<PAGE>
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form 10-K
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2000    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:

                                                     Name of Each Exchange
      Title of Each Class                            on Which Registered

 Class A common stock, par value $.01 per share     New York Stock Exchange

   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.   (X)

       Aggregate  market  value  of  the  voting  stock  held  by
nonaffiliates  of the registrant as of the close of  business  on
March 27, 2001: $235,475,920

      Number  of shares of Class A Common Stock, $.01 par  value,
outstanding as of the close of business on
March 27, 2001:  11,377,417

       Number of shares of Class B Common Stock, $.01 par  value,
outstanding as of the close of business on
March 27, 2001:  8,588,097

               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
April 29, 2001.
<PAGE>
                 Kenneth Cole Productions, Inc.
                        TABLE OF CONTENTS

                                                                        Page
                             PART I

Item  1    Business                                                          3

Item  2    Properties                                                       15

Item  3    Legal Proceedings                                                15

Item  4    Submission of Matters to a Vote of Security Holders              15

                             PART ll

Item  5    Market for Registrant's Common Equity and Related Shareholder
           Matters                                                          16

Item  6    Selected Financial Data                                          17

Item  7    Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                            18

Item 7A    Quantitative and Qualitative Disclosures about Market Risk       22

Item  8    Financial Statements and Supplementary Data                      22

Item  9    Changes in and Disagreements  with Accountants on Accounting and
           Financial Disclosure                                             22

                             PART lll

Item 10    Directors and Executive Officers of the Registrant               23

Item 11    Executive Compensation                                           23

Item 12    Security Ownership of Certain Beneficial Owners and Management   23

Item 13    Certain Relationships and Related Transactions                   23

                             PART lV

Item 14    Exhibits, Financial Statement Schedules and Reports on Form 8-K  24
<PAGE>

Item 1.   Business

Important Factors Relating to Forward Looking Statements

   The  Private  Securities Litigation Reform Act  of  1995  (the
"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, "Year  2000"  issues,
future  licensee sales growth, store expansion and openings,  and
the  introduction  of  the  Euro are  forward-looking  statements
within the meaning of the 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.    There   can  be  no  assurance,   however,   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  is
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, Reaction
Kenneth  Cole  and Unlisted brand names.  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 basics 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 4,100 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  an on-line store.  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 that the diversity of its Company's 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
selectively. The Company, through licensing agreements, offers  a
lifestyle   collection  of  men's  product  categories  including
tailored    clothing,   dress   shirts,   sportswear,   neckwear,
briefcases,  portfolios,  jewelry,  belts,  leather  and   fabric
outerwear,   sunglasses,  optical  eyewear,   watches,   luggage,
hosiery,  underwear, robes, loungewear and small  leather  goods.
During  1999,  the  Company  entered  into  a  major  multi-brand
initiative  to  launch women's apparel and began selling  Kenneth
Cole  New  York  sportswear during the Fall  2000  season.  Other
women's  product  categories currently  being  sold  pursuant  to
license  agreements include small leather goods,  belts,  scarves
and  wraps,  hosiery,  leather and fabric outerwear,  sunglasses,
optical eyewear, watches, jewelry and luggage.



Business Growth Strategies

   The  Company's  strategy  is to continue  to  build  upon  the
strength of its lifestyle brand franchise, which is comprised  of
three  well-differentiated and distinct brands: Kenneth Cole  New
York, Reaction Kenneth Cole and Unlisted.  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
three 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 three brands at wholesale, promoting even
greater  growth  capability for each in  the  future.  This  will
facilitate  the  broadening  of product  offerings,  attract  new
customers  and  further enables the Company to  address  a  wider
variety   of  customers'  needs  domestically  and  abroad.    By
combining  retail  and  wholesale  merchandising  functions,  the
Company  is  in  a better position to respond quickly  to  market
changes  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  women's
Kenneth  Cole New York and Reaction Kenneth Cole branded footwear
business' in a difficult and challenging environment.

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

   The  Company continues to pursue opportunities to  expand  its
retail  store operations.  As of December 31, 2000,  the  Company
operated  69 specialty retail and outlet stores as compared  with
61  stores as of December 31, 1999. The Company plans to open  or
expand  approximately  7 to 12 stores in 2001,  expanding  retail
square  footage  by approximately 20% to 25%.   This  anticipated
expansion includes outlet stores, which provide opportunities for
the Company to sell excess and out-of-season merchandise, thereby
reducing  the need to sell such merchandise through  its  regular
off-price  channels  of  distribution or to  discounters  at  low
prices.   To  accommodate  the  Company's  diversity  of  product
offerings,  larger format stores were introduced  in  late  1998.
During  1999  and 2000, the Company opened several larger  format
stores  and  anticipates similar openings  in  the  future.   The
Company  believes that these larger format stores  will  generate
increased sales and profitability as this new retail model allows
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.  In addition, the  Company  expects  to
realize  certain economies in several selling and  administrative
expense areas.

   The  Company  continues to invest in the  enhancement,  visual
presentation and development of its websites to capitalize on the
growth  of  the Internet and emerging technologies.  The  Company
believes that e-commerce will be a meaningful contributor in  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  supporting causes the Company believes are important  to
its   customers.  The  Company  has  strengths  in  its  existing
capabilities  in  customer service, including multiple  toll-free
telemarketing lines, merchandising, catalog, fulfillment  and  e-
commerce.   Accordingly, the Company believes it has a  strategic
advantage  over  those  just  beginning  to  develop  an  on-line
commerce presence.

   In  addition  to  seasonal  image  campaigns  via  traditional
advertising  media,  the  Internet has  enabled  the  Company  to
communicate  directly with its customers and 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
consumers 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/International.  The growing strength of the Company's
three  brands, Kenneth Cole New York, Reaction Kenneth  Cole  and
Unlisted,  provides opportunities, through licensing  agreements,
to  expand  into  new  product categories  and  broaden  existing
distribution channels.  Licensed product sales continued to  grow
and  represent about half of the Company's brand sales at retail.
Many of the existing licensee businesses are still relatively new
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.  Within these  strategic  parameters  the
Company  began  a major multi-brand initiative and  launched  the
Company  into  the  women's  apparel market  under  an  exclusive
womenswear license agreement with Liz Claiborne, Inc.  During the
Fall   2000  season  Liz  Claiborne,  Inc.  presented  its  first
collection  of  Kenneth  Cole New York  contemporary  sportswear.
Under  the  agreement, Liz Claiborne Inc.  will  also  produce  a
women's sportswear line under the Reaction Kenneth Cole brand for
the  Fall 2001 season and subsequently launch a junior line under
the  Unlisted brand expected in 2002.  The Company believes  that
women's  apparel  will  grow into its  largest  licensee  product
classification and will further define and enhance the  Company's
brands,  improving  its  ability  to  deliver  exactly  what  the
Company's customer seeks.  The Company has also entered  into  an
agreement to produce fragrances worldwide with a division of LVMH
Mo,t  Hennessy Louis Vuitton that it believes will bring  greater
consumer   acceptance  to  its  brands  both   domestically   and
internationally.   The first product launch  is  expected  during
Fall 2002.

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

Products

   The Company markets its products principally under its Kenneth
Cole  New  York, Reaction Kenneth Cole and Unlisted brand  names;
each  brand  is  targeted to appeal to different  consumers.  The
Company  believes that the Kenneth Cole brand name has  developed
into  a  true  aspirational lifestyle brand,  and  while  it  has
similar designer cache as other international designer brands, it
has value credibility most do not.

  Kenneth Cole New York

   Kenneth Cole New York products are generally 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 as a fashion authority for sophisticated urban  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 a core resource for better  department
and  specialty  stores, continuing to provide significant  growth
opportunities.   The  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 the name through brand extensions (e.g.,
Kenneth  Cole  Collection), in-store shops and the  licensing  of
many new product categories.

  Kenneth Cole New York men's footwear, primarily manufactured in
Italy,  is designed as contemporary, comfortable fashion footwear
and  is sold to the bridge-designer market at retail price points
ranging  from $145 to $190.  As versatile as it is sophisticated,
Kenneth Cole New York men's footwear may be worn to work,  for  a
special occasion or on weekends with casual clothes.

   Kenneth Cole New York women's footwear, primarily manufactured
in  Italy,  includes sophisticated and elegant dress, casual  and
special  occasion (e.g., bridal) footwear that  is  sold  to  the
bridge-designer market at retail price points ranging  from  $125
to  $180.  Women's footwear is generally constructed with leather
soles and linings and fabric uppers.

   Kenneth Cole New York handbags are sleek designer bags offered
at  affordable prices, generally made of quality leathers and are
sold to the bridge-designer market at retail price points ranging
from  $110  to  $250.  Certain updated styles offer the  customer
high   fashion   day  bags,  while  evening  bags   make   strong
sophisticated statements in satins and updated silhouettes.
     Reaction Kenneth Cole

   Reaction  Kenneth  Cole  consists  of  a  variety  of  product
classifications  which address the growing trend toward  flexible
lifestyle  dressing.  Originally introduced as a comfort-oriented
casual  line,  Reaction  Kenneth Cole now  includes  more  dressy
styles.   Reaction Kenneth Cole women's footwear is designed  for
the workplace as well as outside the office, with an emphasis  on
comfort,  contemporary  styling and value.   It  is  targeted  to
compete  in  the  largest single category  of  footwear  sold  in
department  stores, women's "better" casual, and the majority  of
the line retails in the $60 to $90 price range.  Reaction Kenneth
Cole  men's  footwear 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 in  the  $100  to  $135
price range.

    Reaction   Kenneth   Cole  handbags  are   designed   to   be
multifunctional with a contemporary look and are  primarily  made
of  non-leather technical fabrications, such as nylon, microfiber
and  canvas.  Reaction Kenneth Cole Reaction handbags,  including
Essentials, Itemize and the Reactive collections, are one of  the
fastest growing product classifications and have been created  to
meet  the  varying needs of the Company's customers.   This  line
generally retails at price points ranging from $40 to $70.

    Reaction   Kenneth   Cole  children's   footwear,   primarily
manufactured  in Brazil, includes dress and casual footwear  sold
at  price points ranging from $30 to $60 and is targeted to  boys
and  girls ages 6 to 12 who are making more of their own  fashion
choices  than  ever  before.   The  Company  believes  that   the
expansion into 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 has led the Company to  introduce
Reaction  Kenneth  Cole toddler footwear which has  retail  price
points   around  $50.   This  addition  is  expected  to  further
penetrate  the  children's marketplace and enhance the  lifestyle
component of Kenneth Cole.

  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 approximately 60 styles of women's  casual
and  dress shoes per season accompanied by a selection of handbag
styles.

   Unlisted  footwear provides the junior 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  $65.
During 1999, the Company launched Unlisted men's footwear and  is
exploring  distribution  channels  and  licensing  agreements  to
expand  this brand further.  The line includes casual and evening
assortments  with a variety of fashion styles to  compliment  the
selection  of  approximately 50 styles per season.  The  Unlisted
men's  footwear  is expected to appeal to a broader  young  men's
market  with shoes that range at retail price points from $60  to
$90.

   Unlisted handbags are designed for the younger price-conscious
trend-driven consumer and consist of trendy bags in vinyl,  straw
and  other exciting fabrics.  Unlisted handbags generally  retail
at price points ranging from $30 to $50.

Business Segments

    The   Company  primarily  distributes  its  products  through
Wholesale  and  its  own  Consumer Direct distribution  channels.
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,
           <S>                     <C>         <C>         <C>
                                    2000        1999        1998
           Wholesale                 58%         60%         66%
           Consumer Direct           37          35          30
           Licensing/International    5           5           4
                                    ----        ----        ----
           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's  products are distributed to  more  than  1,400
wholesale accounts for sale in more than 4,100 store locations in
the  United  States. The Company markets its branded products  to
major  department stores and chains, such as the department store
divisions   of  Dayton  Hudson  Corporation,  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   Canada,  Mexico,  Hong  Kong,  Japan,   Taiwan,   the
Philippines and Singapore.

  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  also are 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  incur
any  costs  related  to  importing, shipping  or  warehousing  of
inventory, all of which are borne by the customer.

Consumer Direct Operations

   Retail Operations

   The  Company  continues  to  pursue several  opportunities  to
enhance and expand its retail operations.  At December 31,  2000,
the  Company  operated 45 specialty retail stores and  24  outlet
stores under the Kenneth Cole New York name.

    The   Company's  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 retail stores
enable  the Company to reach consumers who prefer the environment
of  a specialty store. In addition to its Kenneth Cole stores and
the  success  of  Reaction at wholesale,  the  Company  plans  on
testing  its  first Reaction stand-alone store in New  York  City
during  the  second  half of 2001 to further enhance  its  growth
opportunities.  Approximately 20% to 25% of the Company's  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 four retail  stores  in
2000,  and  plans to open or expand four to eight new  stores  in
2001.

   At  December 31, 2000,  the Company operated 24 outlet stores.
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. 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  five outlet stores and plans to open  or  expand
three to five stores in 2001.

   The  success  of  the Company's new and existing  stores  will
depend  on  various  factors,  including  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, 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 Reaction  Kenneth  Cole  branded
products.  Catalog order-taking and fulfillment  for  accessories
and apparel used to be performed by a third party service located
in  Virginia.  During the latter half of 2000, the Company  began
both  order-taking and the fulfillment of footwear, handbags  and
most  of  licensee product classifications from its  distribution
center in New Jersey.  This has enabled the Company to react more
quickly  to  consumer demand, improve distribution  response  and
manage its inventory.

  The Company maintains websites to provide information regarding
the Company and its products, as well as to develop an e-commerce
business.   In  2000, the Company improved its  e-commerce  sites
Kennethcole.com,   Reactiononline.com,   and    Unlisted.com,   a
marketing site without e-commerce, targeting younger Generation Y
(ages  12  to  24) consumers.  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.

Licensing/International

  Licensing

   The  Company  views its licensing agreements as a  vehicle  to
serve  its  customers better by extending its product  offerings,
allowing  more  of its 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, Reaction Kenneth  Cole
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.

  In 2000, the Company captured significant shelf space in better
department stores for its men's apparel collection as it  further
rolled  out tailored clothing, men's sportswear and dress shirts.
This was 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.   Through  its licensing agreement  with  Liz  Claiborne
Inc., the Company launched Kenneth Cole women's sportswear during
Fall  2000.  This debut into women's fashion will be followed  by
the  launch of Reaction Kenneth Cole in Spring 2001, followed  by
Unlisted  expected  in  Fall  2002.   The  Company  believes  the
addition of womenswear will further define and differentiate  its
brands, enabling the Company to better meet its customer's  needs
and lifestyle.






The  following  table summarizes the Company's  licensed  product
categories:

                                 Kenneth Cole     Reaction
Product Category                   New York     Kenneth Cole    Unlisted

Men's Tailored Clothing               X              X
Men's Sportswear                      X              X
Men's Neckwear                        X              X
Men's Underwear, Robes, Loungewear    X              X
Men's Dress Shirts                    X              X
Men's Leather & Fabric Outerwear      X              X
Men's Small Leather Goods             X              X              X
Women's Sportswear                    X              X              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 Hosiery                 X              X
Men's/Women's Belts                   X              X
Men's/Women's Jewelry                 X              X
Men's/Women's Watches                 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
Kid's Leather & Fabric Outerwear                     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

   The  Company  sells  its  products  through  distributors  and
licensees to wholesale customers and direct retailers in  markets
including   Canada,  Mexico,  Hong  Kong,  Japan,   Taiwan,   the
Philippines  and  Singapore. The Company  plans  to  continue  to
expand  its  international licensing programs and presence  as  a
means  of  developing  a truly global brand.   The  Company  also
operates one retail store in the Netherlands.

