Shareholders vote  separately  as  a
class  to  elect  25% of the Board of Directors of  the  Company.
Shares  of  neither  class  of common stock  have  preemptive  or
cumulative voting rights.

2.  Preferred stock

   The  Company's  Certificate  of Incorporation  authorizes  the
issuance  of  1,000,000 shares of preferred stock. The  preferred
stock  may be issued from time to time as determined by the Board
of  Directors of the Company, without shareholder approval.  Such
preferred  stock  may  be issued in such  series  and  with  such
preferences,   conversion  or  other   rights,   voting   powers,
restrictions,  limitations  as  to dividends,  qualifications  or
other provisions, as may be fixed by the Board of Directors.


3.  Common Stock repurchase

     In December 2004, the Company repurchased 500,000 of its
shares from Liz Claiborne, Inc. at an aggregate price of $13.9
million, which were originally acquired by Liz Claiborne, Inc. in
connection with its licensing agreement with the Company.  In
December 2003, 2,888,400 shares were repurchased in the open
market at an aggregate price of $66,221,000 pursuant to the
Company's stock purchase plan, which provided for the repurchase
of up to 4,250,000 of shares of Class A common stock.  The
Company has 861,600 shares available for repurchase as of
December 31, 2004 under the repurchase plan.


Note M - 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.   Dilutive  securities,  which  include   stock
options,  are  determined  under the  treasury  stock  method  by
calculating  the  assumed proceeds available to repurchase  stock
using  the  weighted average shares outstanding for  the  period.
Stock  options amounting to 1,773,645, 3,130,384, and  3,106,308,
as  of December 31, 2004, 2003, and 2002, respectively, have been
excluded  from  the diluted per share calculations,  since  their
effect would be antidilutive.

       The  following  is an analysis of the differences  between
basic  and  diluted earnings per common share in accordance  with
Statement  of  Financial Accounting Standards No. 128,  "Earnings
Per Share".

<TABLE>
<CAPTION>
                              For the Year Ended December 31,
                              2004          2003         2002
<S>                           <C>         <C>         <C>
Weighted average common
   shares outstanding          20,050,000  19,609,000  19,643,000

Effect of dilutive securities:
   Stock options                  602,000     877,000     947,000
Weighted average common
   shares outstanding and      ----------  ----------  ----------
   common share equivalents    20,652,000  20,486,000  20,590,000
                               ==========  ==========  ==========
</TABLE>

Note N - Licensing Agreements

   In  May  2003,  the Company entered into an exclusive  license
agreement  with Candies, Inc. and its trademark holding  company,
IP  Holdings,  LLC,  ("Candies") to use the  Bongo  trademark  in
connection  with worldwide manufacture, sale and distribution  of
women's,  men's,  and children's footwear.  The  Chief  Executive
Officer  and Chairman of Candies is the brother of the  Company's
Chief  Executive Officer and Chairman.  The initial term  of  the
agreement  is  through December 31, 2007, with options  to  renew
through December 31, 2016 based upon the Company reaching certain
sales thresholds.  During these periods, the Company is obligated
to  pay Candies a percentage of net sales based upon the terms of
the agreement.  The Company recorded approximately $1,070,000 and
$632,000  in royalty and advertising expense to Candies  for  the
years   ended   December  31,  2004  and   December   31,   2003,
respectively.

      In  November  2004, the Company entered  into  a  licensing
agreement  with G-III Apparel Group, LTD ("G-III"), in connection
with  worldwide manufacturer, sale, and distribution  of  women's
and  men's outerwear.  The agreement commenced on January 1, 2005
and continues through December 31, 2008, with options to renew
based  on certain milestones to be met by G-III.  As part of  the
agreement,  the Company will earn royalties based on a percentage
of  G-III's net sales.  The Company will receive $3,000,000  over
the  term of the agreement, as consideration for the grant of the
license,   and  also  received  50,000  shares  of  its   G-III's
unregistered  stock,  with a value of $297,000  at  the  date  of
receipt.  The cash and stock consideration will be amortized over
the  entire term of the agreement as part of the royalty  stream.
In addition, the Company recorded the shares as an "available for
sale"  investment under SFAS 115, which is included  in  Deposits
and Sundry in the accompanying Consolidated Balance Sheet.


