UNITED STATES 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, 2002     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 (the "Act") 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)

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

       Aggregate  market  value  of  the  voting  stock  held  by
nonaffiliates  of the registrant as of the close of  business  on
June 28, 2002:  $ 303,999,573

      Number  of shares of Class A Common Stock, $.01 par  value,
outstanding as of the close of business on
March 26, 2003:  11,150,476

       Number of shares of Class B Common Stock, $.01 par  value,
outstanding as of the close of business on
March 26, 2003:  8,291,497

               DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of Form 10-K is incorporated
herein   by  reference  to  the  Registrant's  definitive   proxy
statement  to be mailed to the shareholders of the Registrant  by
April 22, 2003.
<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 II

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                                           24

Item 8  Financial Statements and Supplementary Data           24

Item 9  Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure                   24

                              PART III

Item 10 Directors and Executive Officers of the Registrant    25

Item 11 Executive Compensation                                25

Item 12 Security Ownership of Certain Beneficial Owners
        and Management and Related Shareholder Matters        25

Item 13 Certain Relationships and Related Transactions        25

Item 14 Controls and Procedures                               25

                              PART IV

Item 15 Exhibits, Financial Statement Schedules and
        Reports on Form 8-K                                   26
<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, future licensee  sales
growth,   store   expansion  and  openings,  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  and  are  subject  to  certain  risks  and
uncertainties.    Should  one  or  more   of   these   risks   or
uncertainties materialize or should underlying assumptions  prove
incorrect,   actual  results  may  vary  materially  from   those
anticipated, estimated or projected.

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

General

  Kenneth Cole Productions, Inc., incorporated in September 1982,
designs,  sources  and markets a broad range of fashion  footwear
and handbags and, through license agreements, designs and markets
apparel and accessories under its Kenneth Cole New York, 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 4,500 department
and  specialty store locations, as well as through  its  Consumer
Direct  business, which includes an expanding base of retail  and
outlet   stores,  consumer  catalogs  and  interactive  websites,
including on-line e-commerce.  The Company believes the diversity
of  its  product  offerings distinguishes the  Company  from  its
competitors  in terms of product classifications (men's,  women's
and  children's  footwear,  handbags, apparel  and  accessories),
prices (from ''better'' to ''moderate'') and styling. The Company
believes the diversity of its product mix provides balance to its
overall  product sales and business planning and increases  sales
opportunities  to  wholesale  customers  who  do  not  carry  the
Company's full range of products.

   The popularity of the Kenneth Cole brand names among consumers
has  enabled  the  Company to expand its  product  offerings  and
channels of distribution through licensing agreements and  offers
through  these agreements 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  and  small  leather goods.  Women's  product  categories
currently  being  sold  pursuant to  license  agreements  include
sportswear,  small  leather  goods,  belts,  scarves  and  wraps,
hosiery,  leather  and  fabric  outerwear,  sunglasses,   optical
eyewear, watches, jewelry and luggage.  In addition, during  2002
the  Company  launched  men's and women's  fragrances  under  the
Kenneth  Cole New York brand and boys' apparel under the Reaction
Kenneth  Cole,  further  broadening the  Kenneth  Cole  lifestyle
collection.

Business Growth Strategies

   The  Company's  strategy  is to continue  to  build  upon  the
strength of its lifestyle brand franchise, which is comprised  of
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 of its brands in the  future.
This   approach  will  facilitate  the  broadening   of   product
offerings,  attract new customers and further enable the  Company
to address a wider variety of customers' needs, both domestically
and   internationally.    By  combining  retail   and   wholesale
merchandising functions, the Company is in a better  position  to
respond   quickly  to  market  changes,  thereby  enabling   each
wholesale  division  to deliver appropriate fashions  in  a  more
timely and effective manner.  This approach has been effective in
maintaining  the  strength  of the  Kenneth  Cole  New  York  and
Reaction  Kenneth Cole branded footwear businesses 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   Company's   existing
Wholesale  and  Licensing businesses.  The Company believes  that
the  sale of footwear, handbags and licensed products through its
consumer  direct  channels  of  distribution  increases  consumer
awareness of the Company's brands, reinforces the Company's image
and  builds brand equity.  Wholesale customers in cities  with  a
Kenneth  Cole retail presence have consistently performed  better
than  wholesale customers in cities without a Kenneth Cole retail
presence.

   The  Company continues to pursue opportunities to  expand  its
retail  store operations.  As of December 31, 2002,  the  Company
operated  80 specialty retail and outlet stores as compared  with
77  stores as of December 31, 2001. The Company plans to open  or
expand  approximately  5  to 9 stores in 2003,  expanding  retail
square  footage by approximately 10%.  This anticipated expansion
includes  outlet  stores,  which provide  opportunities  for  the
Company  to  sell  excess  and  out-of-season  merchandise.    To
accommodate  the  Company's diversity of product  offerings,  the
Company  continues  to open stores on an opportunistic  basis  as
well  as  expand smaller current locations where retail space  is
available.   The  Company believes that its  retail  stores  will
generate  increased sales and profitability as the  stores  allow
for  a  true cross-section of both Company and licensee products,
enabling the Company to present the broad lifestyle offering that
consumers  want to see.   As it expands its retail business,  the
Company  expects to realize certain economies in several  selling
and administrative expense areas.

  In an effort to capitalize on opportunities and reduce business
risk,  the  Company opened Reaction Kenneth Cole  retail  stores.
The  Company currently operates two Reaction Kenneth Cole  stores
as  of  December 31, 2002 and expects to open additional Reaction
Kenneth  Cole  stores in 2003.  The Company believes  this  model
provides significant growth potential since the Reaction  Kenneth
Cole  brand enjoys strong consumer support as evidenced by growth
at   retail  through  the  Company's  wholesale  operations   and
expansion of the Company's licensee product categories within the
brand.

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

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

  Licensing/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
small in their individual product classifications and the Company
believes they hold impressive growth potential.

    The   Company  chooses  its  licensing  partners  with  care,
considering  many  factors,  including  the  strength  of   their
sourcing  and  distribution  abilities,  thereby  attempting   to
maintain  the  same value and style that Kenneth  Cole  customers
have  come  to expect. During 2001, the Company grew  its  market
share  in both men's and women's apparel businesses and began  to
penetrate  new  price  tiers with Reaction Kenneth  Cole  branded
products during 2002.  The Company believes that women's  apparel
will  further define and enhance the Company's brands,  improving
its ability to deliver exactly what the Company's customers seek.
Menswear   has   sustained  growth  despite  difficult   economic
conditions  along with many accessory categories  even  as  these
businesses mature.  Based on the Company's successful  move  into
the  children's wholesale footwear market, Reaction Kenneth  Cole
boy's  apparel  was  launched during Fall  2002,  which  will  be
followed by girls' apparel.  The Company also launched fragrances
worldwide  with  a division of LVMH Moet Hennessy  Louis  Vuitton
("LVMH")  during  the Holiday 2002 season that it  believes  will
bring greater consumer acceptance to its brands both domestically
and   internationally.   The  Company  believes   LVMH's   global
marketing  strength  is a strategic extension  of  the  Company's
ability   to  increase  its  brand  awareness  through  licensing
partnerships.       During  2002,  the  Company  began  licensing
operations  in the United Kingdom and Korea, while expanding  its
retail  store  presence  in Asia and Latin  America  through  its
current  licensee  partners.   Internationally,  the  Company  is
committed   to  strategically  further  expanding   its   product
classifications  and  to continue to build growth  through  brand
awareness  and  diversity.  The Company  believes  its  strategic
licensing  relationships  are essential  to  the  growth  of  the
Company  both  domestically and abroad  as  a  lifestyle  branded
franchise.