   The  Company  has licensing agreements presently with  Dickson
Concepts,  Ltd. ("Dickson") to retail Kenneth Cole New  York  and
Reaction   Kenneth  Cole  branded  products  through  established
freestanding stores in Hong Kong, Taiwan and Singapore.   Dickson
presently operates five freestanding stores in these countries as
well as several shop-in-shops.  Each store carries a selection of
merchandise, which is also available in the Kenneth Cole domestic
retail  stores.   In  the Spring of 2000,  men's  sportswear  was
introduced  in the Hong Kong and Singapore stores for  the  first
time.   The  Company  is anticipating the opening  of  additional
stores in Hong Kong, Singapore and Taiwan and is also planning to
expand  the  size  of  the  existing stores  to  accommodate  the
expanded product class.

   During 1998, the Company entered into an agreement with  Store
Specialists, Inc. (Rustan's Department Store) to sell the Kenneth
Cole  New York and Reaction Kenneth Cole products throughout  the
Philippines  in  leased  shop-in-shop  environments  as  well  as
freestanding stores.  In late 2000, the Company opened its second
freestanding store at Rockwell Center in Makati.

   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.   During 2000, the Company opened a street front shop-in-
shop  at  the Eaton's Center store in Toronto and in  the  Spring
2001  is  planning to launch women's sportswear in Canada through
the Company's licensee, Liz Claiborne, Inc.

   The  Company also signed international distributor  agreements
for  the  wholesaling of optical eyewear and watches,  which  are
currently  available in the United Kingdom,  Mexico,  Canada  and
Scandinavia.   During  2001,  a  licensing  agreement  for  Latin
America  was  executed.  This agreement covers Latin America  and
the  Caribbean,  with  the  exception of  Brazil,  Argentina  and
Uruguay.   The  relationship will allow for the establishment  of
flagship   stores   in   key  countries  and   approximately   25
freestanding stores as well as a wholesale distribution  of  most
key product classifications throughout the region.


   During  March 2001, the Company announced a license  agreement
with  LVMH  Mo,t Hennessy Louis Vuitton's Perfumes and  Cosmetics
Group's  Parfums  Givenchy, Inc. ("LVMH"),  the  world's  leading
luxury  products group, to create, distribute, and market Kenneth
Cole  Fragrance  and body products.  Drawing upon Kenneth  Cole's
creative  strength,  the Company's established  brands,  and  the
resources  of  LVMH, Parfums Givenchy, Inc. will orchestrate  the
global development, marketing and distribution of several Kenneth
Cole  Fragrances  worldwide.  Plans include the  launch  of  both
men's  and  women's fragrance lines for Kenneth  Cole  New  York,
Reaction Kenneth Cole and Unlisted brands.  The first is expected
for the Fall 2002 season.

Design

  Kenneth D. Cole, Chief Executive Officer and President, founded
the  Company  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  work together with Mr. Cole to create designs  that
they  believe  fits  the  Company's image,  reflects  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 three 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  and  sources its branded and private  label  products
directly  or indirectly through independently owned manufacturers
in  Italy,  Spain,  Brazil, India, China and Korea.  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.  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
40% and 58% of the dollar value of total handbag purchases by the
Company  were sourced through one agent utilizing many  different
factories  in China in 2000 and 1999, respectively.  In addition,
41%  and  43%  of men's footwear was produced by one manufacturer
utilizing several different factories in Italy in 2000 and  1999,
respectively.    These  manufacturers,  however,  subcontract   a
significant  portion of such purchases to ensure  the  consistent
and  timely  delivery of quality products.  The  Company  is  the
largest customer 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. 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. Once  an  order  has  been
placed,  the  manufacturing and delivery time ranges  from  three
weeks  to  four  months depending on whether it is  currently  in
production  or a new product. 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 when needed.

Advertising and Marketing

   The  Company believes that advertising to promote and  enhance
the Kenneth Cole New York and Reaction Kenneth Cole 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, Vanity Fair,  Details,  GQ,
Glamour  and Marie Claire, newspapers, and outdoor and electronic
advertising media. All 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  also
further enhance the Company's brand awareness.

   The  Company  utilizes  its in-house  advertising  and  public
relations staff for all media placement, which includes  approval
of  all  advertising campaigns from its licensees.  By  retaining
control  over its advertising and marketing programs, the Company
has  been  able  to  maintain the integrity of its  brands  while
realizing substantial cost savings when compared to outsourcing.

   The  Company  has  committed additional  funding  towards  the
marketing   of  the  Unlisted  brand.   The  marketing  campaign,
beginning  for the Fall 2001 season, will see the return  of  co-
branding,  replacing Unlisted.com with "Unlisted, A Kenneth  Cole
Production."   The  Company believes the  campaign  will  further
distinguish  the  integrity of the brand, while  maintaining  the
Kenneth  Cole association.  The focus of this association  is  to
emphasize  the Kenneth Cole lifestyle and appeal to  the  fashion
conscious younger consumer.

   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
consumer  catalogs which feature a variety of  Kenneth  Cole  New
York  and Reaction Kenneth Cole branded products marketed by  the
Company  and its licensees. In addition, the Company  has,  on  a
limited  basis,  worked  with customers  to  develop  distinctive
catalogs that market the Company's products and to develop  point
of  sale displays. Because all this work is done internally,  the
Company believes that there is a singular focus, a strong synergy
and a consistency in all communications.

   An  important  developing aspect of  the  Company's  marketing
efforts  is  the  creation  of  shop-in-shops,  where  an  entire
collection  of the Company's branded products is featured,  along
with   focus   areas,  where  specific  product  categories   are
highlighted.   These  shop-in-shops and  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.  In addition,
the  Company  believes that these shop-in-shops and  focus  areas
encourage  longer-term commitment by retailers to  the  Company's
products and enhance 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  either the Company's distribution  facilities
located in Secaucus, New Jersey or a public warehouse located  in
California.  The  Company utilizes fully  integrated  information
systems  and  bar  code  technology to  facilitate  the  receipt,
processing  and distribution of product through both distribution
facilities.   The  products  are then shipped  to  the  Company's
wholesale  customers  either in bulk  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  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  SKUs  in smaller quantities  will  ultimately
reduce the incidence of markdowns and allowances.

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.   During  1999,  the  Company  replaced  its  wholesale
distribution  and  financial systems with  newer  technologically
advanced  systems that offer greater functionality  and  enhanced
reporting.   The  Company  also  utilizes  an  EDI  system  which
provides  a  computer link between the Company and  many  of  its
wholesale  customers that enables the Company to receive  on-line
orders  and to accumulate sales information on its products.  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 uses point-of-sale registers to capture  sales  data
and track inventories.

   The Company regularly evaluates the adequacy of its management
information  systems  and upgrades such systems  to  support  its
growth.   However, the Company's failure 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,  K.C.P.L.,
Inc.,  owns  federal  registrations for its principal  trademarks
Kenneth  Cole,  Kenneth  Cole New York,  Reaction  Kenneth  Cole,
Kenneth  Cole  Reaction, Reaction, Kenneth  Cole  Collection  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 pending federal
applications in the United States Patent and Trademark office for
trademarks  and  service marks, including Unlisted,  Unlisted.com
and   several   ancillary  trademarks.   Moreover,  the   Company
continues  to  expand its current international registrations  in
numerous countries in Asia, Central and South America, the Middle
East  and  Europe.  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 trademarks against infringements.

Competition

   Competition in the footwear and handbags industries is intense
and is 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  the
consumer 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  and
the  imposition  of additional regulations relating  to  imports,
including  quotas, duties or taxes and other charges on  imports.
While these factors have not had a material adverse impact on the
Company's operations to date, there can be no assurance that they
will  not  have  a  material  adverse  affect  on  the  Company's
operations in the future.

   In order to reduce the risk of exchange rate fluctuations, the
Company  routinely  enters  into forward  exchange  contracts  to
protect  the  future purchase price of inventory  denominated  in
foreign currencies. These forward 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 affect on the Company's operations
and  its  ability to import its products at the Company's 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  ranging
from approximately 6% to 37.5%, depending on the product 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.

  A significant portion of the Company's products is manufactured
in  and  imported from China.  The Company's operations  and  its
ability  to  import products from China at current tariff  levels
could  be materially and adversely affected if the ''most favored
nation''  status granted to China by the United States government
for  trade and tariff purposes is terminated. As a result of such
status,  products  imported by the Company from  China  currently
receive  the  lower tariff rates made available to  most  of  the
United States' major trading partners.  In 2000, the U.S. enacted
a  bill  granting China "permanent normal trade relations" status
which  will  take  effect  upon China  joining  the  World  Trade
Organization ("WTO").  In the event that China does not join  the
WTO  or  if  for some other reason China's trade status  were  to
change,   tariff  levels  on  imports  from  China   could   rise
significantly, which could have a material adverse effect on  the
Company's  results of operations. However, the  Company  believes
that  it  would be able to shift production of certain  goods  to
other  countries  on a cost effective basis and  to  continue  to
produce in China those goods subject to lower tariff rates.

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,  certain of which are under common  ownership.
In  2000  and  1999, the Company had no customer or  group  under
common  ownership  account  for  more  than  10%  of  sales.  The
Company's  ten largest customers represented 43.7% and  40.1%  of
the Company's net sales for the years ended December 31, 2000 and
1999,  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  $55.8
million and $58.6 million, at February 24, 2001 and February  26,
2000, 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,  2000,  the Company had  approximately  1800
employees,  220 of whom are covered under a collective bargaining
agreement  with  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 Company considers its relationships with its employees
to  be satisfactory.  The collective bargaining agreement expires
in  April  2004.  While the Company believes it will be  able  to
renew the agreement with similar terms and conditions, there  can
be  no  assurance a new agreement will be reached and failure  to
reach a new collective bargaining agreement could have a material
effect on the Company.

Directors and Executive Officers

Name                Age   Present Position

Kenneth D. Cole     47    President and Chief Executive Officer
Paul Blum           41    Executive Vice President and Chief Operating Officer
Stanley A. Mayer    53    Executive Vice President and Chief Financial Officer
Jaryn Bloom         36    Senior Vice President-Consumer Direct
Susan Hudson        41    Senior Vice President-Wholesale
Robert Grayson      56    Director
Denis F. Kelly      51    Director
Philip B. Miller    63    Director

   Kenneth  D. Cole has served as the Company's President,  Chief
Executive Officer and a Director since its inception in 1982. 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 Candie's women's shoes. Mr. Cole is on
the  Boards  of  Directors of the American  Foundation  for  AIDS
Research  (''AmFAR'')  and  H.E.L.P.,  a  New  York  agency  that
provides  temporary housing for the homeless.  In  addition,  Mr.
Cole  is  a  Director and President of each of the  wholly  owned
subsidiaries of the Company.

   Paul Blum has served as Chief Operating Officer and a Director
since  February 1998. Prior 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 in 1990 by the Company.

   Stanley A. Mayer has served as Executive Vice President, Chief
Financial  Officer, Treasurer, Secretary and a  Director  of  the
Company  since March 1988. From 1986 until joining  the  Company,
Mr.  Mayer  held  the  position  of  Vice  President-Finance  and
Administration  of  Swatch Watch USA,  Inc.  Mr.  Mayer  was  the
Controller  of  the  Ralph Lauren and Karl  Lagerfeld  womenswear
divisions  of  Bidermann Industries, USA, Inc.  from  1979  until
1986.  In addition, Mr. Mayer is an officer of each of the wholly
owned subsidiaries of the Company.

    Jaryn  Bloom has served as Senior Vice President of  Consumer
Direct  since  September 1997.  Prior, she served  as  Divisional
President-Retail   and   in   various   roles   with   increasing
responsibility since joining the Company in 1986.

    Susan  Q.  Hudson  has  served as  Senior  Vice  President  -
Wholesale  since  February 1998.  Prior,  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.

   Robert  C.  Grayson  is  President  of  Robert  C.  Grayson  &
Associates,   Inc.   and   Vice  Chairman  of   Berglass-Grayson,
consulting  firms.   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.



   Denis  F. Kelly is a Financial Consultant.  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 was appointed to serve on the Company's Board
of  Directors on March 23, 2000.  Mr. Miller  is Chairman of Saks
Fifth  Avenue, an upscale specialty retailer, and serves  as  Co-
Chairman  of Saks Direct, a subsidiary comprising e-commerce  and
direct mail businesses.  Mr. Miller served as Chairman and  Chief
Executive Officer at Saks Fifth Avenue from 1993 to January 2000.
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.  Mr. Miller  serves  as
Senior  Vice  Chairman  of the Board of Directors  of  Lighthouse
International and also serves on the Board of Directors  of  Saks
Incorporated, the Metropolitan Opera Guild of New  York  and  the
New York Botanical Gardens.

Item 2.   Properties

   During  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.  The 15-year lease that expires on May
31,  2015 gives the Company approximately 126,000 square feet  of
office space over the next three years allowing it to consolidate
various  satellite  office  spaces  into  a  worldwide  corporate
headquarters.    The  Company  currently  occupies  approximately
66,000  square feet.  The lease for the former executive  offices
and showrooms, expires in December 2006 and is currently under  a
subtenant lease agreement on terms favorable to the Company.

    The   Company's   administrative  offices  and   distribution
facilities are located in Secaucus, New Jersey under  leases that
expire  in June 2002.  The main facility comprises 244,000 square
feet,  of  which  approximately 30,000 square feet  is  used  for
administrative  offices. In March 2000,  the  Company  leased  an
additional  77,000 square feet to expand its current distribution
capacity.   The  lease  expires  simultaneously  with  the  other
distribution  facility  located  in  Secaucus,  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 utilizes a public warehouse on the west  coast  and
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 45 full price  retail
stores  (aggregating approximately 170,000 square  feet)  and  24
outlet  stores  (aggregating approximately 90,000  square  feet).
Generally, the leases provide for an initial term of five to  ten
years, with renewal options permitting the Company to extend  the
term thereafter.

Item 3.   Legal Proceedings

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

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

  None.

                             PART II


Item  5.    Market  for  Registrant's Common Equity  and  Related
Shareholder Matters

   The  Company's  Class  A Common Stock  is  listed  and  traded
(trading symbol KCP) on the New York Stock Exchange ("NYSE").  On
March  27,  2001  the closing sale price for the Class  A  Common
Stock was $25.25. The following table sets forth the high and low
sale  prices  for  the Class A Common Stock  for  each  quarterly
period  for  1999  and  2000 (adjusted  to  give  effect  to  the
Company's three-for-two Common Stock split on March 6, 2000),  as
reported on the NYSE Composite Tape:


     1999:                          High           Low

First Quarter                      17.58          12.21
Second Quarter                     22.67          17.33
Third Quarter                      25.29          18.58
Fourth Quarter                     33.00          23.71


     2000:                          High           Low

First Quarter                       40.88         22.08
Second Quarter                      45.63         33.25
Third Quarter                       48.19         34.94
Fourth Quarter                      48.00         34.63

   The  number  of shareholders of record of the Class  A  Common
Stock on March 27, 2001 was 58.

   There  are  four holders  of record of the Company's  Class  B
Common Stock on March 27, 2001.