Note O  - Related Party Transactions

    In  2002,  the  Board  of  Directors  authorized  a  $600,000
contribution  payable  to  the  Kenneth  Cole  Productions,  Inc.
Foundation,  which  was  paid in June  2003.   The  Kenneth  Cole
Productions,  Inc.  Foundation is a not for  profit  organization
that fosters programs to aid primarily in the fields of arts  and
culture, education, and medical research.


Note P  - New Accounting and Tax Developments

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

  In  October 2004, Internal Revenue Code Section 965 was enacted
as  part  of the American Job Creation Act.  This is a  temporary
provision that allows U.S. companies to repatriate earnings  from
their  foreign  subsidiaries at a reduced tax rate provided  that
specified   conditions  and  restrictions  are   satisfied.    In
addition,  FASB  Staff Position FAS 109-2 was issued  to  provide
accounting  and disclosure evidence relating to the  repatriation
provision.  The Company believes the range of reasonably possible
amounts  of  unremitted  earnings that is  being  considered  for
repatriation,  as a result of this provision, is between  $7  and
$12  million.   The related reduction in income  tax  expense  is
expected to be $1 to $2.5 million.  The Company expects to  adopt
this repatriation plan in the second half of 2005.

Note Q- Quarterly Financial Data (Unaudited)

  Summarized  quarterly financial data for 2004 and  2003  appear
below (in thousands, except per share data):
<TABLE>
<CAPTION>
                              First      Second     Third     Fourth
                             Quarter    Quarter    Quarter    Quarter
<S>                         <C>        <C>        <C>        <C>
2004
Net sales                    $113,351   $103,720   $132,929   $123,438
Licensing revenue               9,026      9,337     11,784     12,616
Net revenues                  122,377    113,057    144,713    136,054
Gross profit                   52,468     51,374     63,624     63,918
Operating income               11,676     10,992     19,280     14,469
Net income                      7,393      7,027     12,158      9,274
Earnings per share basic     $   0.37   $   0.35   $   0.60   $   0.46
Earnings per share diluted   $   0.36   $   0.34   $   0.59   $   0.45
Dividends Declared           $   0.12   $   0.12   $   0.14   $   0.14

2003
Net sales                    $102,117   $ 88,096   $121,179   $118,709
Licensing revenue               8,007      8,832     10,887     10,526
Net revenues                  110,124     96,928    132,066    129,235
Gross profit                   47,582     43,991     57,624     60,699
Operating income                9,851      9,369     15,769     15,930
Net income                      6,359      6,060     10,034     10,146
Earnings per share basic     $   0.33   $   0.31   $   0.51   $   0.51
Earnings per share diluted   $   0.31   $   0.30   $   0.49   $   0.49
Dividends Declared                --         --    $  0.075   $   0.09
</TABLE>


                    Note R- Subsequent Event

     On  February  23,  2005, the Board of Directors  declared  a
quarterly  cash dividend of $.16 per share payable on  March  25,
2005  to shareholders of record at the close of business on March
9, 2005.


<PAGE>
                           Signatures

   Pursuant  to  the requirements of Section 13 or 15(d)  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.

                                   By /s/   KENNETH D.COLE
                                   Kenneth D. Cole
                                   Chief Executive Officer

                                   Date: March 4, 2005


Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed by the following  persons  on
behalf  of the Registrant and in the capacities and on the  dates
indicated.


     Signature               Title                   Date

/S/KENNETH D. COLE    Chief Executive Officer     March 4, 2005
   Kenneth D. Cole    and Chairman of the Board


/S/PAUL BLUM          President and Director      March 4, 2005
   Paul Blum

/S/DAVID P. EDELMAN   Chief Financial Officer     March 4, 2005
   David P. Edelman

/S/ROBERT C. GRAYSON  Director                    March 4, 2005
   Robert C. Grayson

/S/DENIS F. KELLY     Director                    March 4, 2005
   Denis F. Kelly

/S/PHILLIP B. MILLER  Director                    March 4, 2005
   Phillip B. Miller