   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  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 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 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,  and continues to provide  significant  growth
opportunities.   The Kenneth Cole New York product  offering  has
evolved  from  a  very trendy line into one  with  broad  appeal,
including  both  fashion-forward styling and  core  basics.   The
Company  continues to leverage the strength of its  name  through
brand  extensions (e.g., Kenneth Cole 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 approximately $140 to $225.  As versatile as  it  is
sophisticated, Kenneth Cole New York men's footwear may  be  worn
to  work,  for  special  occasions or  on  weekends  with  casual
clothes.

   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
approximately  $100 to $225.  Women's footwear is constructed  by
fine  leather  craftsmen  to  allow  the  customer  high  quality
designer  styling with value for the fashion conscious  woman  at
work or  in social gatherings.

   Kenneth Cole New York handbags are sleek designer bags offered
at affordable prices, generally made of quality leathers and sold
to the bridge-designer market at retail price points ranging from
approximately  $90 to $200.  The seasonal line  includes  certain
updated  styles that offer the customer high fashion bags,  which
are  accompanied  by tailored career bags for  the  sophisticated
urban consumer.

     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,  versatility, contemporary styling  and  value.   It  is
targeted  to  compete in the largest single category of  footwear
sold in department stores, women's "better", and the majority  of
the  line  retails  primarily in the $60  to  $100  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
approximately in the $80 to $135 price range.

    Reaction   Kenneth   Cole  handbags  are   designed   to   be
multifunctional with a contemporary look and are  primarily  made
of leather and non-leather technical fabrications, such as nylon,
microfiber and canvas.  Reaction Kenneth Cole handbags 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 approximately  $30
to $80.

    Reaction   Kenneth   Cole  children's   footwear,   primarily
manufactured  in  Brazil  and China, includes  dress  and  casual
footwear  sold  at price points ranging from $35 to  $50  and  is
targeted to boys and girls ages 6 to 12, who the Company believes
are  making  more of their own fashion choices than ever  before.
The  Company believes that 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 $45.  This addition has  improved
its  retail  presence and has further penetrated  the  children's
Reaction Kenneth Cole brand in the marketplace.

  Unlisted

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

   Unlisted  footwear  provides the young consumer  with  a  wide
selection  of footwear with contemporary styling and  quality  at
affordable prices.  Unlisted women's footwear includes  not  only
fashion  styles, but also evening styles, basic pumps and loafers
that  generally retail at price points ranging from  $35  to  $75
with approximately 60 styles per season.  Unlisted men's footwear
continues  brand  penetration through additional door  expansion,
continuing  its  strong growth, capitalizing on the  large  youth
consumer  base.  The line includes casual and evening assortments
with  a variety of fashion styles to compliment the selection  of
approximately 50 styles per season.  Unlisted men's  footwear  is
expected  to  appeal to a broader young men's market  with  shoes
that range at retail price points from $50 to $90.


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,
                           2002   2001    2000
<S>                       <C>     <C>     <C>
Wholesale                   55%     51%     58%
Consumer Direct             38      43      36
Licensing/International      7       6       6
                          -----   -----   -----
Total                      100%    100%    100%
                          =====   =====   =====
</TABLE>

Wholesale Operations

   The  Company  strives to provide affordable fashion  footwear,
handbags and accessories with consistent marketing and management
support  to  its wholesale customers. The Company  provides  this
support  by  producing strong image driven advertising,  offering
creative  quality  products  and maintaining  adequate  inventory
levels  of  new  products  as well as products  included  in  the
Company's  open stock program. The Company employs a sales  force
as well as corporate account specialists to sell its products and
to   manage  its  relationships  with  its  wholesale  customers,
including  analyzing  and monitoring their  selling  information.
The  Company  has  increased the size of  its  corporate  account
specialist's staff during 2002 and anticipates continued build up
in  2003, as it believes its investment in account specialists is
essential   to  the  maintenance  and  growth  of  its  wholesale
businesses.

   The  Company's  products are distributed to  more  than  1,700
wholesale accounts for sale in more than 4,500 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  Target  Corporation  (Marshall  Fields),   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, United Kingdom,  Mexico,  Hong  Kong,
Taiwan, South Korea, the Philippines, Singapore, Latin and  parts
of South America and the Caribbean.

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

  Private Label

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


Consumer Direct Operations

   Retail Operations

   The  Company continues to pursue opportunities to enhance  and
expand  its retail operations.  At December 31, 2002, the Company
operated  47  specialty retail stores and 31 outlet stores  under
the  Kenneth  Cole New York name and two specialty retail  stores
under the Reaction Kenneth Cole name.

   The  Company  believes  its specialty  retail  stores  develop
consumer  recognition of its brand names, provide a showcase  for
Kenneth  Cole  branded products marketed by the Company  and  its
licensees  and  enhance the Company's overall profitability.  The
Company  believes  that  these stores  complement  its  wholesale
business  by building brand awareness. In addition, Kenneth  Cole
retail  stores enable the Company to reach consumers  who  prefer
the  environment of a specialty store. Due to the success of  its
Kenneth Cole stores and the success of Reaction at wholesale, the
Company  opened its first Reaction stand-alone store in New  York
City during the second half of 2001 followed by a second store in
Florida  during 2002.  Approximately 30% 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 two retail  stores  and
closed one store in 2002 and plans to open or expand four to  six
new retail stores in 2003.

   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 two outlet stores in 2002 and has plans to open or
expand one to three outlet stores in 2003.

   The  success  of  the Company's new and existing  stores  will
depend on various factors, including the ongoing Middle East war,
the  possibility  of  additional terrorist  attacks  and  general
economic and business conditions affecting consumer spending, the
acceptance  by  consumers of the Company's  retail  concept,  the
ability  of  the  Company to manage successfully such  expansion,
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 are performed in the Company's distribution center in
New  Jersey.   In-house fulfillment 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 conduct  e-commerce
business.   The Company's e-commerce websites www.kennethcole.com
and www.reactiononline.com are continually enhanced to enable its
consumers  to  purchase directly from the Company  on-line.   The
Company  plans to continue to invest in the internet and emerging
technologies   and   believes  that   based   on   its   existing
merchandising, fulfillment and marketing capabilities, it is well
positioned to deliver an on-line commerce solution with nonpareil
customer  service.   The  Company also  maintains  two  toll-free
telephone  numbers  (1-800-KEN-COLE  and  1-800-UNLISTED),  which
provide customer service and answer product-related questions.

Licensing/International

  Licensing

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

   Licensees  range  from small to medium size  manufacturers  to
companies that are among the industry leaders in their respective
product  categories.   The  Company  selects  licensees  that  it
believes   can  produce  and  service  quality  fashion  products
consistent with the Kenneth Cole New York, 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.