   On February 23, 2000, The Board of Directors declared a three-
for-two  stock  split  to be effected in  the  form  of  a  stock
dividend.   As  a result of an insufficient number of  additional
authorized shares of Class B Common Stock required to  be  issued
in  order to effectuate the Company's three-for-two stock  split,
on  March  6, 2000 the holders of record of Class B Common  Stock
were issued 28,927 shares of Series A Convertible Preferred stock
in  lieu of shares of Class B Common Stock.  Each share of Series
A  Convertible Preferred stock is automatically convertible  into
100 shares of Class B Common Stock upon the due authorization  of
a  sufficient  number  of Class B Common  stock  to  permit  such
conversion.  Accordingly, on May 25, 2000, the Board of Directors
approved a resolution to increase the number of shares of Class B
Common  stock  from  6.0  million to 9.0 million  to  permit  the
conversion, thereby providing the holders of Series A Convertible
Preferred  stock  with the shares of Class B  Common  Stock  that
should have been issued to them pursuant to the stock split.   As
a  result,  all  28,927 shares of Series A Convertible  Preferred
Stock  were  converted into 2,892,699 shares of  Class  B  Common
Stock.   There  is no established public trading market  for  the
Company's Series A Convertible Preferred Stock or Class B  Common
Stock.

   On  August  13,  1999 the Board of Directors  of  the  Company
authorized  management  to repurchase,  from  time  to  time,  an
additional  1,500,000 shares up to an aggregate 2,250,000  shares
of  the Company's Class A Common Stock.  As of December 31, 2000,
1,506,700  shares  were  repurchased in the  open  market  at  an
aggregate  price  of  $34,771,000 which  have  been  recorded  as
treasury  stock.  During 2001, an additional 2,000,000 shares  of
Class   A   Common  Stock  were  authorized  to  be  repurchased.
Subsequent to December 31, 2000, 607,000 shares of Class A Common
Stock were repurchased.

Dividend Policy

   The  Company  intends to retain its earnings  to  finance  the
development,  expansion  and growth  of  its  existing  business.
Accordingly,  the  Company  does  not  anticipate   paying   cash
dividends on its Class A Common Stock in the foreseeable  future.
The payment of any future dividends will be at the discretion  of
the  Company's  Board of Directors and will  depend  upon,  among
other  things, future earnings, operations, capital requirements,
the  financial  condition  of the Company  and  general  business
conditions.

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.  All earnings per
share  and shares outstanding amounts have been adjusted to  give
effect to the Company's three-for-two Common Stock split on March
6, 2000.
<TABLE>
<CAPTION>
                                         Year Ended December 31,
                              2000       1999       1998       1997      1996
                               (dollars in thousands, except share data)
<S>                       <C>       <C>        <C>        <C>        <C>
Income Statement Data:
Net sales                   $384,713   $296,473   $220,405   $185,278   $148,258
Licensing revenue             21,619     14,955      8,357      6,028      3,575
Net revenue                  406,332    311,428    228,762    191,306    151,833
Cost of goods sold           217,046    169,976    130,027    112,183     86,919
Gross profit                 189,286    141,452     98,735     79,123     64,914
Selling and general administrative
 expenses (1)(2)             128,532    100,836     72,145     58,330     44,354

Operating income              60,754     40,616     26,590     20,793     20,560
Interest income (expense), net 3,228      1,280        404       (202)      (22)
Income before provision for
 income taxes                 63,982     41,896     26,994     20,591     20,538
Provision for income taxes    25,592     16,968     10,663      8,189      8,251
Net income                    38,390     24,928     16,331     12,402     12,287
Earnings per share:
 Basic                         $1.87      $1.24       $.82       $.63       $.62
 Diluted                       $1.75      $1.18       $.80       $.61       $.60
Weighted average shares outstanding:
Basic                     20,574,000 20,102,000 19,833,000 19,743,000 19,664,000
Diluted                   21,892,000 21,059,000 20,456,000 20,408,000 20,367,000
</TABLE>
<TABLE>
<CAPTION>
                                          At December 31,
                              2000     1999     1998     1997     1996
<S>                        <C>      <C>      <C>      <C>      <C>
Balance Sheet Data:
Working capital             $103,768 $106,057 $ 56,644 $ 46,949 $ 37,023
Cash                          74,608   71,415   13,824    8,803    1,626
Inventory                     42,361   39,553   32,957   23,365   29,265
Total assets                 212,370  176,859   96,680   77,528   65,255
Total debt, including
 current maturities              576      758      927        0      489
Total shareholders' equity   145,636  125,331   73,689   59,740   46,599
</TABLE>



   (1)  Includes shipping and warehousing expenses.
   (2)  Includes impairment loss of $547,000 in 1999.

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.

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>
                                             Year Ended December 31,
                                              2000     1999     1998
<S>                                          <C>      <C>      <C>
Net sales                                      94.7%    95.2%    96.3%
Licensing revenue                               5.3      4.8      3.7
                                              ------   ------   ------
Net revenues                                  100.0    100.0    100.0
Cost of goods sold                             53.4     54.6     56.8
                                              ------   ------   ------
Gross profit                                   46.6     45.4     43.2
Selling, general and administrative expenses   31.6     32.4     31.6
Operating income                               15.0     13.0     11.6
Income before provision for income taxes       15.7     13.4     11.8
Provision for income taxes                      6.3      5.4      4.7
                                              ------   ------   ------
Net income                                      9.4%     8.0%     7.1%
                                              ======   ======   ======
</TABLE>

Year  Ended  December  31,2000 Compared to  Year  Ended  December
  31,1999
   Net  revenues increased to $406.3 million in 2000 compared  to
$311.4  million in 1999, an increase of 30.5%.  This increase  is
due  to  increases  in each of the Company's  business  segments:
wholesale, consumer direct and licensing/international.

   Wholesale  net  sales (excluding sales to its consumer  direct
business  segment) increased $49.8 million or 26.7  %  to  $236.5
million  in  2000 from $186.7 million in 1999.  This increase  is
primarily  attributable to an increase  in  sales  of  men's  and
ladies  Kenneth Cole New York and Reaction Kenneth  Cole  branded
footwear  and  handbags,  offset slightly  by  Unlisted  footwear
sales.  The overall increase is due to increased sales to new and
existing customers due to increased brand awareness and continued
growing  consumer demand of Kenneth Cole New York  as  a  premier
lifestyle brand.  The Company believes its advertising campaigns,
marketing efforts, website, catalogs and growing retail presence,
combined with the marketing efforts of its licensees, continue to
be  significant  factors in increasing consumer  demand  and  the
strengthening  of  its three distinct brands,  Kenneth  Cole  New
York,  Reaction  Kenneth  Cole and Unlisted  across  all  product
classifications.

   Net  sales in the Company's Consumer Direct segment  increased
$38.4  million  or  35.0% to $148.2 million in 2000  from  $109.8
million  in 1999.  The increase in the number of stores, as  well
as  a  comparable  stores sales increase of  approximately  11.3%
contributed to the increase in net sales.  Of the total increase,
$11.1  million  was  attributable to the comparable  store  sales
increase,  and $25.6 million was attributable to that portion  of
2000 sales for stores not open for all of 1999 and new stores  in
2000.   The  Company believes that the retail stores  convey  the
Company's image and seamlessly showcase both Company and licensee
products, and that this comprehensive presentation reinforces the
lifestyle brand, thus increasing consumer demand, not only in the
retail stores but also across all channels of distribution.   The
Company's  catalog and internet sales increased $1.9  million  in
2000 over the comparable period in 1999.

  Licensing revenue increased 44.6% to $21.6 million in 2000 from
$15.0   million   in  1999.   The  increase  primarily   reflects
incremental revenues from sales from existing licensees  and  the
launch  of  womenswear  during the Fall 2000  season.   The  most
significant  increases, however, were in  men's  apparel  product
classifications including dress shirts, sportswear  and  tailored
clothing, and in men's and women's watches.  The Company believes
its  men's  apparel and the recent debut into women's  sportswear
comes  at an opportune time as consumers look toward brands  they
know  and  feel  comfortable with as a  lifestyle.   The  Company
believes  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  propel
licensee sales.

  Gross profit as a percentage of net revenues increased to 46.6%
in  2000  from 45.4% in 1999. This increase is due to an increase
in  the  proportion  of  revenue from the  retail  and  licensing
divisions,  each  of  which  produces  higher  margins  than  the
Company's consolidated gross profit percentage.  Sales  from  the
Consumer Direct segment were 36.5% of consolidated net revenue in
2000  compared with 35.3% in 1999.  Licensing revenue, which  has
no  associated  cost of goods sold, increased as a percentage  of
net  revenues  to 5.3% in 2000 from 4.8% in 1999.  The  Company's
wholesale gross profit increased across men's and ladies  Kenneth
Cole  New  York and Reaction Kenneth Cole footwear  and  handbags
which experienced an improvement in its sell through at retail.

  Selling,   general   and  administrative  expenses,   including
shipping  and warehousing, increased 27.5% to $128.5 million  (or
31.6%  of net revenues) in 2000 from $100.8 million (or 32.4%  of
net  revenues) in 1999.  The increase was primarily  attributable
to investment in organizational infrastructure to support growth,
including  cost  incurred to relocate the Company's  offices  and
adding an additional warehouse facility, hiring of personnel,  e-
commerce  support  and  the expansion of the  Company's  Consumer
Direct  operations.  The decrease in SG&A as a percentage of  net
revenue  is primarily attributable to certain economies  realized
in  the Company's wholesale segment, slightly offset by increased
expenditures  in technology aimed at enhancing the  Company's  e-
commerce initiatives.

  Interest  and  other income increased to $3.2 million  in  2000
from  $1.3  million in 1999.  The increase is  primarily  due  to
higher  average cash levels due to improved cash  flows  and  the
receipt  of $29.0 million in proceeds from selling stock  to  Liz
Claiborne, Inc. as part of the womenswear licensing agreement  in
the later half of 1999.

  The  Company's  effective tax rate decreased to 40.0%  for  the
year  ended  December  31, 2000 from 40.5% in  the  corresponding
period  last year.  The decrease is 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, operating income increased 49.6%
in  2000  to  $60.8  million (15.0% of net  revenue)  from  $40.6
million (13.0% of net revenue) in 1999.

  Year  Ended  December 31,1999 Compared to Year  Ended  December
  31,1998
   Net  revenues increased to $311.4 million in 1999 compared  to
$228.8  million in 1998, an increase of 36.1%.  This increase  is
due  to  increases  in each of the Company's  business  segments:
wholesale, consumer direct and licensing.

   Wholesale  net  sales (excluding sales to its consumer  direct
business  segment)  increased $34.6 million or  22.8%  to  $186.7
million  in  1999 from $152.0 million in 1998.  This increase  is
primarily  attributable to an increase  in  sales  of  men's  and
ladies  branded  footwear.   The  overall  increase  is  due   to
increased  sales to new and existing customers due  to  increased
brand  awareness and continued growing consumer demand of Kenneth
Cole New York as a premier lifestyle brand.  The Company believes
its  advertising campaigns, marketing efforts, website,  catalogs
and  growing retail presence, combined with the marketing efforts
of   its  licensees,  continue  to  be  significant  factors   in
increasing  consumer demand and the strengthening  of  its  three
distinct brands, Kenneth Cole New York, Reaction Kenneth Cole and
Unlisted across all product classifications.

   Net  sales in the Company's Consumer Direct segment  increased
$41.4  million  or  60.6% to $109.8 million in  1999  from  $68.4
million  in 1998.  The increase in the number of stores, as  well
as  a  comparable  stores  sales increase  of  approximately  20%
contributed to the increase in net sales.  Of the total increase,
$12.4  million  was  attributable to the comparable  store  sales
increase,  and $29.0 million was attributable to that portion  of
1999  sales of stores not open for all of 1998 and new stores  in
1999.   The  Company believes that the retail stores  convey  the
Company's image and seamlessly showcase both Company and licensee
products, and that this comprehensive presentation reinforces the
lifestyle brand, thus increasing consumer demand, not only in the
retail stores but also across all channels of distribution.

  Licensing revenue increased 79.0% to $15.0 million in 1999 from
$8.4 million in 1998.  The increase reflects incremental revenues
from   sales  from  existing  licensees.   The  most  significant
increases,  however,  were  due  to  the  roll  out  of  recently
introduced men's apparel product classifications including  dress
shirts,  sportswear and tailored clothing.  The Company  believes
its  recent  entry  into men's apparel and  the  upcoming  highly
anticipated  debut into women's sportswear comes at an  opportune
time   as  consumers  look  toward  brands  they  know  and  feel
comfortable  with.  The Company believes 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 propel licensee sales.

  Gross profit as a percentage of net revenues increased to 45.4%
in  1999  from 43.2% in 1998. This increase is due to an increase
in  the  proportion  of  revenue from the  retail  and  licensing
divisions,  each  of  which  produces  higher  margins  than  the
Company's consolidated gross profit percentage.  Sales  from  the
Consumer Direct segment were 35.3% of consolidated net revenue in
1999  compared with 29.9% in 1998.  Licensing revenue, which  has
no  associated  cost of goods sold, increased as a percentage  of
net  revenues  to 4.8% in 1999 from 3.7% in 1998.  The  Company's
wholesale  gross  profit increased across  all  brands  in  men's
footwear, handbags and ladies footwear which also experienced  an
improvement in its sell through at retail.

  Selling,   general   and  administrative  expenses,   including
shipping  and warehousing, increased 39.8% to $100.8 million  (or
32.4%  of  net revenues) in 1999 from $72.1 million (or 31.6%  of
net  revenues) in 1998.  The increase was primarily  attributable
to investment in organizational infrastructure to support growth,
marketing   and  public  relations  expenditures  to  build   the
Company's  brands, hiring of personnel and the expansion  of  the
Company's Consumer Direct operations.  Included in SG&A  expenses
in  1999  was  approximately $3.0 million, or  1%  of  sales,  in
internet and year 2000 related costs.  The increase in SG&A as  a
percentage  of  net  revenue is due to  the  increased  level  of
spending on the internet and information systems and expansion of
the Company's retail and outlet stores, which operate at a higher
cost structure than its wholesale operations.

  Interest  income increased to $1.3 million in  1999  from  $0.4
million  in  1998.   The  increase was primarily  due  to  higher
average cash levels due to improved cash flows and the receipt of
$29.0  million  in proceeds from selling stock to  Liz  Claiborne
Inc. as part of the womenswear licensing agreement.

   As a result of the foregoing, operating income increased 52.7%
in  1999  to  $40.6  million (13.0% of net  revenue)  from  $26.6
million (11.6% of net revenue) in 1998.

Liquidity and Capital Resources

   The  Company's cash requirements are generated primarily  from
working capital needs, retail expansion, enhanced technology  and
e-commerce  initiatives,  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 facility.  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, 2000,  working
capital was $103.8 million compared to $106.1 million at December
31, 1999.

  Net  cash  provided by operating activities increased to  $51.4
million  in  2000 from $40.3 million in 1999.  This increase  was
primarily attributable to higher earnings, timing of payables and
receivables,  offset by increased inventory  levels  required  to
support the initial inventory requirements of the new retail  and
outlet stores and deposits to execute larger format retail  store
spaces.

  Net  cash  used  in investing activities was $25.5  million  in
2000  compared to $8.5 million in 1999.  This increase  primarily
reflects an increase in capital expenditures for new retail store
openings  and  the  renovation  of the  Company's  new  corporate
headquarters in New York City.