<PAGE>
<TABLE>
                            Kenneth Cole Productions, Inc.
                                      Schedule II
                           Valuation and Qualifying Accounts
                 For the Years Ended December 31, 2004, 2003, and 2002
<CAPTION>
                               Balance at   Charged to                 Balance
                               Beginning    Costs and                  at End
Description                    of Period    Expenses    Deductions    of Period
<S>                           <C>          <C>        <C>         <C>
Year ended December 31, 2004
Allowance for doubtful
  accounts                     $  (475,000) $ (54,000) $  227,000  $  (302,000)
Reserve for returns and sales
  allowances                   $(9,425,000)              1,048,000 $(8,377,000)
                               ------------ ---------- ----------- ------------
                               $(9,900,000) $ (54,000) $ 1,275,000 $(8,679,000)
                               ============ ========== =========== ============
Year ended December 31, 2003
Allowance for doubtful
  accounts                     $  (475,000) $(262,000) $   262,000 $  (475,000)
Reserve for returns and sales
  allowances                   $(9,400,000)   (25,000)             $(9,425,000)
                               ------------ ---------- ----------- ------------
                               $(9,875,000) $(287,000) $   262,000 $(9,900,000)
                               ============ ========== =========== ============
Year ended December 31, 2002
Allowance for doubtful
  accounts                     $  (675,000) $(244,000) $   444,000 $  (475,000)
Reserve for returns and sales
 allowances                    $(9,165,000)  (235,000)             $(9,400,000)
                               ------------ ---------- ----------- ------------
                               $(9,840,000) $(479,000) $   444,000 $(9,875,000)
                               ============ ========== =========== ============
</TABLE>
<PAGE>


 Kenneth Cole Productions,
           Inc.
  Affiliate Group Members           location of
                                   incorporation

Cole Amsterdam, Inc.                  Delaware
Cole Amsterdam, B.V.                 Amsterdam
Cole Aspen, Inc.                      Colorado
Cole Broadway, Inc.                   New York
Cole Cabazon, Inc.                   California
Cole Carlsbad, Inc.                   Delaware
Cole Century City, Inc.              California
Cole Clinton, Inc.                  Connecticut
Cole Dawsonville, Inc.                Delaware
Cole Fashion Valley, Inc.             Delaware
Cole Forum, Inc.                      Delaware
Cole Garden State, Inc.               Delaware
Cole Georgetown, Inc.            District of Columbia
Cole Grand Central, Inc.              Delaware
Cole Grant, Inc.                      Delaware
Cole Las Vegas, Inc.                  Delaware
Cole Michigan Avenue, Inc.            Delaware
Cole New Orleans, Inc.                Delaware
Cole Newbury, Inc.                 Massachusetts
Cole Northpark, Inc.                   Texas
Cole Oakbrook, Inc.                  Delaware
Cole Phipps, Inc.                    Georgia
Cole Pike, Inc.                      Delaware
Cole Reading Outlet, Inc.          Pennsylvania
Cole Santa Monica, Inc.              Delaware
Cole Scottsdale, Inc.                Delaware
Cole SFC, LLC                        Delaware
Cole Short Hills, Inc.              New Jersey
Cole Somerset, Inc.                  Michigan
Cole South Beach, Inc.               Florida
Cole Stanford, Inc.                 California
Cole Tyson, Inc.                     Virginia
Cole Waikele, Inc.                   New York
Cole Westchester, Inc.               New York
K.C.P.L., Inc.                       Delaware
KCP Beneficiary Services,LLC         Delaware
KCP Trust, LLC                       Delaware
Kenneth Cole Canada, Inc.             Canada
Kenneth Cole Catalog, Inc.           Virginia
Kenneth Cole Gilroy, Inc.           California
Kenneth Cole Productions,(LIC), Inc.  Bahamas
Kenneth Cole Productions, Inc.       New York
Kenneth Cole Productions, LP         Delaware
Kenneth Cole Services(NY), Inc.      Delaware
Kenneth Cole Services, Inc.          Delaware
Kenneth Cole Trading, Inc.           Delaware
Kenneth Cole Woodbury, Inc.          New York
Kenneth Cole, Inc.                  New Jersey
Kenneth Productions, Inc.            Delaware
Kenth, Ltd.                         Hong Kong
Riviera Holding, LLC                 Delaware
South Side, LLC                      Delaware
Cole 57th. St., LLC                  Delaware