   The  Company continues to capture significant shelf  space  in
better department stores for its men's apparel collection  as  it
further  rolls out tailored clothing, men's sportswear and  dress
shirts.   This  is an important step in further defining  Kenneth
Cole  as  a premier lifestyle brand as its distinctive  image  is
consistently  developed across an expanding number  of  products,
brands  and  markets.  Womenswear, was one of the Company's  most
improved categories during 2002 after brand launches in 2000  and
2001.   The Company's plans to compliment its mens and womenswear
lines  were further enhanced by children's apparel and  fragrance
launches during the Fall and Holiday 2002 seasons.  This will  be
followed  by  mens'  and  womens' fragrances  for  other  Company
brands,  whereby  the  Company  will  draw  upon  Kenneth  Cole's
creative  strength  and  the  marketing  resources  of  LVMH,  to
continue brand definition.

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

                            Kenneth Cole    Reaction
Product Category              New York    Kenneth Cole    Unlisted

Men's Tailored Clothing          X              X             X
Men's Sportswear                 X              X
Men's Neckwear                   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 Jewelry            X              X
Men's/Women's Hosiery            X              X
Men's/Women's Belts              X              X
Men's/Women's Watches            X              X             X
Men's/Women's Optical Frames     X              X
Men's/Women's Luggage/Briefcases X              X
Men's/Women's Sunglasses         X              X             X
Men's/Women's Fragrances         X              X             X
Children's Apparel                              X

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

  International

   The  Company  sells  its  products  through  distributors  and
licensees   to  wholesale  customers  and  direct  retailers   in
international  markets including Canada, United Kingdom,  Mexico,
Venezuela,  Ecuador,  Costa Rica, Peru, Panama,  Aruba,  Bahamas,
Curacao,  Colombia,  Dominican Republic, El Salvador,  Guatemala,
Haiti,  Honduras, Jamaica, St. Croix, Hong Kong,  Japan,  Taiwan,
the Philippines and Singapore, among others.

   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 six freestanding stores in these countries  as
well as several shop-in-shops.  Each store carries a selection of
the Company's merchandise, which is also available in the Kenneth
Cole  domestic retail stores.  During 2002, Dickson continued  to
renovate  its  stores,  while  opening  three  shop-in-shops   to
invigorate   the  current  Asian  presence.   In  addition,   the
Company's  continued  focus  on the  Asian  market  included  the
opening of five shop-in-shops with its new Korean licensee, Chiel
Industries,  a  division  of  Samsung  Industries,  and   another
freestanding  retail  store  in  the  Philippines,  through   the
Company's  Philippine licensee, Store Specialists, Inc. (Rustan's
Department Store).

   In North America, the Company, through licensing arrangements,
continues  to  sell  and  market its  products  in  Canada.   The
majority  of  product classifications available domestically  are
also  available  in Canada.  Currently, the Company  operates  in
Canada  through  three  licensees and the use  of  shop-in-shops.
During  2001,  a  licensing  agreement  was  executed  for  Latin
America.   The  Latin  American licensee agreement  covers  Latin
America,  South America and the Caribbean, with the exception  of
Brazil,  Argentina  and Uruguay.  In 2002 the  licensee  operated
free  standing stores in Margarita Island, Venezuela,  Guatemala,
and  Costa  Rica  to  Panama,  Ecuador,  Peru,  Colombia  and  El
Salvador,  as  well  as  continuing  to  grow  in  its  wholesale
distribution throughout the region

   In  Europe,  the  Company  owns  and  operates  one  store  in
Amsterdam, and through a licensing agreement, operates two stores
in London and sells footwear and handbags to 30 department stores
within the United Kingdom.

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

Design

   Kenneth D. Cole, Chairman and Chief Executive Officer, founded
the  Company  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 two to four  months.  Once  the
initial  design  is complete, a prototype is developed,  reviewed
and refined prior to commencement of production.

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

Sourcing

    The  Company  does  not  own  or  operate  any  manufacturing
facilities  and  sources its branded and private  label  products
directly  or indirectly through independently owned manufacturers
in  Italy,  Spain, Brazil, 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
54%  of  total  handbag purchases came from one  manufacturer  in
China  during 2002, while 36% of handbag purchases by the Company
were sourced through one agent utilizing many different factories
in  China during 2001.  In addition, 40% and 44% of Kenneth  Cole
and  Reaction  Kenneth Cole men's footwear and  38%  and  33%  of
Kenneth  Cole  ladies' footwear were produced by one manufacturer
for  each gender, utilizing several different factories in  Italy
in  2002  and 2001, 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 the product is new  or
is  currently  in production. Throughout the production  process,
the  Company monitors product quality through inspections at both
the  factories and upon receipt at its warehouses. To reduce  the
risk of overstocking, the Company monitors sell-through data on a
weekly  basis  and seeks input on product demand  from  wholesale
customers to adjust production 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 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  with  the Fall 2001 season, returned  to  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
trade  show  sales tools and consumer catalogs  which  feature  a
variety  of  Kenneth  Cole  New York and  Reaction  Kenneth  Cole
branded products marketed by the Company and its licensees.  As a
result  of these internal productions, the Company believes  that
there is a singular focus, strong synergy and consistency in  all
of the Company's communications.

   An  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 as well
as  many  fashion styles, for immediate shipment. While the  open
stock  program  requires an increased investment in  inventories,
the Company believes this program is an important service for its
wholesale  customers by allowing them to manage inventory  levels
more  effectively.  The Company expects that affording  customers
improved  flexibility in ordering specific  stock  keeping  units
("SKUs")  in  smaller  quantities  will  ultimately  reduce   the
incidence of markdowns and allowances.

   The  Company  has capitalized on its centralized  distribution
facilities  to  provide additional support to  its  retail  store
operations on shipments of footwear and handbag products as  well
as  direct shipments to its catalog and internet customers.   The
Company's  EDI program is also used to resupply its retail  store
on  a  variety of products thereby enhancing its service  to  the
Company's retail operations through improved inventory management
and customer response.

Management Information Systems

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

   The Company regularly evaluates the adequacy of its management
information  systems  and upgrades such systems  to  support  its
growth.   However, 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   federal
applications  pending in the United States Patent  and  Trademark
office  for trademarks and service marks.  Moreover, the  Company
continues  to  expand its current international registrations  in
numerous countries 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 of its 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
consumers and the Company's licensed apparel and accessories also
compete  with  a substantial number of designer and  non-designer
brands.    Moreover,   the  general  availability   of   contract
manufacturing capacity allows access by new market entrants.  The
Company  believes  the  success of its business  depends  on  its
ability to stimulate and respond to changing consumer preferences
by  producing  innovative  and attractive  products,  brands  and
marketing, while remaining competitive in quality and price.

Foreign Operations

   The  Company's  business is subject  to  the  risks  of  doing
business abroad, such as fluctuations in currency exchange rates,
local  market  conditions, labor unrest,  political  instability,
actions   of   a  public  enemy,  military  or  other  government
intervention,  priorities, restrictions or  allocations  and  the
imposition   of  additional  regulations  relating  to   imports,
including  quotas, duties or taxes and other charges on  imports.
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  effect  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 effect on the Company's operations
and  its  ability to import its products at current or  increased
quantity  levels.  In  accordance  with  the  Harmonized   Tariff
Schedule, a fixed duty structure in effect for the United States,
the Company pays import duties on its products.  The majority  of
its products have import duties that range from approximately  6%
to  37.5%,  depending on the category and the principal component
of the product. Other restrictions on the importation of footwear
and  other  products are periodically considered  by  the  United
States  government and no assurance can be given that tariffs  or
duties  on  the Company's goods may not be raised,  resulting  in
higher  costs  to the Company, or that import quotas  restricting
such goods may not be imposed or made more restrictive.