Net  cash used in financing activities was $22.9 million in  2000
compared  to net cash provided by financing activities  of  $25.6
million  in  1999.   This  is  principally  attributable  to  the
Company's purchase of 782,950 shares of Class A Common  Stock  at
an  average price of $32.46 per share compared to 723,750  shares
of Class A Common Stock purchased during 1999 at an average price
of  $12.95  per  share  under its stock repurchase  program.   In
February  2001, the Board of Directors authorized the  repurchase
from time to time, subject to market conditions, of an additional
2  million  shares  of Class A Common Stock under  the  Company's
repurchase program.  In addition, during 1999 the Company  issued
1,500,000  shares of Class A Common Stock to Liz Claiborne,  Inc.
at  the market price of $19.33 per share in conjunction with  the
signing of the license agreement for womenswear.

   The  Company currently sells substantially all of its  account
receivables  to  one  factor 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 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
has  no  outstanding advances under this line of credit,  however
amounts  available under the line were reduced  by  $2.1  million
open letters of credit and $2.4 million standby letters of credit
to $20.5 million.

  Capital  expenditures were approximately  $24.1  million,  $8.5
million  and  $5.8 million for 2000, 1999 and 1998, respectively.
Expenditures  on  furniture, fixtures and leasehold  improvements
for  new retail store openings and expansions were $10.2 million,
$6.7   million  and  $4.9  million  in  2000,  1999   and   1998,
respectively.   The  remaining expenditures  were  primarily  for
leasehold  improvements for the renovation of the  Company's  new
corporate  headquarters, and equipment for the company's  offices
and warehouses.  During 2001, the Company anticipates opening  or
expanding  approximately 7 to 12 retail and  outlet  stores  that
will require aggregate capital expenditures and initial inventory
requirements  of  these new and expanded stores of  approximately
15.0 million.

   The  Company  also anticipates that it will require  increased
capital expenditures to support its continued growth including an
increase  in  its office and warehouse space and enhancements  to
its information systems and website development.

   In  December  1998, the Company entered into a  15-year  lease
which,  over  a period of three to five years, will  provide  the
Company  with approximately 126,000 square feet of office  space.
During 2000, the Company relocated its corporate headquarters  to
this   larger   location  in  New  York  City   and   anticipates
consolidating  various  satellite  office  space.   The   Company
completed phase I of its renovations incurring approximately  $10
million  in capital expenditures.  Currently, the Company expects
to  incur  an additional  $10 million over the next two to  three
years upon turnover of the additional remaining space.

   The  Company believes that it will be able to satisfy its cash
requirements  for  2001, including requirements  for  its  retail
expansion,  new  corporate office space and  information  systems
improvements, 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 Italian Lira.  At December  31,  2000,
forward   exchange   contracts  totaling   $16.0   million   were
outstanding  with  settlement dates  ranging  from  January  2001
through May 2001.  Gains and losses on forward exchange contracts
are  deferred and accounted for as part of the purchase price  of
imported merchandise.  At December 31, 2000, the unrealized  gain
on  these  forward contracts is approximately $1.1.  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.

  On  January  1,  1999,  the  Euro became  the  official  single
currency of the European Economic and Monetary Union.  As of this
date,  the  conversion rates of the national  currencies  of  the
union  members  were  fixed irrevocably.  During  the  transition
period between January 1999 and January 2002, parties may pay for
goods  using  either  the  Euro or the  national  currency.   The
Company  believes conversion to the Euro will not have a material
effect  on  the  Company's  financial  condition  or  results  of
operation.

  Inventory  purchases  from contract manufacturers  in  the  Far
East and Brazil are denominated in United States dollars and  the
recent devaluation 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 affect
on the Company.

Effects of Inflation

  The Company does not believe that the relatively moderate 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 Italian Lira, which has been converted to the Euro
effective  January  1,  1999.   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,  2000,  the Company had forward exchange  contracts
totaling  $16.0 million with an unrealized gain of  approximately
$1.1.  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 affecting the Company's credit facility  would
not have had a material effect on the Company's 2000 and 1999 net
income.

Item 8. Financial Statements and Supplementary Data

   See  page  F-1  for  a  listing of the consolidated  financial
statements submitted as part of this report.

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

  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 24, 2001 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2000  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 24, 2001 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2000  and  is
incorporated herein by reference in response to this item.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management

   The information required by this item will be contained in the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 24, 2001 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2000  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 24, 2001 to be filed with the Securities and Exchange
Commission  within  120  days after December  31,  2000,  and  is
incorporated herein by reference in response to this item.
<PAGE>


                             PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K

(a)  (1)  See  page  F-1 for a listing of consolidated  financial
statements submitted as part of this report.

(a)  (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.

(a) (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).
10.02      -Term 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).
+21.01   List of Subsidiaries
+23.01   Consent of Ernst & Young LLP
____________________________
*           Management   contract   or   compensatory   plan   or
     arrangement  required  to  be identified  pursuant  to  Item
     14(a) of this report.
+         Filed herewith.

(b) Reports on Form 8-K

     None.

(b)   See (a) (3) above for a listing of the exhibits included as
  a part of this report.
<PAGE>
         Kenneth Cole Productions, Inc. and Subsidiaries

           Index to Consolidated Financial Statements



                                                                  Page

Report of Independent Auditors                                    F-2

Consolidated Balance Sheets as of December 31, 2000 and 1999      F-3

Consolidated Statements of Income for the years ended
 December 31, 2000, 1999 and 1998                                 F-5

Consolidated Statements of Changes in Shareholders' Equity
 for the years ended December 31, 2000, 1999 and 1998             F-6

Consolidated Statements of Cash Flows for the years ended
 December 31, 2000, 1999 and 1998                                 F-7

Notes to Consolidated Financial Statements                        F-8


<PAGE>
                 Report of Independent Auditors


Board of Directors and Shareholders
Kenneth Cole Productions, Inc. and Subsidiaries

  We have audited the accompanying consolidated balance sheets of
Kenneth  Cole Productions, Inc. and subsidiaries as  of  December
31,  2000  and  1999, and the related consolidated statements  of
income, changes in shareholders' equity, and cash flows for  each
of  the  three years in the period ended December 31,  2000.  Our
audits  also included the financial statement schedule listed  at
Item  14(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 auditing standards
generally accepted in the 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, 2000 and 1999, and the consolidated
results of their operations and their cash flows for each of  the
three  years in the period ended December 31, 2000, in conformity
with  accounting  principles generally  accepted  in  the  United
States.   Also,  in our opinion, the related financial  statement
schedule,  when  considered in relation to  the  basic  financial
statements  taken  as  a whole, present fairly  in  all  material
respects the information set forth therein.


New York, New York                           ERNST & YOUNG LLP
March 13, 2001

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

                   Consolidated Balance Sheets

<CAPTION>
                                                            December 31,
                                                         2000          1999
<S>                                                <C>           <C>
Assets
Current assets:
Cash                                                $ 74,608,000  $ 71,415,000
Due from factor                                       26,066,000    26,925,000
Accounts receivable, less allowance for doubtful
 accounts of $550,000 in 2000, and $554,000 in 1999    9,117,000     6,990,000
Inventories                                           42,361,000    39,553,000
Prepaid expenses and other current assets              2,747,000       375,000
Deferred taxes, net                                    1,486,000     1,766,000
                                                    ------------  ------------
Total current assets                                 156,385,000   147,024,000

Property and equipment-at cost, less accumulated
  depreciation and amortization                       38,202,000    19,431,000

Other assets:
Deferred taxes, net                                    3,198,000     1,484,000
Deposits and sundry                                    5,875,000     1,868,000
Deferred compensation plan assets                      8,710,000     7,052,000
                                                    ------------  ------------
Total other assets                                    17,783,000    10,404,000
                                                    ------------  ------------
Total assets                                        $212,370,000  $176,859,000
                                                    ============  ============
</TABLE>
  See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
           Kenneth Cole Productions, Inc. and Subsidiaries

               Consolidated Balance Sheets (continued)

<CAPTION
                                                            December 31,
                                                         2000          1999
<S>                                                <C>           <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable                                    $ 34,688,000  $ 27,323,000
Accrued expenses and other current liabilities        14,716,000    10,372,000
Income taxes payable                                   3,213,000     3,272,000
                                                    ------------  ------------
Total current liabilities                             52,617,000    40,967,000

Accrued rent and other long term liabilities           5,027,000     2,932,000
Deferred compensation plan liabilities                 8,710,000     7,052,000
Obligations under capital lease                          380,000       577,000

Commitments and contingencies

Shareholders' equity:
Series A Convertible Preferred stock, par value $1.00,
 1,000,000 shares authorized, 28,927 issued in 1999                     29,000
Class A Common Stock, par value $.01, 20,000,000
 shares authorized, 13,479,088 and 13,058,057 issued
 in 2000 and 1999                                        135,000       131,000
Class B Convertible Common Stock, par value $.01,
 9,000,000 shares authorized, 8,588,097 and 5,785,398
 outstanding in 2000 and 1999                             86,000        58,000
Additional paid-in capital                            60,300,000    53,140,000
Cumulative other comprehensive income                    403,000       235,000
Retained earnings                                    119,483,000    81,093,000
                                                    ------------  ------------
                                                     180,407,000   134,686,000
Class A Common Stock in treasury, at cost,
1,506,700 and 723,750 shares in 2000 and 1999        (34,771,000)   (9,355,000)
                                                    ------------  ------------
Total shareholders' equity                           145,636,000   125,331,000
                                                    ------------  ------------
Total liabilities and shareholders' equity          $212,370,000  $176,859,000
                                                    ============  ============
</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,
                                        2000          1999          1998
<S>                                <C>           <C>           <C>

Net sales                           $384,713,000  $296,473,000  $220,405,000
Licensing revenue                     21,619,000    14,955,000     8,357,000
                                    ------------  ------------  ------------
Net revenue                          406,332,000   311,428,000   228,762,000
Cost of goods sold                   217,046,000   169,976,000   130,027,000
                                    ------------  ------------  ------------
Gross profit                         189,286,000   141,452,000    98,735,000

Selling, general, and
administrative expenses              128,532,000   100,836,000    72,145,000
                                    ------------  ------------  ------------
Operating income                      60,754,000    40,616,000    26,590,000
Interest and other income, net         3,228,000     1,280,000       404,000
                                    ------------  ------------  ------------
Income before provision for
income taxes                          63,982,000    41,896,000    26,994,000
Provision for income taxes            25,592,000    16,968,000    10,663,000
                                    ------------  ------------  ------------
Net income                          $ 38,390,000  $ 24,928,000  $ 16,331,000
                                    ============  ============  ============

Earnings per share:
     Basic                                 $1.87         $1.24          $.82
     Diluted                               $1.75         $1.18          $.80

Shares used to compute earnings per share:
     Basic                            20,574,000    20,102,000    19,833,000
     Diluted                          21,892,000    21,059,000    20,456,000
</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 Common Stock         Class B Common Stock
                              Number                       Number
                             of Shares    Amount          of Shares    Amount
<S>                        <C>          <C>            <C>           <C>
Balance at 12/31/97         11,115,241   $112,000       5,785,398     $ 58,000
Net income
Foreign currency
Translation adjustment

Comprehensive income
Exercise of stock options
 and related tax benefits      299,305      2,000
Purchase of Class A
 common stock
                            --------------------------------------------------
Balance at 12/31/98         11,414,546    114,000       5,785,398       58,000
Net income
Foreign currency
Translation adjustment

Comprehensive income
Exercise of stock options
 and related tax benefits      143,511      2,000
Purchase of Class A
 common stock
Stock Issuance               1,500,000     15,000
                            --------------------------------------------------
Balance at 12/31/99         13,058,057    131,000       5,785,398       58,000
Net income
Foreign currency
Translation adjustment

Comprehensive income
Exercise of stock options
 and related tax benefits      324,379      3,000
Issuance of Class A
 common stock for ESPP           6,652
Conversion of
 Preferred Stock to
 Class B Common Stock                                   2,892,699       29,000
Purchase of Class A
 common stock
Conversion of
 Class B shares to
 Class A shares                 90,000      1,000         (90,000)      (1,000)
                            ---------------------------------------------------
Balance at 12/31/00         13,479,088   $135,000       8,588,097     $ 86,000
                            ===================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 Series A
                               Convertible                          Accumulated
                             Preferred Stock        Additional         Other
                            Number                    Paid-In      Comprehensive
                            of Shares   Amount       Capital          Income

<S>                       <C>         <C>          <C>             <C>
Balance at 12/31/97        28,927      $ 29,000     $19,617,000     $ 90,000
Net income
Foreign currency
Translation adjustment                                               (16,000)

Comprehensive income
Exercise of stock options
 and related tax benefits                             2,600,000
Purchase of Class A
 common stock
                           --------------------------------------------------
Balance at 12/31/98        28,927        29,000      22,217,000       74,000
Net income
Foreign currency
Translation adjustment                                               161,000

Comprehensive income
Exercise of stock options
 and related tax benefits                             1,938,000
Purchase of Class A
 common stock
Stock Issuance                                       28,985,000
                           --------------------------------------------------
Balance at 12/31/99        28,927        29,000      53,140,000      235,000
Net income
Foreign currency
Translation adjustment                                               168,000

Comprehensive income
Exercise of stock options
 and related tax benefits                             6,951,000
Issuance of Class A
 common stock for ESPP                                  209,000
Conversion of
 Preferred Stock to
 Class B Common Stock     (28,927)      (29,000)
Purchase of Class A
 common stock
Conversion of
 Class B shares to
 Class A shares
                           --------------------------------------------------
Balance at 12/31/00                                 $60,300,000     $403,000
                           ==================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            Treasury Stock
                           Retained       Number
                           Earnings      of Shares    Amount         Total
<S>                     <C>           <C>          <C>           <C>
Balance at 12/31/97      $ 39,834,000                             $ 59,740,000
Net income                 16,331,000                               16,331,000
Foreign currency
Translation adjustment                                                 (16,000)
                                                                  -------------
Comprehensive income                                                16,315,000
Exercise of stock options
 and related tax benefits                                            2,602,000
Purchase of Class A
 common stock                            (525,000)  $ (4,968,000)   (4,968,000)
                         ------------------------------------------------------
Balance at 12/31/98        56,165,000    (525,000)    (4,968,000)   73,689,000
Net income                 24,928,000                               24,928,000
Foreign currency
Translation adjustment                                                 161,000
                                                                  -------------
Comprehensive income                                                25,089,000
Exercise of stock options
 and related tax benefits                                            1,940,000
Purchase of Class A
 common stock                            (198,750)    (4,387,000)   (4,387,000)
Stock Issuance                                                      29,000,000
                         ------------------------------------------------------
Balance at 12/31/99        81,093,000    (723,750)    (9,355,000)  125,331,000
Net income                 38,390,000                               38,390,000
Foreign currency
Translation adjustment                                                 168,000
                                                                  -------------
Comprehensive income                                                38,558,000
Exercise of stock options
 and related tax benefits                                            6,954,000
Issuance of Class A
 common stock for ESPP                                                 209,000
Conversion of
 Preferred Stock to
 Class B Common Stock
Purchase of Class A
 common stock                            (782,950)   (25,416,000)  (25,416,000)
Conversion of
 Class B shares to
 Class A shares
                         ------------------------------------------------------
Balance at 12/31/00      $119,483,000  (1,506,700)  $(34,771,000) $145,636,000
                         ======================================================
</TABLE>
          See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
         Kenneth Cole Productions, Inc. and Subsidiaries
              Consolidated Statements of Cash Flows
<CAPTION>
                                          2000            1999           1998
<S>                                 <C>           <C>           <C>
Cash flows from operating activities
Net income                           $  38,390,000 $  24,928,000 $  16,331,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization            5,308,000     4,698,000     2,791,000
Impairment of long-lived assets                          547,000
Unrealized loss (gain) on deferred
  compensation plan                      1,066,000    (1,096,000)     (502,000)
Realized/Unrealized gain on
  marketable securities                    (49,000)
Provision for doubtful accounts            270,000     1,344,000       197,000
Benefit for deferred taxes              (1,434,000)   (2,129,000)     (373,000)
Changes in operating assets and liabilities:
 Decrease (increase) in due from factors   859,000    (7,373,000)    3,740,000
 Increase in accounts receivable        (2,397,000)   (3,460,000)   (1,207,000)
 Increase in inventories                (2,808,000)   (6,596,000)   (9,592,000)
 (Increase) decrease in prepaid expenses and
  and other current assets                (881,000)    1,360,000      (315,000)
 Increase in deposits and deferred
  compensation assets                   (6,731,000)   (1,378,000)   (2,119,000)
 Increase in income taxes payable        4,389,000     2,286,000     1,140,000
 Increase in accounts payable            7,365,000    16,679,000       807,000
 Increase in accrued expenses and
  other current liabilities              4,329,000     5,724,000     1,068,000
 Increase in other non-current
  liabilities                            3,753,000     4,769,000     2,357,000
                                       -----------   -----------   -----------
Net cash provided by operating
activities                              51,429,000    40,303,000    14,323,000