<PAGE>



 Exhibit 23.01


 CONSENT  OF  INDEPENDENT  REGISTERED   PUBLIC
 ACCOUNTING FIRM


 We  consent to the incorporation by reference
 in  Registration Statement (Form S-8 No.  33-
 92094)   pertaining  to  the   Kenneth   Cole
 Productions,  Inc.  1994 Stock  Option  Plan,
 Registration  Statement (Form  S-8  No.   33-
 31868)   pertaining  to  the   Kenneth   Cole
 Productions,  Inc.  Employee  Stock  Purchase
 Plan,  and  Registration Statement (Form  S-8
 No.   333-11901)  pertaining to  the  Kenneth
 Cole  Productions, Inc. 2004 Stock  Incentive
 Plan  of our reports dated February 23, 2005,
 with  respect  to the consolidated  financial
 statements  and  schedule  of  Kenneth   Cole
 Productions,  Inc., Kenneth Cole Productions,
 Inc.    management's   assessment   of    the
 effectiveness   of  internal   control   over
 financial reporting, and the effectiveness of
 internal control over financial reporting  of
 Kenneth  Cole Productions, Inc., included  in
 the  Annual Report (Form 10-K) for  the  year
 ended December 31, 2004.


                      /s/  Ernst & Young LLP


 New York, New York
 March 3, 2005


 <PAGE>


                                  Exhibit 31.1
                   CERTIFICATIONS PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 CERTIFICATION
 I, Kenneth D. Cole, certify that:
    1.   I have reviewed this annual report of
       Kenneth Cole Productions, Inc.;

 2.   Based on my knowledge, this 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 this
 report;
 3.   Based on my knowledge, the financial
 statements, and other financial information
 included in this 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 this 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 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 (the
 registrant's fourth fiscal quarter in the
 case of an annual report) that has materially
 affected, or is reasonably likely to
 materially affect, the registrant's internal
 control over financial reporting; and
               5.      The registrant's other certifying
                  officer and I have disclosed, based on our
                  most recent evaluation of internal control
                  over financial reporting, to the registrant's
                  auditors and the audit committee of
                  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: March 4, 2005
 <PAGE>


                                  Exhibit 31.1
                   CERTIFICATIONS PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 CERTIFICATION
 I, David P. Edelman, certify that:
    5.   I have reviewed this annual report of
       Kenneth Cole Productions, Inc.;

 6.   Based on my knowledge, this 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 this
 report;
 7.   Based on my knowledge, the financial
 statements, and other financial information
 included in this 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 this report;
 8.   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:
         e.   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 report is being prepared;

 f.   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;
 g.   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
 h.   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 (the
 registrant's fourth fiscal quarter in the
 case of an annual report) that has materially
 affected, or is reasonably likely to
 materially affect, the registrant's internal
 control over financial reporting; and
               5.      The registrant's other certifying
                  officer and I have disclosed, based on our
                  most recent evaluation of internal control
                  over financial reporting, to the registrant's
                  auditors and the audit committee of
                  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: March 4, 2005
<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  Annual  Report  of
 Kenneth    Cole   Productions,   Inc.    (the
 "Company") on Form 10-K for the period ending
 December   31,   2004  as  filed   with   the
 Securities  and  Exchange Commission  on  the
 date  hereof  (the "Report"), I,  Kenneth  D.
 Cole, Chairman and Chief Executive Officer of
 the Company, certify, pursuant to 18 U.S.C.
 1350,  as  adopted pursuant to 906  of  the
 Sarbanes-Oxley Act of 2002, that:
            (1) The Report fully complies with
 the requirements of Section 13(a) or 15(d) of
 the  Securities  Exchange  Act  of  1934,  as
 amended; and
            (2)  The information contained  in
 the  Report fairly presents, in all  material
 respects, the financial condition and results
 of operations of the Company.

 /s/ Kenneth D. Cole

 Kenneth D. Cole
 Chairman and Chief Executive Officer
 Kenneth Cole Productions, Inc.
 March 4, 2005

<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  Annual  Report  of
 Kenneth    Cole   Productions,   Inc.    (the
 "Company") on Form 10-K for the period ending
 December   31,   2004  as  filed   with   the
 Securities  and  Exchange Commission  on  the
 date  hereof  (the "Report"), I,  Stanley  A.
 Mayer,  Executive  Vice President  and  Chief
 Financial  Officer  of the Company,  certify,
 pursuant  to  18  U.S.C. 1350,  as  adopted
 pursuant  to  906 of the Sarbanes-Oxley  Act
 of 2002, that:
            (1) The Report fully complies with
 the requirements of Section 13(a) or 15(d) of
 the  Securities  Exchange  Act  of  1934,  as
 amended; and
            (2)  The information contained  in
 the  Report fairly presents, in all  material
 respects, the financial condition and results
 of operations of the Company.

 /s/ David P. Edelman

 David P. Edelman
 Chief Financial Officer
 Kenneth Cole Productions, Inc.
 March 4, 2005