Seasonality

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

Customers

   The  Company's department store customers include major United
States  retailers,  several of which are under common  ownership.
In  2002  and  2001, the Company had no customer or  group  under
common  ownership  account  for  more  than  10%  of  sales.  The
Company's  ten largest customers represented 35.9% and  34.8%  of
the Company's net sales for the years ended December 31, 2002 and
2001,  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  $66.6
million  and  $57.9 million, at January 25, 2003 and January  26,
2002, 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,  2002, the Company had  approximately  1,800
employees,  136 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 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  adverse
effect  on the Company.   The Company considers its relationships
with its employees to be satisfactory.


Directors and Executive Officers

Name               Age    Present Position

Kenneth D. Cole    49     Chief Executive Officer
Paul Blum          43     President
Stanley A. Mayer   55     Executive Vice President and Chief
                             Financial Officer
Jaryn Bloom        38     Senior Vice President-Consumer Direct
Susan Q. Hudson    43     Senior Vice President-Wholesale
Robert C. Grayson  58     Director
Denis F. Kelly     53     Director
Philip B. Miller   64     Director

   Kenneth  D.  Cole has served as the Company's Chief  Executive
Officer and Chairman of the Board since its inception in 1982 and
was  also President until February 2002.  Mr. Cole was a founder,
and from 1976 through 1982, a senior executive of El Greco, Inc.,
a  shoe  manufacturing  and  design  company  which  manufactured
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 was appointed President of the Company in  February
2002, and also serves as Director.  He previously served as Chief
Operating  Officer since February 1998. Previously, he served  as
Executive  Vice President of the Company since May  1996  and  as
Senior  Vice President from August 1992 until May 1996. Mr.  Blum
joined  the  Company in 1990.   From 1982 until  1990,  Mr.  Blum
served  as Vice President and was a principal shareholder of  The
Blum  Co.,  a  fashion accessory firm, the assets of  which  were
purchased 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  in
1988,  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 Managing Partner of Scura, Rise & Partners,
LLC.  From July 1993 to December 2000, Mr. Kelly was the head  of
the  Mergers and Acquisitions Department at Prudential Securities
Incorporated.   From  1991 to 1993, Mr. Kelly  was  President  of
Denbrook  Capital Corp., a merchant-banking firm.  Mr. Kelly  was
at  Merrill Lynch from 1980 to 1991, where he served as  Managing
Director, Mergers & Acquisitions from 1984 to 1986, and then as a
Managing  Director, Merchant Banking, from  1986  to  1991.   Mr.
Kelly is a director of MSC Industrial Direct, Inc.

   Philip  B.  Miller  is  the  principal  of  Philip  B.  Miller
Associates, a consulting firm.  Mr. Miller served as Chairman and
Chief Executive Officer at Saks Fifth Avenue from 1993 to January
2000  and continued as Chairman until July 2001.  Mr. Miller  was
formerly Chairman and Chief Executive Officer at Marshall Fields,
joining  that  company in 1983 from Neiman Marcus, where  he  had
been  President  since 1977.  Prior to that  he  served  as  Vice
Chairman  at  Lord & Taylor and as Vice President and Merchandise
Manager  at  Bloomingdales.  Mr. Miller serves on  the  Board  of
Directors  at  Puig USA, St. John and Tri-Artisan  Partners.   In
addition, Mr. Miller also serves on the Board of Directors of the
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,  its  new  worldwide   corporate
headquarters.   The 15-year lease that expires on  May  31,  2015
gives  the  Company approximately 126,000 square feet  of  office
space  and  parking  facilities.  The Company currently  occupies
119,500 square feet, excluding parking facilities.  The lease for
the  former  executive offices and showrooms expires in  December
2006 and is currently under a subtenant lease agreement.

    The   Company's   administrative  offices  and   distribution
facilities are located in Secaucus, New Jersey under  leases that
expire  in  June 2007 with an option to terminate in  2004.   The
main   facility   comprises  282,000  square   feet,   of   which
approximately  30,000  square feet  is  used  for  administrative
offices and approximately 40,000 square feet is sub-leased to Liz
Claiborne,  Inc.  for  retail space.  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 49 full price  retail
stores  (aggregating approximately 214,000 square  feet)  and  31
outlet  stores  (aggregating approximately 144,000 square  feet).
Generally, the leases provide for an initial term of five to  ten
years  and  certain leases provide for renewal options permitting
the Company to extend the term thereafter.

Item 3.   Legal Proceedings

   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.
<PAGE>
                             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  26,  2003  the closing sale price for the Class  A  Common
Stock  was $22.46.  The following table sets forth the  high  and
low  closing  sale prices for the Class A Common Stock  for  each
quarterly  period  for  2001 and 2002, as reported  on  the  NYSE
Composite Tape:


  2001:           High      Low

First Quarter    42.88     23.35
Second Quarter   32.95     19.14
Third Quarter    20.94     11.81
Fourth Quarter   17.70     11.70

2002:             High      Low

First Quarter    22.19     15.99
Second Quarter   30.12     19.12
Third Quarter    27.94     20.30
Fourth Quarter   25.90     16.76


   The number of shareholders of record of the Company's Class  A
Common Stock on March 26, 2003 was 63.

   There  were  five holders of record of the Company's  Class  B
Common  Stock on March 26, 2003.  There is no established  public
trading market for the Company's Class B Common Stock.

   On  February 21, 2001, the Board of Directors of  the  Company
authorized  management  to repurchase,  from  time  to  time,  an
additional  2,000,000 shares up to an aggregate 4,250,000  shares
of  the Company's Class A Common Stock.  As of December 31, 2002,
2,688,400  shares  were  repurchased in the  open  market  at  an
aggregate  price  of $61,695,000, reducing the  available  shares
authorized  for repurchase to 1,561,600.  The repurchased  shares
have been recorded as treasury stock.  Subsequent to December 31,
2002, 200,000 shares of Class A Common Stock were repurchased.

Dividend Policy

  The Company currently intends to retain its earnings to finance
the  development, expansion and growth of its existing  business.
The payment of any future dividends will be at the discretion  of
the  Company's  Board of Directors and will depend,  among  other
things  upon,  future earnings, operations, capital requirements,
proposed tax legislation, the financial condition of the  Company
and general business conditions.


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.

<TABLE>
<CAPTION>
                                     Year Ended December 31,
                             2002     2001     2000     1999     1998
                            (dollars and share data in thousands)
<S>                        <C>      <C>      <C>      <C>      <C>
Income Statement Data:
Net sales                   $404,336 $365,809 $387,148 $298,262 $222,160
Royalty revenue               28,713   22,116   21,619   14,955    8,357
Net revenue                  433,049  387,925  408,767  313,217  230,517
Cost of goods sold           235,255  217,221  217,046  169,976  130,027
Gross profit                 197,794  170,704  191,721  143,241  100,490
Selling and general
 administrative expenses(1)  152,618  145,919  130,967  102,625   73,900
Impairment of
 long-lived assets             4,446
Operating income              40,730   24,785   60,754   40,616   26,590
Interest income, net           1,102    2,135    3,228    1,280      404
Income before provision for
 income taxes                 41,832   26,920   63,982   41,896   26,994
Provision for income taxes    15,687   10,304   25,592   16,968   10,663
Net income                    26,145   16,616   38,390   24,928   16,331
Earnings per share:
 Basic                         $1.33     $.83    $1.87    $1.24     $.82
 Diluted                       $1.27     $.80    $1.75    $1.18     $.80
Weighted average shares outstanding:
 Basic                        19,643   19,992   20,574   20,102   19,833
 Diluted                      20,590   20,745   21,892   21,059   20,456
</TABLE>



<TABLE>
<CAPTION>
                                          At December 31,
                              2002     2001     2000     1999     1998
<S>                        <C>      <C>      <C>      <C>      <C>
Balance Sheet Data:
Working capital             $124,103 $ 96,709 $103,768 $106,057 $ 56,644
Cash                          91,549   68,966   74,608   71,415   13,824
Inventory                     43,724   30,753   42,361   39,553   32,957
Total assets                 240,317  201,889  212,370  176,859   96,680
Total debt, including current
  Maturities                     171      383      576      758      927
Total shareholders' equity   164,902  140,894  145,636  125,331   73,689
</TABLE>
(1)  Includes shipping and warehousing expenses.