Cash flows from investing activities
Acquisition of property and
 equipment, net                        (24,079,000)   (8,505,000)   (5,784,000)
Purchase of and proceeds from sale
 of marketable securities               (1,442,000)
                                       -----------   -----------   -----------
Net cash used in investing activities  (25,521,000)   (8,505,000)   (5,784,000)

Cash flows from financing activities
Proceeds from exercise of stock options  2,505,000     1,188,000     1,506,000
Proceeds from issuance of stock
 from purchase plan                        209,000
Proceeds from issuance of stock                       29,000,000
Principle payments of capital
 lease obligations                        (182,000)     (169,000)      (40,000)
Purchase of treasury stock             (25,416,000)   (4,387,000)   (4,968,000)
                                      ------------   -----------   -----------
Net cash (used in) provided by
 financing activities                  (22,884,000)   25,632,000    (3,502,000)
Effect of exchange rate changes on cash    169,000       161,000       (16,000)
                                      ------------   -----------   -----------
Net increase in cash                     3,193,000    57,591,000     5,021,000
Cash, beginning of year                 71,415,000    13,824,000     8,803,000
                                      ------------   -----------   -----------
Cash, end of year                    $  74,608,000 $  71,415,000 $  13,824,000
                                      ============   ===========   ===========

Supplemental disclosures of cash flow information
Cash paid during the period for:
 Interest                            $     80,000  $    109,000  $      29,000
 Income taxes                        $ 22,569,000  $ 16,812,000  $   9,901,000
</TABLE>
  See accompanying notes to consolidated financial statements.
<PAGE>
                 Kenneth Cole Productions, Inc.
           Notes to Consolidated Financial Statements

                        December 31, 2000


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 and women's apparel and accessories under  its
Kenneth Cole New York, Reaction Kenneth Cole and Unlisted  brands
for  the  fashion  conscious consumer.  The Company  markets  its
products  for  sale  to  more than 4,100  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
catalogues  that feature a variety of Kenneth Cole New  York  and
Reaction Kenneth Cole branded products.

2.   Stock Split

   On February 23, 2000, the Board of Directors declared a three-
for-two  stock  split  to be effected in  the  form  of  a  stock
dividend.   Shareholders of record on March 6, 2000 received  one
additional share of common stock for each two shares  held.   The
distribution date occurred on March 27, 2000.

   In order to have effectuated the stock split for the shares of
outstanding  Class B Common Stock, 2,892,699 shares  of  Class  B
Common Stock would have been required to be issued.  As of  March
6, 2000, 214,602 shares of authorized but unissued Class B Common
Stock  remained available for future issuance.  As a  result,  an
insufficient number of authorized and unissued shares of Class  B
Common  Stock were available for distribution on March 27,  2000,
the  distribution  date  for  the stock  split.   Therefore,  the
Company  issued in the form of a dividend 28,927  shares  of  its
Series  A Convertible Preferred Shares to the holders of Class  B
Common  Stock  in lieu of shares of Class B Common  Stock.   Each
share  of  Series A Convertible Preferred Stock is  automatically
convertible into 100 shares of Class B Common Stock upon the  due
authorization of a sufficient number of shares of Class B  Common
Stock  to permit such conversion.  On May 25, 2000, the Board  of
Directors approved a resolution to increase the number of  shares
of Class B Common Stock from 6.0 million to 9.0 million to permit
the  conversion,  thereby  providing  the  holders  of  Series  A
Convertible  Preferred Stock with the shares of  Class  B  Common
Stock  that should have been issued to them pursuant to the stock
split.   As  a  result, all 28,927 shares of Series A Convertible
Preferred Stock were converted into 2,892,699 shares of  Class  B
Common Stock.

   All applicable share and per share data have been adjusted for
the  stock split.  Earnings per share also reflect the conversion
of Series A Convertible Preferred Stock to Class B Common Stock.

3.    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.

4.    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 affect
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.

5.    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.

6.    Marketable Securities

   The  Company's  marketable securities  consist  of  an  equity
investment  which is classified as "trading" and, accordingly  is
carried on the balance sheet at fair market value.  (See Note C)

7.    Inventories

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

8.  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.  The Company recorded  a  non-cash
charge  of $547,000 for the year ended December 31, 1999  related
to  the write down of asset values of one of the Company's retail
stores.

9.  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.

10.  Revenue recognition

   Wholesale  revenues are recognized at the time merchandise  is
shipped  to  customers.  Retail store revenues are recognized  at
the  time  of  sale.  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 minimum  amounts  are
recognized  as  income  during the period  corresponding  to  the
licensee's sales.

11.  Advertising costs

   The Company incurred advertising costs, including certain  in-
house  marketing  expenses, of $16.8 million, $12.4  million  and
$7.8  million for 2000, 1999 and 1998, respectively. The  Company
records  advertising expense concurrent with the first  time  the
advertising takes place.

12.  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")  (see Note I).  Dilutive earnings
per share includes the effects of employee stock options.

13.  Derivative Instruments and Hedging Activities

       In  June  1998,  the Financial Accounting Standards  Board
issued  Statement  of  Financial Accounting  Standards  No.  133,
"Accounting   for   Derivative  Instruments   and   for   Hedging
Activities"  ("SFAS  133") and its amendment statements  137  and
138,  in June 1999 and June 2000, respectively, which the Company
is  required to adopt on January 1, 2001.  The Statement requires
the Company to recognize all derivatives on the balance sheet  at
fair value.  Derivatives that are not hedges must be adjusted  to
fair  value  through  income.   If the  derivative  is  a  hedge,
depending  on the nature of the hedge, changes in the fair  value
of derivatives are either offset against the change in fair value
of  assets, liabilities, or firm commitments through earnings  or
recognized in other comprehensive income until the hedged item is
recognized   in   earnings.   The  ineffective   portion   of   a
derivative's change in fair value will be immediately  recognized
in earnings.  (See Note G).

14.  Shipping Costs

 In  accordance with Emerging Issues Task Force Issue No.  00-10,
"Accounting  for  Shipping and Handling Fees,"  the  Company  has
included in sales amounts billed to customers for shipping costs.
The related cost incurred by the Company has been included in the
cost  of  goods  line item on the face of the  income  statement.
There  is  no  impact  on net income from the  adoption  of  this
pronouncement.  Prior periods have been reclassified accordingly.

15.  Reclassifications

   Certain  amounts  included  in the  1999  and  1998  financial
statements  have been reclassified to conform with  the  year-end
2000 presentation.

Note B   - Due from Factors and Line of Credit Facility

   The Company sells substantially all of its accounts receivable
to  a  factor,  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 factors at December
31,  2000  and 1999 are accounts receivable subject  to  recourse
totaling approximately $895,000 and $1,379,000, respectively. The
agreements with the factors provide for payment of a service  fee
on receivables sold.

   At  December  31, 2000 and 1999, the balance due from  factor,
which  includes  chargebacks  due  from  customers,  is  net   of
allowances  for  returns,  discounts,  and  other  deductions  of
approximately  $7,780,000  and  $8,357,000,  respectively.    The
allowances  are provided for known chargebacks and for  potential
future customer deductions based on management's estimates.

   The  Company  has entered into a Line of Credit Facility  (the
"Facility")  that, as amended, allows for uncommitted borrowings,
letter  of credits 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,
2000  or  1999.  Amounts available under the Facility at December
31,  2000  were  reduced by $4,512,000 to  $20,488,000  for  open
letters of credit.

        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. In addition, borrowings under the line of credit are
secured by certain assets of the Company.

Note C  - Marketable Securities

   At  December 31, 2000, marketable securities in the amount  of
$1,491,000  are  included in prepaid expenses and  other  current
assets  on  the face of the Balance Sheet.  The Company  recorded
unrealized  gains of $44,000 and realized gains of $5,500  during
the year which are included in other income.

Note D  - Property and Equipment

    Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                          December 31,
                                                      2000           1999
<S>                                             <C>             <C>
Property and equipment-at cost:
Furniture and fixtures                           $ 12,606,000    $  9,640,000
Machinery and equipment                             9,038,000       5,910,000
Leasehold improvements                             31,831,000      14,918,000
Leased equipment under capital lease                  967,000         967,000
                                                 ------------    ------------
                                                   54,442,000      31,435,000
Less accumulated depreciation and amortization     16,240,000      12,004,000
                                                 ------------    ------------
Net property and equipment                       $ 38,202,000    $ 19,431,000
                                                 ============    ============
</TABLE>
Note E  - Accrued Expenses and Other Liabilities

   Accrued expenses and other current liabilities consist of  the following:
<TABLE>
<CAPTION>
                                                        December 31,
                                                     2000           1999
<S>                                             <C>             <C>
Rent                                             $   481,000     $   457,000
Compensation                                       7,076,000       6,010,000
Customer credits                                     729,000         671,000
Deferred licensing income                          3,520,000         530,000
Other                                              2,910,000       2,704,000
                                                 -----------     -----------
                                                 $14,716,000     $10,372,000
                                                 ===========     ===========
</TABLE>

Note F  - Segment Reporting

  Kenneth  Cole Productions, Inc. has three reportable  segments:
Wholesale,  Consumer  Direct,  and Licensing/International.   The
Wholesale  segment designs and sources a broad range  of  fashion
footwear,  handbags and accessories and markets its products  for
sale  to more than 4,100 department and specialty store locations
and  to  the  Company's  Consumer Direct segment.   The  Consumer
Direct  segment  markets  the 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, e-commerce  (at
website address www.kennethcole.com and www.kc-reaction.com)  and
catalogs.   The  Licensing/International segment,  through  third
party  licensee  agreements,  has  evolved  the  Company  from  a
footwear   resource  to  a  diverse  lifestyle  brand   competing
effectively  in  about 30 apparel and accessories categories  for
both  men and women.  The Company maintains control over  quality
and  image  and allows licensees to sell to the same channels  of
distribution  as those of the Company's wholesale division.   The
Company  earns  royalties  on  the licensee's  sales  of  branded
product.

  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/International 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.

  The  Company's  reportable segments  are  business  units  that
offer   products  to  overlapping  consumers  through   different
channels of distribution.  Each segment is managed separately and
planning,  implementation and results are reviewed internally  by
the executive management committee.
<PAGE>
Financial information of the Company's reportable segments is as
follows:
<TABLE>
<CAPTION>
                                        Consumer     Licensing/
                             Wholesale   Direct    International   Totals
<S>                         <C>       <C>         <C>           <C>
Year Ended December 31, 2000
Revenues                     $236,474  $148,239    $ 21,619      $406,332
Intersegment revenues          29,952                              29,952
Interest income, net            3,228                               3,228
Depreciation expense            1,719     3,581           8         5,308
Segment income before
 provision for income taxes    42,253    22,088      16,976        81,317
Segment assets                155,018    57,336       2,852       215,206
Expenditures for long-
 lived assets                  11,621    12,455           3        24,079

Year Ended December 31, 1999
Revenues                     $186,673  $109,800    $ 14,955      $311,428
Intersegment revenues          23,559                              23,559
Interest income, net            1,280                               1,280
Depreciation expense            1,690     2,999           9         4,698
Segment income before
 provision for income taxes    23,799    19,120      12,266        55,185
Segment assets                143,552    32,415       2,720       178,687
Expenditures for long-
 lived assets                   1,269     6,688           1         7,958

Year Ended December 31, 1998
Revenues                     $152,026  $ 68,379    $  8,357      $228,762
Intersegment revenues          18,679                              18,679
Interest expense, net             404                                 404
Depreciation expense            1,072     1,715           4         2,791
Segment income before
 provision for income taxes    20,880     7,327       6,936        35,143
Segment assets                 69,513    26,798       1,690        98,001
Expenditures for long-
 lived assets                   1,803     4,923          25         6,751
</TABLE>
<PAGE>


The reconciliation of the Company's reportable segment revenues,
profit and loss, and assets are as follows:
<TABLE>
<CAPTION>
                                                  2000       1999       1998
<S>                                            <C>        <C>        <C>
Revenues
Revenues for reportable segments                $406,332   $311,428   $228,762
Intersegment revenues for reportable segments     29,952     23,559     18,679
Elimination of intersegment revenues             (29,952)   (23,559)   (18,679)
                                                --------   --------   --------
    Total consolidated revenues                 $406,332   $311,428   $228,762
                                                ========   ========   ========
Income
Total profit for reportable segments            $ 81,317   $ 55,185   $ 35,143
Elimination of intersegment profit                (9,919)    (7,808)    (4,914)
Unallocated corporate overhead                   ( 7,416)   ( 5,481)    (3,235)
    Total income before provision for           --------   --------   --------
      income taxes                              $ 63,982   $ 41,896   $ 26,994
                                                ========   ========   ========
Assets
Total assets for reportable segments            $215,206   $178,687   $ 98,001
Elimination of inventory profit in
 consolidation                                    (2,836)    (1,828)    (1,321)
                                                --------   --------   --------
    Total consolidated assets                   $212,370   $176,859   $ 96,680
                                                ========   ========   ========
</TABLE>
  Revenues from international customers are less than two percent
of the Company's consolidated revenues.

Note G  - Foreign Currency Transactions

  The Company routinely enters into forward exchange contracts in
anticipation  of  future  purchases of inventory  denominated  in
foreign currencies.  These forward 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.
The  Company  had  forward exchange contracts of $16,000,000  and
$10,500,000  at  December  31, 2000  and  1999,  respectively  to
protect the purchase price of merchandise under such commitments.
Gains  and losses on forward exchange contracts are deferred  and
accounted  for  as  part  of  the  purchase  price  of   imported
merchandise.   At  December 31, 2000, forward exchange  contracts
have maturity dates through June 2001.

   Based  on  the Company's derivative positions at December  31,
2000,  the Company estimates that upon adoption of SFAS 133,  the
net unrealized gain of approximately $1,122,000 would be recorded
as  a charge to other comprehensive income and a reduction to the
purchase price of the imported merchandise.
<PAGE>
Note H   - Income Taxes
<TABLE>
  Significant items comprising the Company's deferred tax assets
and liabilities are as follows:
<CAPTION>

                                                    December  31,
                                                2000             1999
<S>                                        <C>              <C>
Deferred tax assets:
Inventory allowances and capitalization     $  631,000       $  950,000
Allowance for doubtful accounts and
  sales allowances                             677,000          608,000
Deferred rent                                1,836,000        1,091,000
Deferred compensation                        3,399,000        2,414,000
Other                                          160,000          163,000
                                            ----------       ----------
                                             6,703,000        5,226,000

Deferred tax liabilities:
Depreciation                                  (431,000)      (1,027,000)
Undistributed foreign earnings              (1,588,000)        (949,000)
                                            ----------       ----------
                                            (2,019,000)      (1,976,000)
                                            ----------       ----------
Net deferred tax assets                     $4,684,000       $3,250,000
                                            ==========       ==========
</TABLE>
<PAGE>
   The  provision  (benefits) for income taxes  consists  of  the
following:
<TABLE>
<CAPTION>
                                     December 31,
                            2000         1999          1998
<S>                     <C>          <C>          <C>
Current:
  Federal                $ 23,322,000 $ 16,202,000 $  9,249,000
  State and local           3,475,000    2,810,000    1,750,000
  Foreign                      69,000       85,000       37,000
                         ------------ ------------ ------------
                           26,866,000   19,097,000   11,036,000
Deferred:
  Federal                  (1,115,000)  (1,840,000)    (330,000)
  State and local            (159,000)    (289,000)     (43,000)
                         ------------ ------------ ------------
                           (1,274,000)  (2,129,000)    (373,000)
                         ------------ ------------ ------------
                         $ 25,592,000 $ 16,968,000 $ 10,663,000
                         ============ ============ ============
</TABLE>
   The  reconciliation of income tax computed at the U.S. federal
statutory  tax  rate to the effective income tax rate  for  2000,
1999 and 1998 is as follows:
<TABLE>
<CAPTION>
                                                    2000     1999     1998
<S>                                                <S>      <S>      <S>
Federal income tax at statutory rate                35.0%    35.0%    35.0%
State and local taxes, net of federal tax benefit    5.0%     5.5%     4.5%
                                                    -----    -----    -----
                                                    40.0%    40.5%    39.5%
                                                    =====    =====    =====
</TABLE>
Note I  - Stock Options Plans and Grants

1.   1994 stock option plan

   The  Company's 1994 Incentive Stock Option Plan,  as  amended,
authorizes the grant of options to employees for up to  3,000,000
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   have  10-year  terms.   Non-employee  Director  options
granted  have 10 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, 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.  Had compensation  cost  for  the  stock
options  been  determined based on the fair value  at  the  grant
dates  for awards under the plan, consistent with the alternative
method  set  forth  under SFAS 123, net income and  earnings  per
share  would  have been reduced by approximately  $2,051,000  and
$.09, $1,136,000 and $.06 and $643,000 and $.03 in 2000, 1999 and
1998, respectively.

   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 be granted.

   Pro  forma  information regarding net income and earnings  per
share is required by Statement 123 and has been determined as  if
the  Company  had accounted for its employee stock options  under
the  fair  value  method of that Statement.  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  2000,  1999, and 1998, respectively:  risk-free
interest  rate  of   5.8%, 5.55% and 5.25%; 0%  dividend  yields;
expected  volatility  factors of   54.6%,  48.5%  and  54.2%  and
expected  lives  of 4.2, 4.7 and 5.6 years.  The weighted-average
fair  value of options granted during 2000, 1999, and  1998  were
$15.12, $13.47 and  $9.55.

   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.
Because the Company's employee stock options have 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.

<PAGE>
   The  following table summarizes all stock option  transactions
from December 31, 1997 through December 31, 2000.
<TABLE>
<CAPTION>
                                                Weighted-Average
                                      Shares     Exercise Price
<S>                                <C>              <C>
 Outstanding at December 31, 1997   1,432,820

 Granted                              503,550        $ 11.60
 Exercised                           (249,881)       $  5.70
 Forfeited                           (148,332)       $  8.49
                                    ---------
 Outstanding at December 31, 1998   1,538,157

 Granted                              431,400        $ 18.93
 Exercised                           (143,511)       $  8.24
 Forfeited                            (95,348)       $ 10.37
                                    ---------
 Outstanding at December 31, 1999   1,730,698

 Granted                              433,750        $ 31.10
 Exercised                           (274,380)       $  8.52
 Forfeited                            (79,023)       $ 18.41
                                    ---------
 Outstanding at December 31, 2000   1,811,045
                                    =========
</TABLE>
    The following table summarizes information concerning
currently outstanding and exercisable stock options at December
31, 2000:
<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   835,320     5.66 years    $ 9.35      558,745      $ 8.50
 $12.01 to $24.00   511,125     7.70 years    $16.19      134,100      $15.36
 $24.01 to $36.00   464,600     8.97 years    $30.41        9,050      $24.92
</TABLE>

2.    Stock option grants

   In 1994, the Board of Directors granted non-transferable stock
options to an officer of the Company, for the purchase of 334,425
shares  of  Class A Common Stock at an exercise price of  $1.4583
per  share.    In  2000,  50,000 options were  exercised  and  at
December   31,   2000,  130,000  options  were  outstanding   and
exercisable.

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.  During 2000, the Company  amended  the
plan's   matching  contribution  of  25%  of  the   participant's
contribution,  up  to a maximum of 4% to 6% of the  participant's
base pay.  Contributions to the plan for the years ended December
31, 2000, 1999 and 1998 were approximately $200,000, $120,000 and
$89,000, respectively.

2.   Deferred compensation plan

    The Kenneth Cole Productions, Inc. Deferred Compensation Plan
is an unfunded non-qualified plan maintained primarily to provide
deferred  compensation  benefits for a select  group  of  "highly
compensated employees."  The Company accounts for the investments
in  the  deferred compensation plan in accordance with SFAS  115,
"Accounting   for   Certain  Investments  in  Debt   and   Equity
Securities,"  and  such  investments  have  been  classified   as
trading.

3.   Supplemental Employee Retirement Plan

    In  December  2000, the Company deposited $1,308,000  into  a
Supplemental Executive Retirement Plan ("SERP") for  certain  key
executives.  The amount has been recorded in deposits and  sundry
on  the  face of the balance sheet.  Benefits payable under  this
plan  are  based  upon  the  growth of  the  individual  directed
investments  from the Company's initial and future contributions.
Benefits earned under the SERP are vested after 3 years, however,
the  benefit is ratably reduced if the participant retires  prior
to  age  60.  In addition, SERP participants are covered by  life
insurance  through a portion of the Company's contribution.   The
SERP  is  expected  to be executed during the  first  quarter  of
fiscal 2001.

4.   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.   On
March 7, 2000, the Company filed with the Securities and Exchange
Commission Form S-8 registering 150,000 shares of Class A  Common
Stock  for  the  ESPP.   As of December 31, 2000  employees  have
purchased approximately 6,700 shares.

Note K  - Commitments and Contingencies

1.  Capital lease

   Included  in  property and equipment are assets held  under  a
capital  lease  of  $967,000  less  accumulated  amortization  of
$435,000.   At  December 31, 2000, future minimum lease  payments
consist of the following:

      2001                                               $235,000
      2002                                                235,000
      2003                                                177,000
      2004                                                      0
      2005                                                      0
                                                         --------
      Total minimum lease payments                       $647,000
      Less amounts representing interest                  (71,000)
                                                         --------
      Present value of minimum lease payments             576,000
      Less current maturities                            (196,000)
                                                         --------
      Capital lease obligation, less current maturities  $380,000
                                                         ========

2.  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, 2000:

      2001                              $ 18,203,000
      2002                                19,230,000
      2003                                20,002,000
      2004                                19,862,000
      2005                                18,521,000
      Thereafter                         126,105,000
                                        ------------
      Total minimum cash payments       $221,923,000
                                        ============

In  addition, certain of these leases contain rent escalation and
require additional percentage rent payments to be made.

   Rent  expense for the years ended December 31, 2000, 1999  and
1998  was  $18,477,000, $13,530,000 and $9,313,000, respectively.
Sub-tenant  rental income for 2000 was $293,000.  Future  minimum
rental income from subtenant is approximately $703,000 a year for
each of the next six years.

3. Letters of credit

   At  December  31, 2000 and 1999, the Company was  contingently
liable  for  approximately  $2,029,000  and  $2,589,000  of  open
letters  of  credit, respectively. In addition, at  December  31,
2000   and   1999,  the  Company  was  contingently  liable   for
approximately $2,483,000 of standby letters of credit.

4.  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. In 2000 and 1999, the Company had no customer account
for more than 10% of net sales.

  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,  India, China and Korea.  The Company attempts  to  limit
the
concentration  with any one manufacturer.  However, approximately
40% and 58% of the dollar value of total handbag purchases by the
Company  were sourced through one agent utilizing many  different
factories   in   China,  during  2000  and  1999,   respectively.
Approximately  41% and 43% of Kenneth Cole and  Reaction  Kenneth
Cole men's footwear purchases were from one manufacturer in Italy
utilizing  many  different  factories,  during  2000  and   1999,
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.

   At December 31, 2000, the Company had approximately 12% of its
employees covered under a collective bargaining agreement with  a
local union.

5.  Other

   The  Company, from time to time, is a party to litigation that
arises  in  the  normal course of its business operations.    The
Company  presently  is  not a party to any such  litigation  that
would  have  a  material  adverse  effect  on  its  business   or
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 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.   As
discussed  in  note A (2), the Company issued, in  a  form  of  a
dividend,  28,927 shares of Series A Convertible Preferred  Stock
on March 27, 2000, which were
subsequently  converted to 2,892,699 shares  of  Class  B  Common
Stock.  The financial statements reflect this dividend.

3.  Common Stock repurchase

   On  August  13,  1999, the Board of Directors of  the  Company
authorized  management  to repurchase,  from  time  to  time,  an
additional  1,500,000 shares up to an aggregate 2,250,000  shares
of  the Company's Class A Common Stock.  As of December 31, 2000,
1,506,700  shares  were  repurchased in the  open  market  at  an
aggregate price of $34,771,000 and have been recorded as treasury
stock.   Subsequent to December 31, 2000 the Board of  Director's
increased  the shares available to be repurchased by the  Company
by 2,000,000.

Note M   - Licensing Agreement

  On July 1, 1999, the Company and Liz Claiborne Inc. (along with
its  subsidiaries  and affiliates collectively  "Liz  Claiborne")
entered  into  a  multi-brand initiative to launch  Kenneth  Cole
Productions,  Inc.  into  the women's  apparel  market  under  an
exclusive  womenswear license agreement.  The  agreement  granted
Liz  Claiborne rights to manufacture, distribute and sell women's
sportswear under the licensed marks of Kenneth Cole, Kenneth Cole
New  York, Reaction Kenneth Cole and Unlisted.  The initial  term
is  through  December  31, 2004, with options  to  renew  through
December 31, 2019 based upon Liz Claiborne reaching certain sales
thresholds.  During these periods, Liz Claiborne is obligated  to
pay the Company a percentage of net sales based upon the terms of
the  agreement.  Simultaneously with the licensing agreement, Liz
Claiborne   purchased  1.5  million  shares   of   Kenneth   Cole
Productions, Inc. Class A Common Stock par value $.01  per  share
at  a  price of $19.33 (adjusted to give effect for the Company's
three-for-two stock split), the fair market value at the date  of
the agreement.

Note N  - Related Party Transaction

  During 2000, the Company contributed $500,000 to the Kenneth
Cole Foundation.  The Kenneth Cole Foundation, a not for profit
organization, fosters programs to aid primarily in the fields of
education, medical research and arts and culture.  In addition,
the Board of Directors authorized a $500,000 contribution payable
to the Kenneth Cole Productions, Inc. Foundation.

<PAGE>
Note O  - Quarterly Financial Data (Unaudited)
     Summarized quarterly financial data for 2000 and 1999 appear
below (in thousands, except per share data):
<TABLE>
<CAPTION>
                              First     Second    Third    Fourth
                             Quarter   Quarter   Quarter   Quarter
<S>                         <C>       <C>       <C>       <C>
2000
Net sales                    $ 90,627  $ 85,480  $104,609  $103,997
Licensing revenue               4,036     5,339     6,343     5,901
Net revenues                   94,663    90,819   110,952   109,898
Gross profit                   43,257    40,292    52,770    52,967
Operating income               12,154    10,140    20,564    17,896
Net income                      7,774     6,411    12,926    11,279
Earnings per share basic       $  .37    $  .31    $  .63    $  .55
Earnings per share diluted     $  .35    $  .29    $  .59    $  .52

1999
Net sales                    $ 63,887  $ 62,449  $ 81,695  $ 88,442
Licensing revenue               2,510     3,048     4,226     5,171
Net revenues                   66,397    65,497    85,921    93,613
Gross profit                   29,447    28,669    39,259    44,077
Operating income                7,851     5,846    13,233    13,686
Net income                      4,730     3,571     8,067     8,560
Earnings per share basic       $  .24    $  .18    $  .40    $  .41
Earnings per share diluted     $  .23    $  .17    $  .38    $  .39
</TABLE>
<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
                            President and Chief Executive Officer

                            Date: March 28, 2001


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    President, Chief                       March 27, 2001
   Kenneth D. Cole     Executive Officer and Director

/S/ PAUL BLUM          Executive Vice President,              March 27, 2001
   Paul Blum           Chief Operating Officer and Director

/S/ STANLEY A. MAYER   Executive Vice President,              March 27, 2001
   Stanley A. Mayer    Chief Financial Officer, Treasurer and
                       Director

/S/ DAVID P. EDELMAN   Senior Vice President Finance          March 27, 2001
   David P. Edelman    (Principal Accounting Officer)

/S/ ROBERT C. GRAYSON  Director                               March 27, 2001
   Robert  C. Grayson

/S/ DENIS F. KELLY     Director                               March 27, 2001
   Denis F. Kelly

/S/ PHILLIP B. MILLER  Director                               March 27, 2001
   Phillip B. Miller
<PAGE>
<TABLE>
                  Kenneth Cole Productions, Inc.
                            Schedule II
                 Valuation and Qualifying Accounts
       For the Years Ended December 31, 2000, 1999, and 1998
                          (in thousands)
<CAPTION>
                                 Balance at    Charged to              Balance
                                 Beginning     Costs and               at End
Description                      of Period     Expenses    Deduction  of Period
<S>                             <C>         <C>          <C>       <C>
Year ended December 31, 2000
Allowance for doubtful accounts $  (554,000) $  (270,000) $ 274,000 $  (550,000)
Reserve for returns and
sales allowances                 (8,357,000)                577,000  (7,780,000)
                                -----------  -----------  --------- -----------
                                $(8,911,000) $  (270,000) $ 851,000 $(8,330,000)
                                ===========  ===========  ========= ===========
Year ended December 31, 1999
Allowance for doubtful accounts $  (125,000) $(1,344,000) $ 915,000 $  (554,000)
Reserve for returns and
sales allowances                 (3,300,000)  (5,057,000)            (8,357,000)
                                -----------  -----------  --------- -----------
                                $(3,425,000) $(6,401,000) $ 915,000 $(8,911,000)
                                ===========  ===========  ========= ===========
Year ended December 31, 1998
Allowance for doubtful accounts $   (80,000) $  (197,000) $ 152,000 $  (125,000)
Reserve for returns and
sales allowances                 (2,900,000)    (400,000)            (3,300,000)
                                -----------  -----------  --------- -----------
                                $(2,980,000) $  (597,000) $ 152,000 $(3,425,000)
                                ===========  ===========  ========= ===========
</TABLE>
<PAGE>

                                                   Exhibit 10.18
                   SECOND AMENDED AND RESTATED
                      EMPLOYMENT AGREEMENT

This  Amended and Restated Employment Agreement, dated  September
1,  2000,  is  effective as of January 1,  2001  (the  "Effective
Date")  and  is  entered into between Kenneth  Cole  Productions,
Inc.,  a  New  York corporation (the "Company"),  and  Paul  Blum
("Executive").
WHEREAS,  Executive  is  currently employed  as  Chief  Operating
Officer  of the Company pursuant to an Employment Agreement  with
the  Company dated May 30, 1996, as amended and restated  by  the
Amended  and Restated Employment Agreement, dated June  11,  1998
(the "Prior Agreement"); and
WHEREAS,  Executive and the Company desire to amend  and  restate
the  Prior  Agreement  in its entirety in this  Agreement,  which
shall  set  forth the terms and conditions under which  Executive
shall continue to be so employed.
NOW, THEREFORE, the parties hereby agree as follows:

Employment, Duties and Responsibilities
   Employment.  Executive shall serve as Chief Operating  Officer
of  the  Company.  Executive agrees to devote his full  time  and
efforts to promote the interests of the Company.
   Duties  and  Responsibilities.  Executive shall  perform  such
duties and exercise such supervision and authority over and  with
regard to the business of the Company as are similar in nature to
those  duties  and  services  customarily  associated  with   the
position of Chief Operating Officer.
  Base of Operation.  Executive's principal base of operation for
the  performance  of his duties and responsibilities  under  this
Agreement  shall be the offices of the Company in New  York,  New
York or the Company's offices in Secaucus, New Jersey, or at such
other  office  location  for senior management  utilized  by  the
Company  from  time  to time; provided, however,  that  Executive
shall  perform such duties and responsibilities not  involving  a
permanent  transfer of his base of operation outside of  the  New
York metropolitan area at such other places as shall from time to
time   be   reasonably  necessary  to  fulfill  his   obligations
hereunder.