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

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

Critical Accounting Policies and Estimates

General

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

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

Inventory

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

Sales Returns and Allowances

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

Allowance for Doubtful Accounts

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

Contingencies

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



Results of Operations

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

<TABLE>
<CAPTION>
                                            Year Ended December 31,
                                            2002      2001     2000
<S>                                       <C>       <C>      <C>
Net sales                                   93.4%     94.3%    94.7%
Royalty revenue                              6.6       5.7      5.3
                                           ------    ------   ------
Net revenues                               100.0     100.0    100.0
Cost of goods sold                          54.3      56.0     53.1
                                           ------    ------   ------
Gross profit                                45.7      44.0     46.9
Selling, general and administrative
  expenses                                  35.2      37.6     32.0
Impairment of long-lived assets              1.1
Operating income                             9.4       6.4     14.9
Income before provision for income taxes     9.7       6.9     15.7
Provision for income taxes                   3.7       2.6      6.3
                                           ------    ------   ------
Net income                                   6.0%      4.3%     9.4%
                                           ======    ======   ======
</TABLE>

Year  Ended December 31, 2002 Compared to Year Ended December 31,
  2001
   Net  revenues  increased $45.1 million,  or  11.6%  to  $433.0
million  in  2002 from $387.9 million in 2001.  This increase  is
due  to  revenue  increases  in each of  the  Company's  business
segments:        Wholesale,       Consumer       Direct       and
Licensing/International.

   Wholesale  net  sales (excluding sales to the Consumer  Direct
business  segment)  increased $37.7 million or  18.9%  to  $236.6
million  in  2002 from $199.0 million in 2001.  This increase  is
attributable to improved sales across the Company's footwear  and
handbag brands:  Kenneth Cole New York, Reaction Kenneth Cole and
Unlisted.   The  highly competitive consumer environment  coupled
with  decreased  consumer  confidence  has  led  to  a  continued
promotionally driven price sensitive marketplace.  The  Company's
primary brand, Kenneth Cole New York accompanied by its diffusion
brands,  Reaction  Kenneth  Cole and  Unlisted  has  limited  the
Company's  exposure to reductions in sales through varying  price
point  ranges  and multiple distribution channels.   The  Company
believes  its  focus on improving product offerings,  advertising
campaigns,  marketing  efforts,  website,  catalogs  and  growing
retail  presence,  combined with the  marketing  efforts  of  its
licensees,  will be significant factors to strengthen  its  three
distinct brands, Kenneth Cole New York, Reaction Kenneth Cole and
Unlisted  across all product classifications, thereby  increasing
consumer demand for the Company's brands in the future.

   Net  sales in the Company's Consumer Direct segment  increased
$1.1  million,  or  .7% to $167.1 million  in  2002  from  $166.0
million  in  2001.   Of  the total increase,  $11.3  million  was
attributable to new store sales in 2002 plus that portion of 2002
sales for stores not open for all of 2001, which was offset by  a
decrease   of  $10.2  million  in  comparable  store  sales   and
comparable catalog and internet sales.  The Company believes  the
decrease in comparable store sales in the Consumer Direct segment
is  due  to  the  effects of a promotionally  driven  and  highly
competitive  retail store environment and less consumer  spending
due  to  the  ongoing  Middle East tension, potential  additional
terrorist attacks and general economic conditions.  In an  effort
to  overcome these challenges, the Company continues  to  analyze
inventory,  focus  on  products and further  scrutinize  consumer
trends.

   Royalty  revenue  increased $6.6 million, or  29.8%  to  $28.7
million  in  2002  from  $22.1 million  in  2001.   The  increase
primarily  reflects  revenues from the launch  of  the  Company's
men's and women's fragrance during the third quarter of 2002  and
the  launch of the Company's children's apparel line of products.
Additional sales from mens' and womens' sportswear and  accessory
categories including neckwear, watches, dress shirts and  optical
wear  improved revenues offset by decreases in mens' and  womens'
leather   outerwear.   The  addition  of  fragrance,  through   a
worldwide launch and the initiation of children's wear  into  the
market place, continued the Company's strategic plan to grow  its
global business through licensing partners.  The Company believes
consumers look toward brands they know and feel comfortable  with
as  a  lifestyle;  therefore the synergies from  its  efforts  to
reinforce its brand identities through greater marketing efforts,
by  itself and its licensees across all product categories,  will
continue   to   propel  licensee  sales  both  domestically   and
internationally.

   Consolidated  gross  profit as a percentage  of  net  revenues
increased  to 45.7% in 2002 from 44.0% in 2001. The  increase  is
attributable to improvements across all three business  segments:
Wholesale,  Consumer  Direct and Licensing/  International.   The
primary increase is attributable to the Wholesale segment  volume
increase  and  improved gross profit percentage.   The  Wholesale
segment,  which operates at a lower gross profit level  than  the
Consumer Direct segment, increased its percentage of net  revenue
to  54.6% for the year ended December 31, 2002 from 51.3% for the
year  ended December 31, 2001, while the Consumer Direct  segment
as  a  percentage of net revenue decreased to 38.6% for the  year
ended  December  31, 2002 from 42.8% for the year ended  December
31,  2001.   Wholesale  gross profit as  a  percentage  of  sales
increased  primarily from Reaction Kenneth Cole branded  footwear
and  handbags from improved sell-thrus at retail and  from  well-
managed inventories.  The increase in the Consumer Direct segment
gross  profit  was  attributable  to  a  reduction  in  markdowns
compared with the highly competitive promotionally driven  retail
environment after the September 11 tragedy and a gain of $860,000
recorded in the third quarter 2002.  This gain, included in gross
profit, resulted from price adjustments on certain products  sold
to  the  Kenneth Cole retail stores, after conducting  audits  of
certain  licensees  as part of the Company's rotational  licensee
audit  program.  Licensing revenue, which has nominal  associated
cost  of goods, increased as a percentage of net revenues to 6.8%
for the year ended December 31, 2002 from 5.9% for the year ended
December 31, 2001.

  Selling,   general   and  administrative  expenses,   including
shipping  and  warehousing ("SG&A"), increased $6.7  million,  or
4.6%  to  $152.6 million (or 35.2% of net revenues) in 2002  from
$145.9  million (or 37.6% of net revenues) in 2001.  The decrease
as  a  percentage of net revenues is primarily from the economies
of   scale   over  the  Company's  fixed  base  of  general   and
administrative  costs offset by rent and labor costs  within  the
Consumer Direct segment.  The decrease is further attributable to
the  continued  focus  on the Company's cost-containment  program
implemented  at  the  end of 2001 in response  to  a  challenging
economic environment that continues to persist.