                              Term
  Term.  5.The term of this Agreement (the "Term") shall commence
on the Effective Date and shall continue until December 31, 2003.
Except  as  expressly provided herein, the  terms  of  the  Prior
Agreement  shall  govern  the  employment  relationship   between
Executive and the Company until December 31, 2000.
  Executive  represents and warrants to the Company that  to  the
best of his knowledge, neither the execution and delivery of this
Agreement nor the performance of his duties hereunder violates or
will violate the provisions of any other agreement to which he is
a party or by which he is bound.

                    Compensation and Expenses
   Salary.  As compensation and consideration for the performance
by  Executive of his obligations under this Agreement,  Executive
shall  be entitled to and the Company shall pay Executive a  base
salary  during  each year of the Term (each,  a  "Base  Salary"),
payable in accordance with the normal payment procedures  of  the
Company  and  subject  to  such  withholdings  and  other  normal
employee deductions as may be required by law, as follows:
$600,000 during fiscal year 2001;
$650,000 during fiscal year 2002; and
$700,000 during fiscal year 2003.
  Bonuses and Other Compensation.
Executive's  Target  Bonus for each fiscal year  of  the  Company
which  ends during the Term (each, a "Fiscal Year") shall be  50%
of  Base  Salary.   The amount of bonus to which Executive  shall
actually be entitled for each Fiscal Year, if any, shall be equal
to  the  percentage of Executive's Base Salary for the applicable
Fiscal  Year that corresponds to the amount by which Actual  Pre-
Tax Income either exceeds or is less than Budgeted Pre-Tax Income
for  the  applicable  Fiscal  Year, as  indicated  on  the  Bonus
Schedule below; provided that, if no bonus is earned by Executive
for  a  Fiscal Year, the Company in its discretion  may  grant  a
bonus  of  up to 25% of Executive's Target Bonus (i.e., 12.5%  of
Base  Salary) based on the achievement of personal  goals  to  be
agreed  upon by Executive and the Chief Executive Officer of  the
Company.
Actual Pre-Tax Income for each Fiscal Year shall be the Company's
pre-tax  income determined in accordance with generally  accepted
accounting  principles  and the Company's  historical  practices.
Budgeted  Pre-Tax  Income  shall be an amount  approved  for  the
applicable  Fiscal Year by the Board of Directors of the  Company
(the   "Board")  in  its  discretion,  which  amount   shall   be
communicated  to  the  Executive  each  Fiscal  Year.   All  such
determinations by the Board shall be final and binding.
                         Bonus Schedule
 Difference between Actual Pre-Tax Income        Bonus as a
            ("Actual PTI") and                  Percentage of
 Budgeted Pre-Tax Income ("Budgeted PTI")     Executive's Base
                                                   Salary
Actual PTI exceeds Budgeted PTI by 20% or more       100%
Actual PTI exceeds Budgeted PTI by 10% to 19.9%       75%
Actual PTI equals Budgeted PTI or exceeds
Budgeted PTI by 0.1% to 9.9%                          50%
Budgeted PTI exceeds Actual PTI by up to 10%          25%
Budgeted PTI exceeds Actual PTI by more than 10%       0%
  Benefits.
Executive shall participate during the Term in such pension, life
insurance, health, disability and major medical insurance  plans,
and  in  such other employee benefit plans and programs, for  the
benefit  of  the employees of the Company, as may  be  maintained
from time to time during the Term, in each case to the extent and
in  the  manner  available to other officers of the  Company  and
subject to the terms and provisions of such plans or programs and
to  the Company's right to amend, modify or terminate such  plans
or programs.
Executive shall be entitled to a reasonable paid vacation  period
(but not necessarily consecutive vacation weeks) during the Term.
   Automobile Allowance.  The Company will reimburse Executive in
an  amount  not  to exceed $1200 per month during  the  Term  for
automobile  expenses  incurred by  him  in  connection  with  the
performance  of  his duties hereunder during the  Term,  subject,
however,  to  the Company's policies relating to business-related
expenses as in effect from time to time during the Term.
   Other  Expenses.   The  Company will reimburse  Executive  for
reasonable   business-related  expenses  incurred   by   him   in
connection  with  the performance of his duties hereunder  during
the Term, subject, however, to the Company's policies relating to
business-related expenses as in effect from time to  time  during
the Term.
  Stock Option Award.  The Company will grant Executive an option
to  purchase ten thousand (10,000) shares of the Company's common
stock on the Effective Date (exercisable at the fair market value
of  such stock on the date of grant) and on each anniversary date
of  the  Effective Date, pursuant to the Company's then  existing
employee  stock option plan, provided Executive remains  employed
with  the  Company  through such date under  the  terms  of  this
Agreement.
   Taxes.   All compensation herein is subject to withholding  of
all  taxes  payable  with  respect  thereto  and  deductions  for
insurance contributions as applicable.

                        Exclusivity, Etc.
    Exclusivity.   Executive  agrees  to  perform   his   duties,
responsibilities and obligations hereunder efficiently and to the
best  of  his ability.  Executive agrees that he will devote  his
entire working time, care and attention and best efforts to  such
duties,  responsibilities and obligations  throughout  the  Term.
Executive  also  agrees  that he will not  engage  in  any  other
business  activities, whether or not pursued for gain, profit  or
other   pecuniary  advantage,  that  are  competitive  with   the
activities  of  the Company.  Executive agrees that  all  of  his
activities  as an employee of the Company shall be in  conformity
with  all present and future policies, rules and regulations  and
directions of the Company not inconsistent with this Agreement.
   Other Business Ventures.  Executive agrees that, so long as he
is  employed  by  the  Company, he  will  not  own,  directly  or
indirectly, any controlling or substantial stock or other  benefi
cial interest in any business enterprise which is engaged in,  or
competitive  with,  any  business  engaged  in  by  the  Company.
Notwithstanding  the foregoing, Executive may  own,  directly  or
indirectly,  up to 10% of the outstanding capital  stock  of  any
business having a class of capital stock which is traded  on  any
national stock exchange or in the over-the-counter market.
  Confidentiality; Non-solicitation.
Executive  agrees that he will not, at any time during  or  after
the  Term,  make  use  of or divulge to any other  person,  firm,
corporation  or  other  entity  any  trade  or  business  secret,
process,   method   or  means,  or  any  other  confidential   or
proprietary  information concerning the business or  policies  of
the  Company  which  he may have learned in connection  with  his
employment hereunder.  For purposes of this Agreement,  a  "trade
or  business  secret,  process, method or  means,  or  any  other
confidential or proprietary information" shall mean  and  include
written information treated as confidential or as a trade  secret
by the Company.  Executive's obligation under this Section 4.3(a)
shall  not  apply to any information which (i) is known publicly;
(ii)  is  in  the  public domain or hereafter enters  the  public
domain  without  the  fault  of  Executive;  (iii)  is  known  to
Executive  prior  to  his receipt of such  information  from  the
Company, as evidenced by written records of Executive or (iv)  is
hereafter  disclosed to Executive by a third party not  under  an
obligation of confidence to the Company.  Executive agrees not to
remove from the premises of the Company, except as an employee of
the  Company in pursuit of the business of the Company or  except
as specifically permitted in writing by the Company, any document
or  other  object containing or reflecting any such  confidential
information.   Executive recognizes that all such  documents  and
objects, whether developed by him or by someone else, will be the
sole exclusive property of the Company.  Upon termination of  his
employment  hereunder, Executive shall forthwith deliver  to  the
Company  all  such  confidential information,  including  without
limitation  all  lists  of  customers, correspondence,  accounts,
records and any other documents or property made or held  by  him
or  under  his control in relation to the business or affairs  of
the  Company,  and  no copy of any such confidential  information
shall be retained by him.  Executive further agrees that he  will
not  at any time during or after the Term make any statements  or
comments  of a defamatory or disparaging nature to third  parties
regarding  the Company or its officers, directors,  personnel  or
products.
(i)  While the Executive is employed by the Company, (ii)  during
the  period in which the Executive receives payments as set forth
in  Section  5.6  hereof  following a  Wrongful  Termination  (as
defined herein), and (iii) for a period of one (1) year following
termination  of  the Executive's employment by  the  Company  for
Cause (as defined herein) or by the Executive for other than Good
Reason  (as defined herein), the Executive shall not directly  or
indirectly,  whether  as  an  employee,  consultant,  independent
contractor, partner, joint venturer or otherwise, (A) solicit  or
induce, or in any manner attempt to solicit or induce, any person
employed  by,  or  as  agent of, the Company  to  terminate  such
person's  contract of employment or agency, as the case  may  be,
with the Company or (B) divert, or attempt to divert, any person,
concern, or entity from doing business with the Company, nor will
he  attempt to induce any such person, concern or entity to cease
being a customer or supplier of the Company.
Executive  agrees that, at any time and from time to time  during
and  after the Term, he will execute any and all documents  which
the  Company  may  deem reasonably necessary  or  appropriate  to
effectuate the provisions of this Section 4.3.
   Covenant Not to Compete.  (a) While the Executive is  employed
by  the  Company,  (b) during the period in which  the  Executive
receives payments as set forth in Section 5.6 hereof following  a
Wrongful  Termination  and  (c) for a  period  of  one  (1)  year
following  termination  of  the  Executive's  employment  by  the
Company for Cause or by the Executive for other than Good Reason,
the  Executive  will not, directly or indirectly, whether  as  an
executive,  agent,  officer,  director,  consultant,  independent
contractor, partner, joint venturer or otherwise, own (other than
the  ownership of not more than ten percent (10%) of the  capital
stock  or  equity of any entity the capital stock  or  equity  of
which   is   publicly  traded),  manage,  operate,  control,   or
participate  in the ownership, management, operation  or  control
of, or authorize the use of the Executive's or the Company's name
by,  or  be  connected  in any manner with, any  business,  firm,
partnership,  corporation,  limited liability  company  or  other
entity,  that engages in business activities of the type  carried
on by the Company (including its subsidiaries) either at the date
hereof or on the date of such termination of employment.
   Enforcement.  The existence of a claim or cause of  action  by
Executive  against the Company shall not constitute a defense  to
the  Company's  enforcement of the provisions of Article  IV  but
such claim or cause of action shall be determined separately.