  The  Company recorded a charge of $4.4 million during the  year
ended  December  31, 2002 due to a write-down  of  the  leasehold
improvements  associated  with  the  Company's  flagship   retail
location  at  Rockefeller Center in New York City.  This  charge,
which  represented  1.1%  of  net revenues  for  the  year  ended
December 31, 2002, is included within operating income.

  Interest  and  other income decreased to $1.1 million  in  2002
from  $2.1 million in 2001.  The decrease is due to lower average
short-term interest rates.

  The  Company's  effective tax rate decreased to 37.5%  for  the
year  ended  December  31, 2002 from 38.3% 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, net income including an  asset
impairment  charge of $4.4 million and a gain included  in  gross
profit  of  $860,000 increased $9.5 million, or  57.3%  to  $26.1
million  (6.0%  of net revenue) for the year ended  December  31,
2002  from $16.6 million (4.3% of net revenue) for the year ended
December 31, 2001.

Year  Ended December 31, 2001 Compared to Year Ended December 31,
  2000
  Net revenues decreased $20.8 million, or 5.1% to $387.9 million
in  2001  compared to $408.8 million in 2000.  This  decrease  is
primarily  attributable  to a decline  in  Wholesale  net  sales,
offset by an increase in sales from new retail stores within  the
Consumer Direct segment.

   Wholesale  net  sales (excluding sales to its Consumer  Direct
business  segment)  decreased $38.0 million or  16.0%  to  $199.0
million  in  2001 from $236.9 million in 2000.  This decrease  is
attributable  to a decrease in sales across all branded  footwear
and  handbag  product  lines, Kenneth  Cole  New  York,  Reaction
Kenneth Cole and Unlisted.  Collapsing consumer confidence led to
lessening  customer demand, coupled with higher inventory  levels
of  outdated core productand resulted in reduced sales.  Further,
the  Company's  decision not to participate  in  very  aggressive
promotional activities in order to maintain the integrity of  its
brands compounded constraints on distribution, placing additional
downward  pressure  on  short-term  sales  volume.   The  Company
believes  its  focus on improving product offerings,  advertising
campaigns,  marketing  efforts,  website,  catalogs  and  growing
retail  presence,  combined with the  marketing  efforts  of  its
licensees,  will be significant factors to strengthen  its  three
distinct brands, Kenneth Cole New York, Reaction Kenneth Cole and
Unlisted  across all product classifications, thereby  increasing
consumer demand in the future.

   Net  sales in the Company's Consumer Direct segment  increased
$17.7  million  or  11.9% to $166.0 million in 2001  from  $148.2
million  in  2000.   Of  the total increase,  $33.6  million  was
attributable to new store sales in 2001 plus that portion of 2001
sales  for  stores not open for all of 2000 and was offset  by  a
decrease of $14.7 million in comparable store sales.  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  across  all   channels   of
distribution.  The Company's catalog and Internet sales decreased
$1.2 million in 2001 from the comparable period in 2000.

   Royalty  revenue increased 2.3% to $22.1 million in 2001  from
$21.6  million in 2000.  The increase primarily reflects revenues
from  sales of womenswear, which produced a fall and spring  line
during  2001 as compared to the single fall line in 2000 for  the
Company's   initial  launch  into  the  womenswear   market   and
incremental revenues from accessory categories including luggage,
men's  jewelry  and women's belts and hosiery.  In addition,  the
Company has continued to implement its strategic plan to grow its
global business through licensing partners.  The Company believes
its men's and women's apparel and the highly anticipated debut of
its  fragrance collection come 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,  should  continue  to  propel  licensee  sales   both
domestically and internationally.

  Gross profit as a percentage of net revenues decreased to 44.0%
in  2001  from  46.9% in 2000. The decrease in  gross  profit  is
primarily attributable to decreased gross margins in the Consumer
Direct  segment  as a result of higher markdowns at  the  Company
owned  stores necessitated by the challenging economic conditions
throughout  2001.   In  addition, the Consumer  Direct  segment's
proportion  of  total  revenue was greater  than  the  comparable
period.   Sales  from the Consumer Direct segment were  42.8%  of
consolidated  net revenue in 2001 compared with  36.3%  in  2000.
Licensing  revenue, which has no associated cost of  goods  sold,
increased  as a percentage of net revenues to 5.9% in  2001  from
5.8%  in  2000.   The Company's wholesale gross profit  decreased
across mens and ladies Kenneth Cole New York and Reaction Kenneth
Cole footwear and handbags as a result of poorer sell throughs at
retail.   This  was offset slightly by the improvement  in  gross
margin  in  Unlisted ladies footwear sales, which experienced  an
improvement in sell throughs at retail on lesser volume than  the
comparable year.

  Selling,   general   and  administrative  expenses,   including
shipping  and warehousing ("SG&A"), increased $15.0  million,  or
11.4%  to $145.9 million (or 37.6% of net revenues) in 2001  from
$131.0  million (or 32.0% of net revenues) in 2000.  The increase
in  SG&A as a percentage of net revenue is primarily attributable
to the Company achieving sales levels well below operating plans,
resulting  in  a  reduction in the leverage over fixed  operating
expenses.   The increase is further attributable to the expansion
of  the  Company's retail and outlet stores, which operate  at  a
higher     cost     structure    than    its    Wholesale     and
Licensing/International segments.  In response to the challenging
economic environment the Company heightened its focus on its cost-
reduction  program.  As part of this comprehensive  program,  the
Company continues to evaluate consolidating responsibilities  and
reorganizing  certain  administrative functions  and  during  the
fourth  quarter of 2001 eliminated approximately ten  percent  of
its corporate staff.

  Interest  and  other income decreased to $2.1 million  in  2001
from  $3.2 million in 2000.  The decrease is due to lower average
cash balances and declines in short term interest rates.

  The  Company's  effective tax rate decreased to 38.3%  for  the
year  ended  December  31, 2001 from 40.0% 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, net income  decreased  $21.8
million,  or 56.7% in 2001 to $16.6 million (4.3% of net revenue)
from $38.4 million (9.4% of net revenue) in 2000.

Liquidity and Capital Resources

   The  Company's cash requirements are generated primarily  from
working capital needs, retail expansion, enhanced technology, and
other  corporate activities.  The Company primarily  relies  upon
internally  generated cash flows from operations to  finance  its
operations and growth; however, it also has the ability to borrow
up  to  $25.0  million under its line of credit  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, 2002,  working  capital  was
$124.1 million compared to $96.7 million at December 31, 2001.

  Net cash provided by operating activities was $33.4 million  in
2002  compared  to  $25.2  million in 2001.   This  increase  was
primarily  attributable  to  increased  earnings  and  timing  of
payables partially offset by increased inventory levels.

  Net  cash used in investing activities was $7.3 million in 2002
compared  to  $9.0  million in 2001.  Capital  expenditures  were
approximately $7.3 million, $10.6 million and $24.1  million  for
2002,  2001  and 2000, respectively.  Expenditures on  furniture,
fixtures and leasehold improvements for new retail store openings
and  expansions were $3.9 million, $8.6 million and $10.2 million
in 2002, 2001 and 2000, respectively.  The remaining expenditures
were  primarily for leasehold improvements for the renovation  of
the  Company's new corporate headquarters and information  system
enhancements.