                           Termination
   Termination by the Company.  The Company shall have the  right
to  terminate the Executive's employment at any time for "Cause".
For  purposes of this Agreement, "Cause" shall mean (i) continued
failure  by  the Executive to perform his duties hereunder,  (ii)
the  commission of a felony or any other act involving dishonest,
fraudulent  or  unethical  conduct,  (iii)  any  breach  of   any
statutory or common law duty of loyalty to the Company,  or  (iv)
any  willful or intentional act of the Executive that has or  can
reasonably  be  expected  to  have the  effect  of  injuring  the
reputation  or business of the Company or its affiliates  in  any
material  respect.  In the case of the failure set forth  in  (i)
above,  Executive shall be given notice by the Company specifying
in  detail  the  particular act or failure to act  on  which  the
Company  is  relying  to terminate him for Cause,  and  Executive
shall  have a period of thirty (30) days to cure any such act  or
failure  to act unless such act or failure to act is  part  of  a
pattern of continued misconduct or undertaken in bad faith.
   Death.   In  the  event Executive dies during the  Term,  this
Agreement shall automatically terminate, such termination  to  be
effective on the date of Executive's death.
   Disability.   In  the  event that  Executive  shall  suffer  a
disability   which  shall  have  prevented  him  from  performing
satisfactorily his obligations hereunder for a period of at least
ninety (90) consecutive days, the Company shall have the right to
terminate  this Agreement, such termination to be effective  upon
the  giving  of  notice thereof to Executive in  accordance  with
Section 6.3 hereof.
   Termination  by  Executive for Good Reason.   The  Executive's
employment may be terminated during the Term by the Executive for
Good Reason, by giving sixty (60) days advance written notice  to
the  Company.  Such notice shall specify in detail the particular
acts  or omissions on which the Executive is relying to terminate
his  employment  for Good Reason, and the Company  shall  have  a
period of thirty (30) days to cure any such act or failure to act
unless such act or failure is incapable of cure.  For purposes of
this  Agreement,  the  following circumstances  shall  constitute
"Good Reason":
the assignment to the Executive of any duties inconsistent in any
material   respect  with  the  Executive's  position,  (including
status, offices, titles and reporting requirements), or with  his
authority, duties or responsibilities as contemplated by  Section
1.1  or 1.2 of this Agreement, or any other action by the Company
or  its  successor  which  results in a  material  diminution  or
material  adverse  change  in such position,  status,  authority,
compensation, duties or responsibilities;
any  material  breach  by the Company or  its  successor  of  the
provisions of this Agreement;
any  failure  by  the Company to comply with and satisfy  Section
6.2(b) of this Agreement; or
a  relocation of Executive's principal base of operation  to  any
location  other  than  the  locations described  in  Section  1.3
hereof.
In the event that the Executive's employment is terminated by the
Executive  for  other than Good Reason, the Executive  agrees  to
give sixty (60) days advance written notice to the Company.
    Termination   by  Executive  Upon  Change  in  Control.   The
Executive's employment may be terminated during the Term  by  the
Executive  for  Good  Reason following a Change  in  Control,  by
giving  sixty  (60)  days written notice  to  the  Company.   For
purposes  of  this  Agreement, the following circumstances  shall
constitute a "Change in Control":
the  acquisition by any individual, entity or group  (within  the
meaning  of  Section  13(d)(3)  or  14(d)(2)  of  the  Securities
Exchange  Act  of  1934,  as  amended (the  "Exchange  Act"))  (a
"Person") of beneficial ownership (within the meaning of Rule 13d-
3  promulgated under the Exchange Act) of 50% or more (on a fully
diluted basis) of either (i) the then outstanding shares  of  Com
mon  Stock of the Company, taking into account as outstanding for
this  purpose  such common stock issuable upon  the  exercise  of
options or warrants, the conversion of convertible stock or debt,
and  the  exercise  of any similar right to acquire  such  common
stock  or  (ii) the combined voting power of the then outstanding
voting  securities of the Company entitled to vote  generally  in
the  election of directors; provided, however, that for  purposes
of  this  subsection  (a), the following acquisitions  shall  not
constitute  a  Change in Control:   (i) any  acquisition  by  the
Company or any "affiliate" of the Company, within the meaning  of
17  C.F.R.  230.405 (an "Affiliate"), or (ii) any acquisition  by
any  employee  benefit  plan  (or  related  trust)  sponsored  or
maintained by the Company or any Affiliate of the Company;
consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of
the Company; or
approval  by  the  shareholders of  the  Company  of  a  complete
liquidation or dissolution of the Company.
  Effect of Termination.
In  the  event of termination of Executive's employment by either
party  for any reason, or by reason of the Executive's  death  or
disability,   the  Company  shall  pay  to  Executive   (or   his
beneficiary in the event of his death) any base salary  or  other
compensation  earned  but  not paid to  Executive  prior  to  the
effective date of such termination.
In  the event of termination of Executive's employment (i) by the
Company other than for Cause or (ii) by Executive for Good Reason
(each,  a "Wrongful Termination"), the Company shall continue  to
pay to Executive the Executive's Base Salary through the eighteen
month   anniversary  date  of  the  termination  of   Executive's
employment in accordance with Section 3.1 hereof and shall pay to
Executive  an amount equal to Executive's then current bonus,  in
twelve  equal  monthly installments following the  date  of  such
termination.   For this purpose, Executive's then  current  bonus
shall  be 40% of Executive's Base Salary for the Fiscal  Year  of
the  Company within which such termination occurs.  In  addition,
upon  any  Wrongful  Termination,  all  outstanding  options   to
purchase Common Stock granted to Executive under the Kenneth Cole
Productions 1994 Stock Option Plan (the "Stock Option  Plan")  or
otherwise shall become immediately vested and exercisable.
In   the  event  of  termination  of  Executive's  employment  by
Executive  for  Good Reason following a Change  in  Control,  the
Company  shall  pay  to  Executive, in addition  to  the  amounts
described in Section 5.6(a) hereof, an amount equal to one year's
then  current Base Salary and then current bonus, in twelve equal
monthly installments following the date of such termination.  For
this  purpose,  Executive's then current bonus shall  be  40%  of
Executive's Base Salary for the Fiscal Year of the Company within
which  such  termination  occurs.  In  addition,  upon  any  such
termination,  all  outstanding options to purchase  Common  Stock
granted  to  Executive under the Stock Option Plan  or  otherwise
shall become immediately vested and exercisable.
In the event any payment or benefit received or to be received by
Executive  pursuant  to this Agreement or any other  compensation
plan  or  agreement  between Executive and  the  Company  or  its
affiliates  in  connection with a Change in Control  ("Change  in
Control  Payments") would not be deductible in whole or  in  part
for  federal income tax purposes by reason of Section 280G of the
Internal  Revenue  Code of 1986, as amended  (the  "Code"),  such
Change  in  Control Payments may, in the sole discretion  of  the
Committee, be reduced by the minimum amount necessary to preserve
the  deductibility  of  such Change  in  Control  Payments.   For
purposes  of  this limitation, (i) no portion of  the  Change  in
Control  Payments  shall  be taken into  account  which,  in  the
opinion  of  tax  counsel selected by the Company and  reasonably
acceptable  to  the  Executive, does  not  constitute  an  excess
parachute payment within the meaning of Section 280G(b)(2) of the
Code;  (ii)  in  the event the Compensation Committee  elects  to
reduce  the  Change  in Control Payments, the Change  in  Control
Payments  shall be reduced only to the extent necessary  so  that
the Change in Control Payments are not subject to disallowance of
deductions,  in  the opinion of the tax counsel  referred  to  in
clause  (i); and (iii) the value of any non-cash benefit  or  any
deferred  payment  or benefit included in the Change  in  Control
Payments   shall  be  determined  by  the  Company's  independent
auditors  in accordance with the principles of Section 280G(b)(3)
and (4) of the Code and the regulations thereunder.
Except  as  expressly  provided in  Section  5.6(b)  and  Section
5.6(c),  Executive's rights upon termination of  employment  with
respect  to  option awards received under the Stock  Option  Plan
shall be governed by the terms and conditions of the Stock Option
Plan  and  any  option agreements entered into by Executive  with
respect to such awards.

                          Miscellaneous
   Life  Insurance.  Executive agrees that the Company may  apply
for  and secure and own insurance on Executive's life (in amounts
determined by the Company).  Executive agrees to cooperate  fully
in  the application for and securing of such insurance, including
the   submission  by  Executive  to  such  physical   and   other
examinations, and the answering of such questions and  furnishing
of  such  information by Executive, as may  be  required  by  the
carrier(s)  of such insurance.  Notwithstanding anything  to  the
contrary  contained herein, the Company shall not be required  to
obtain  any  insurance for or on behalf of Executive,  except  as
provided in Section 3.3(a) hereof.
  Benefit of Agreement; Assignment; Beneficiary.
This  Agreement shall inure to the benefit of and be binding upon
the  Company  and its successors and assigns, including,  without
limitation,  any corporation or person which may acquire  all  or
substantially all of the Company's assets or business, or with or
into  which  the  Company may be consolidated  or  merged.   This
Agreement  shall also inure to the benefit of, and be enforceable
by,  the  Executive  and  his personal or legal  representatives,
executors,   administrators,  successors,  heirs,   distributees,
devisees  and  legatees.  If the Executive should die  while  any
amount  would still be payable to the Executive hereunder  if  he
had  continued  to  live,  all such  amounts  shall  be  paid  in
accordance  with  the terms of this Agreement to the  Executive's
beneficiary, devisee, legatee or other designee, or if  there  is
no such designee, to the Executive's estate.
The  Company  shall  require  any successor  (whether  direct  or
indirect, by operation of law, by purchase, merger, consolidation
or  otherwise) to all or substantially all of the business and/or
assets  of  the Company to expressly assume and agree to  perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place.
   Notices.  Any notice required or permitted hereunder shall  be
in   writing  and  shall  be  sufficiently  given  if  personally
delivered  or  if sent by telegram or telex or by  registered  or
certified  mail, postage prepaid, with return receipt  requested,
addressed:   (a)  in  the  case of the Company  to  Kenneth  Cole
Productions,  Inc.,  152 West 57th Street, New  York,  New  York,
Attention:   President, or to such other address  and/or  to  the
attention of such other person as the Company shall designate  by
written notice to Executive; and (b) in the case of Executive, to
Paul  Blum, 142 High Street, Hastings-On-Hudson, New York  10706,
or  to such other address as Executive shall designate by written
notice  to  the  Company.  Any notice given  hereunder  shall  be
deemed  to have been given at the time of receipt thereof by  the
person to whom such notice is given.
   Entire  Agreement;  Amendment.  This  Agreement  contains  the
entire agreement of the parties hereto with respect to the  terms
and  conditions  of Executive's employment during  the  term  and
supersedes  any  and  all  prior agreements  and  understandings,
whether  written or oral, between the parties hereto with respect
to  compensation  due  for  services  rendered  hereunder.   This
Agreement  may not be changed or modified except by an instrument
in  writing signed by both of the parties hereto, except that the
Company reserves the right in its sole discretion to make changes
at any time to the other documents, plans and policies referenced
in  this Agreement.  The parties agree that nothing herein  shall
give  rise to any obligations with respect to the Prior Agreement
and they expressly waive any rights they may have with respect to
the  replacement and termination of the Prior Agreement  by  this
Agreement.
   Waiver.   The  waiver  by either party  of  a  breach  of  any
provision of this Agreement shall not operate or be construed  as
a  continuing  waiver  or  as  a consent  to  or  waiver  of  any
subsequent breach hereof.
   Headings.   The  Article and Section headings herein  are  for
convenience of reference only, do not constitute a part  of  this
Agreement and shall not be deemed to limit or affect any  of  the
provisions hereof.
   Governing  Law.   This Agreement shall  be  governed  by,  and
construed  and interpreted in accordance with, the internal  laws
of  the State of New York without reference to the principles  of
conflict  of laws.  Should any disagreement, claim or controversy
arise between the Executive and the Company with respect to  this
Agreement or the termination hereof, the same shall be settled by
arbitration  in New York, New York before a single arbitrator  in
accordance with the Commercial Arbitration Rules of the  American
Arbitration  Association, and the award of  the  arbitrator  with
respect  to  a  termination pursuant to this Agreement  shall  be
enforceable in any court of competent jurisdiction and  shall  be
binding upon the parties hereto, except that the Company may seek
equitable  relief with respect to any breaches of Article  IV  of
this Agreement.
  Agreement to Take Actions.  Each party hereto shall execute and
deliver  such  documents,  certificates,  agreements  and   other
instruments,  and  shall  take such  other  actions,  as  may  be
reasonably necessary or desirable in order to perform his or  its
obligations  under this Agreement or to effectuate  the  purposes
hereof.
   Attorneys'  Fees.   In the event of any arbitration  or  legal
proceeding between the parties hereto arising out of the  subject
matter  of  this  Agreement, including  any  such  proceeding  to
enforce any right or provision hereunder, which proceeding  shall
result  in  the rendering by an arbitration panel or court  of  a
decision  in  favor  of  Executive,  the  Company  shall  pay  to
Executive  all costs and expenses incurred therein by  Executive,
including, without limitation, reasonable attorneys' fees,  which
costs, expenses and attorneys' fees shall be included in and as a
part  of  any  award or judgment rendered in such arbitration  or
legal proceeding.
   Survivorship.   The respective rights and obligations  of  the
parties hereunder shall survive any termination of this Agreement
to  the  extent  necessary to the intended preservation  of  such
rights and obligations.
  Validity.
The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability
of  any  other  provision or provisions of this Agreement,  which
shall remain in full force and effect.
If  the  event  that  any  of the provisions  of  this  Agreement
relating to the temporal scope of the covenants contained  herein
shall  be declared by a court of competent jurisdiction to exceed
the  maximum  restrictiveness such court deems enforceable,  such
provision shall be deemed, for purposes of the proceedings before
such  court,  to  be  replaced herein by the maximum  restriction
deemed enforceable by such court.
   Counterparts.  This Agreement may be executed in one  or  more
counterparts, each of which shall be deemed to be an original but
all   of  which  together  will  constitute  one  and  the   same
instrument.
IN  WITNESS WHEREOF, each of the parties hereto has duly executed
this Agreement as of the date first above written.
                              KENNETH COLE PRODUCTIONS, INC.

                              By:
                                   Name:
                                   Title:

                                   ______________________________
                                   Paul Blum

<PAGE>

                                     Kenneth Cole
                                     Productions, Inc.
                                     Exhibit 21.01


List of Subsidiaries                                 State of Incorporation

Cole 57th. Street, LLC                               Delaware
Cole 610 Fifth Avenue, LLC                           Delaware
Cole Amsterdam, B.V.                                 Amsterdam
Cole Amsterdam, Inc.                                 Delaware
Cole Aspen, Inc.                                     Deleware
Cole Boca, Inc.                                      Florida
Cole Broadway, Inc.                                  New York
Cole Cabazon, Inc.                                   California
Cole Camarillo, LLC                                  Delaware
Cole Carlsbad, Inc.                                  Delaware
Cole Century City, Inc.                              California
Cole Chestnut, Inc.                                  Delaware
Cole Clinton, Inc.                                   Connecticut
Cole Copley, Inc.                                    Massachusetts
Cole Dadeland, Inc.                                  Florida
Cole Dawsonville, Inc.                               Delaware
Cole Destin, Inc.                                    Florida
Cole Fashion Valley, Inc.                            Delaware
Cole Forum, Inc.                                     Delaware
Cole Franklin, Inc.                                  Delaware
Cole Galleria, Inc.                                  Delaware
Cole Garden State, Inc.                              Delaware
Cole Georgetown, Inc.                                District of Columbia
Cole Grand Central, Inc.                             Delaware
Cole Grant, Inc.                                     Delaware
Cole Honolulu, Inc.                                  Delaware
Cole Houston, Inc.                                   Delaware
Cole Jersey Gardens LLC                              Delaware
Cole Katy, LLC                                       Delaware
Cole Las Vegas, Inc.                                 Delaware
Cole Leesburg, Inc.                                  Delaware
Cole Michigan Avenue, Inc.                           Delaware
Cole Napa, Inc.                                      California
Cole New Orleans, Inc.                               Delaware
Cole Newbury, Inc.                                   Massachusetts
Cole NorthPark, Inc.                                 Texas
Cole Oakbrook, Inc.                                  Delaware
Cole Orlando, Inc.                                   Delaware
Cole Orlando, LLC                                    Delaware
Cole Pentagon, Inc.                                  Virginia
Cole Phipps, Inc.                                    Georgia
Cole Pike, Inc.                                      Delaware
Cole Productions, Inc.                               Delaware
Cole Reading Outlet, Inc.                            Pennsylvania
Cole Riverhead, Inc.                                 Delaware
Cole Roosevelt, Inc.                                 New York
Cole Santa Monica, Inc.                              Delaware
Cole Sawgrass, Inc.                                  Florida
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 Tempe, LLC                                      Delaware
Cole Tyson, Inc.                                     Virginia
Cole Venetian, LLC                                   Delaware
Cole Viejo LLC                                       Delaware
Cole Waikele, Inc.                                   New York
Cole Walnut Street, Inc.                             Delaware
Cole West Palm Beach, LLC                            Delaware
Cole Westchester, Inc.                               New York
K.C.P.L., Inc.                                       Delaware
Kenneth Cole (BVI) Company Limited                   British Virgin Islands
Kenneth Cole (BVI) Company, Ltd.                     British Virgin Islands
Kenneth Cole Catalog, Inc.                           Virginia
Kenneth Cole Financial Services, Inc.                New Jersey
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, Inc.                          Delaware
Kenneth Cole Woodbury, Inc.                          Delaware
Kenneth Cole, Inc.                                   New York
Kenneth Productions, Inc.                            Delaware
Kenth Ltd.                                           Hong Kong
Riviera Holding, LLC                                 Delaware
<PAGE>

                                              Exhibit
 23.01



                  CONSENT OF ERNST & YOUNG LLP


 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  and  Registration Statement (Form S-8 No.  33-31868)
 pertaining to the Kenneth Cole Productions, Inc.  Employee
 Stock  Purchase Plan of our report dated March  13,  2001,
 with respect to the consolidated financial statements  and
 schedule  of  Kenneth Cole Productions, Inc., included  in
 the  Annual Report (Form 10-K) for the year ended December
 31,   2000,   filed  with  the  Securities  and   Exchange
 Commission.




                                    ERNST & YOUNG LLP




 New York, New York
 March 27, 2001