  Net  cash used in financing activities was $3.5 million in 2002
compared   to   $21.8  million  in  2001.   This  is  principally
attributable to the Company's purchase of 200,000 shares  of  its
Class  A  Common  Stock at an average price of $22.81  per  share
compared  to  981,700  shares of Class A Common  Stock  purchased
during  2001  at an average price of $22.77 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.   As  of
December  31,  2002, the Company has 4,250,000 shares  authorized
for  repurchase with 1,561,600 shares remaining from its  buyback
authorization.

   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's   material  obligations   under   contractual
agreements,  including  commitments  for  future  payments  under
capital  lease and operating lease agreements as of December  31,
2002 are summarized as follows:
<TABLE>
<CAPTION>
                                      Payments Due by Period
 Contractual                     1 year      2-3        4-5       After
 Obligations         Total      or less     years      years      5 years
<S>              <C>          <C>         <C>         <C>         <C>
 Capital Lease    $    171,000 $   171,000
 Operating Leases  202,960,000  22,090,000 $43,531,000 $39,052,000 $98,287,000
                  ------------ ----------- ----------- ----------- -----------
 Total Contractual
  Obligations     $203,131,000 $22,261,000 $43,531,000 $39,052,000 $98,287,000
                  ============ =========== =========== =========== ===========
</TABLE>


   The  Company currently has a line of credit, as amended, under
which up to $25.0 million is available to finance working capital
requirements  and  letters  of credit to  finance  the  Company's
inventory  purchases.  Borrowings available  under  the  line  of
credit  are  determined  by a specified  percentage  of  eligible
accounts receivable and inventories and bear interest at (i)  the
higher  of  The  Bank  of New York's prime lending  rate  or  the
Federal Funds rate plus 0.5% at the date of borrowing or  (ii)  a
negotiated  rate.  In  connection with the line  of  credit,  the
Company  has  agreed to eliminate all the outstanding  borrowings
under  the facility for at least 30 consecutive days during  each
calendar year.  In addition, borrowings under the line of  credit
are  secured by certain receivables of the Company.  The  Company
had  no outstanding advances during 2002 and 2001 under this line
of  credit, however amounts available under the line were reduced
by  $1.3  million open letters of credit and $2.8 million standby
letters of credit to $20.9 million at December 31, 2002.

  During  2003,  the  Company anticipates  opening  or  expanding
approximately 5 to 9 retail and outlet stores that  will  require
aggregate capital expenditures and initial inventory requirements
of  these  new and expanded stores of approximately $6.0 million.
The  Company  also  anticipates that it  will  require  increased
capital  expenditures to support its growth including an increase
in its office space and enhancements to its information systems.

   In  December  1998, the Company entered into a 15-year  lease,
which  will provide the Company with approximately 119,500 square
feet  of  office space.  During 2000, the Company  relocated  its
corporate headquarters to this larger location in New York  City.
The  Company  completed  phase  I  and  began  phase  II  of  its
renovations,  incurring approximately $14.0  million  in  capital
expenditures.    Currently,   the  Company   expects   to   incur
approximately $6 million over the next one to two years.

   The  Company  believes that it will be  able  to  satisfy  its
current   expected   cash  requirements   for   2003,   including
requirements for its retail expansion, corporate office build-out
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 Euro.  At December 31,  2002,  forward
exchange  contracts with a notional value totaling  $7.8  million
were  outstanding with settlement dates ranging from January 2003
through  April  2003.   Gains  and  losses  on  forward  exchange
contracts  that  are  used for hedges are accounted  for  on  the
balance  sheet as inventory and an adjustment to equity, and  are
subsequently accounted for as part of the purchase price  of  the
inventory upon execution of the contract.  Those gains and losses
on contracts that are not deemed effective hedges are immediately
adjusted  through income.  At December 31, 2002,  the  unrealized
gain  on  these  outstanding forward contracts  is  approximately
$391,000,  net  of  taxes.  The Company expects  to  continue  to
routinely   enter  into  additional  foreign  exchange  contracts
throughout the year.  While the Company believes that its current
procedures with respect to the reduction of risk associated  with
currency exchange rate fluctuations are adequate, there can be no
assurance that such fluctuations will not have a material adverse
effect on the results of operations of the Company in the future.

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

Effects of Inflation

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


Item  7A.  Quantitative and Qualitative Disclosures about  Market
Risk

   The  Company  does not believe it has a material  exposure  to
market  risk.   The  Company  is primarily  exposed  to  currency
exchange  rate  risks with respect to its inventory  transactions
denominated in Euro.  During the second half of 2001, the Company
converted  all  of  its  Lira  transactions  to  the   Euro   and
effectively  ceased  conducting business with  the  Italian  Lira
currency.   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,  2002,  the  Company  had  forward  exchange
contracts  totaling  with  notional values  $7.8  million,  which
resulted in an unrealized gain of approximately $391,000, net  of
taxes.  The Company's earnings may also be effected by changes in
short-term  interest  rates as a result of borrowings  under  its
line of credit facility.  A two or less percentage point increase
in  interest rates effecting the Company's credit facility  would
not have had a material effect on the Company's 2002 and 2001 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 Annual Rreport.

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 22, 2003 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2002  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 22, 2003 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2002  and  is
incorporated herein by reference in response to this item.

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

   The information required by this item will be contained in the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 22, 2003 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2002  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 22, 2003 to be filed with the Securities and Exchange
Commission  within  120  days after December  31,  2002,  and  is
incorporated herein by reference in response to this item.

Item 14.  Controls and Procedures

   The  Company's  chief executive officer  and  chief  financial
officer,  after  evaluating the effectiveness  of  the  Company's
"disclosure  controls and procedures" (as defined in  Rules  13a-
14(c)  and 15d-14(c) of the Securities Exchange Act of  1934,  as
amended)  as  of  a date (the "Evaluation Date") within  90  days
before  the  filing  date of this Annual Report,  have  concluded
that,  as  of  the  Evaluation  Date,  the  Company's  disclosure
controls  and  procedures were effective and designed  to  ensure
that  material  information  relating  to  the  Company  and  the
Company's consolidated subsidiaries would be made known  to  them
by  others  within  those  entities  to  allow  timely  decisions
regarding required disclosures.

   There  were  no significant changes in the Company's  internal
controls  or  in  other  factors that could significantly  affect
those controls subsequent to the Evaluation Date.


<PAGE>
                             PART IV

Item 15.  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).
10.02.1    -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).
 10.19          Kenneth  Cole  Productions, Inc.  Employee  Stock
     Purchase  Plan  (Incorporated by reference to the  Company's
     Registration  Statement  on Form S-8  Registration  No.  33-
     31868, filed on March 7, 2000.)
+    21.01         List of Subsidiaries
+23.01        Consent of Independent Auditors
+99.01       Certification:  Pursuant to 18 U.S.C. Section  1350,
     as adopted pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002- Chief Executive Officer

+99.02       Certification:  Pursuant to 18 U.S.C. Section  1350,
     as adopted pursuant to Section 906 of the Sarbanes-
                 Oxley Act of 2002- Chief Financial Officer
____________________________
*           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, 2002 and 2001     F-3

Consolidated Statements of Income for the years ended
 December 31, 2002, 2001 and 2000                                F-5

Consolidated Statements of Changes in Shareholders' Equity
 for the years ended December 31, 2002, 2001 and 2000            F-6

Consolidated Statements of Cash Flows for the years ended
 December 31, 2002, 2001 and 2000                                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,  2002  and  2001, 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, 2002.   Our
audits  also included the financial statement schedule listed  in
the index at Item 15(a).  These financial statements and schedule
are   the  responsibility  of  the  Company's  management.    Our
responsibility  is  to  express an  opinion  on  these  financial
statements and schedule based on our audits.

       We  conducted  our  audits  in  accordance  with  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, 2002 and 2001, and the consolidated
results of their operations and their cash flows for each of  the
three  years in the period ended December 31, 2002, 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, presents fairly in  all  material
respects the information set forth therein.


New York, New York
ERNST & YOUNG LLP
February 21, 2003



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

                     Consolidated Balance Sheets

<CAPTION>
                                                        December 31,
                                                     2002          2001
<S>                                             <C>           <C>
Assets
Current assets:
Cash and cash equivalents                        $ 91,549,000  $ 68,966,000
Due from factor                                    30,886,000    28,289,000
Accounts receivable, less allowance for doubtful
 accounts of $475,000 in 2002, and $675,000 in 2001 7,884,000     6,731,000
Inventories                                        43,724,000    30,753,000
Prepaid expenses and other current assets           1,074,000       873,000
Deferred taxes, net                                 2,900,000     2,765,000
                                                 ------------  ------------
Total current assets                              178,017,000   138,377,000

Property and equipment-at cost, less
 accumulated depreciation and amortization         36,002,000    40,487,000

Other assets:
Deferred taxes, net                                 7,753,000     4,718,000
Deposits and sundry                                 6,490,000     6,304,000
Deferred compensation plans assets                 12,055,000    12,003,000
                                                 ------------  ------------
Total other assets                                 26,298,000    23,025,000
                                                 ------------  ------------
Total assets                                     $240,317,000  $201,889,000
                                                 ============  ============
</TABLE>

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

                 Consolidated Balance Sheets (continued)
  <CAPTION>
                                                        December 31,
                                                     2002          2001
<S>                                             <C>           <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable                                 $ 33,634,000  $ 25,932,000
Accrued expenses and other current liabilities     14,040,000    13,487,000
Income taxes payable                                6,240,000     2,249,000
                                                 ------------  ------------
Total current liabilities                          53,914,000    41,668,000

Accrued rent and other long term liabilities        9,446,000     7,153,000
Deferred compensation plan liabilities             12,055,000    12,003,000
Obligations under capital lease                                     171,000

Commitments and contingencies

Shareholders' equity:
Series A Convertible Preferred Stock, par
 value $1.00, 1,000,000 shares authorized,
 none outstanding
Class A Common Stock, par value $.01,
 20,000,000 shares authorized, 13,921,817 and
 13,626,584 issued in 2002 and 2001                   139,000       136,000
Class B Convertible Common Stock, par value
 $.01, 9,000,000 shares authorized, 8,360,497
 and 8,498,097 outstanding in 2002 and 2001            84,000        85,000
Additional paid-in capital                         63,476,000    61,273,000
Cumulative other comprehensive income                 654,000       434,000
Retained earnings                                 162,244,000   136,099,000
                                                 ------------  ------------
                                                  226,597,000   198,027,000

Class A Common Stock in treasury, at cost,
2,688,400 and 2,488,400 shares in 2002 and 2001   (61,695,000)  (57,133,000)
                                                 ------------  ------------
Total shareholders' equity                        164,902,000   140,894,000
                                                 ------------  ------------
Total liabilities and shareholders' equity       $240,317,000  $201,889,000
                                                 ============  ============
</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,
                                            2002        2001        2000
<S>                                   <C>          <C>          <C>
Net sales                              $404,336,000 $365,809,000 $387,148,000
Royalty revenue                          28,713,000   22,116,000   21,619,000
                                       ------------ ------------ ------------
Net revenue                             433,049,000  387,925,000  408,767,000
Cost of goods sold                      235,255,000  217,221,000  217,046,000
                                       ------------ ------------ ------------
Gross profit                            197,794,000  170,704,000  191,721,000

Selling, general, and
  administrative expenses               152,618,000  145,919,000  130,967,000
Impairment of long-lived assets           4,446,000
                                       ------------ ------------ ------------
Operating income                         40,730,000   24,785,000   60,754,000
Interest and other income, net            1,102,000    2,135,000    3,228,000
                                       ------------ ------------ ------------
Income before provision for
  income taxes                           41,832,000   26,920,000   63,982,000
Provision for income taxes               15,687,000   10,304,000   25,592,000
                                       ------------ ------------ ------------
Net income                             $ 26,145,000 $ 16,616,000 $ 38,390,000
                                       ============ ============ ============
Earnings per share:
     Basic                                    $1.33         $.83        $1.87
     Diluted                                  $1.27         $.80        $1.75

Shares used to compute earnings per share:
     Basic                               19,643,000   19,992,000   20,574,000
     Diluted                             20,590,000   20,745,000   21,892,000
</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 1/1/00           13,058,057  $131,000     5,785,398     $58,000
Net Income
Translation adjustment
 Foreign currency

Comprehensive income
Exercise of stock options
 Related tax benefit of
 $4,448,000                    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 Stock
Conversion of Class B to
 Class A Common Stock           90,000     1,000       (90,000)     (1,000)
                           --------------------------------------------------
Balance at 12/31/00         13,479,088   135,000     8,588,097      86,000
Transition adjustment
 Forward contracts
Net Income
Translation adjustment
 Foreign currency
 Forward contracts

Comprehensive income
Exercise of stock options
 Related tax benefit of
 $232,000                       37,422
Issuance of Class A
 Common Stock for ESPP          20,074
Purchase of Class A Stock
Conversion of Class B to
 Class A Common Stock           90,000     1,000       (90,000)     (1,000)
                           --------------------------------------------------
Balance at 12/31/01         13,626,584   136,000     8,498,097      85,000
Net Income
Translation adjustment
 Foreign currency
 Forward contracts

Comprehensive income
Exercise of stock options
 Related tax benefit of
 $974,000                      142,952     2,000
Issuance of Class A
 Common Stock for ESPP          14,681
Purchase of Class A Stock
Conversion of Class B to
 Class A Common Stock          137,600     1,000      (137,600)     (1,000)
                           --------------------------------------------------
Balance at 12/31/02         13,921,817  $139,000     8,360,497     $84,000
                           ==================================================
</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 1/1/00           28,927      $29,000     $53,140,000   $  235,000
Net Income
Translation adjustment
 Foreign currency                                                    168,000

Comprehensive income
Exercise of stock options
 Related tax benefit of
 $4,448,000                                           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 Stock
Conversion of Class B to
 Class A Common Stock
                           --------------------------------------------------
Balance at 12/31/00                                  60,300,000      403,000
Transition adjustment
 Forward contracts                                                 1,122,000
Net Income
Translation adjustment
 Foreign currency                                                    (19,000)
 Forward contracts                                                (1,072,000)

Comprehensive income
Exercise of stock options
 Related tax benefit of
 $232,000                                               619,000
Issuance of Class A
 Common Stock for ESPP                                  354,000
Purchase of Class A Stock
Conversion of Class B to
 Class A Common Stock
                           --------------------------------------------------
Balance at 12/31/01                                  61,273,000      434,000
Net Income
Translation adjustment
 Foreign currency                                                   (121,000)
 Forward contracts                                                   341,000

Comprehensive income
Exercise of stock options
 Related tax benefit of
 $974,000                                             1,994,000
Issuance of Class A
 Common Stock for ESPP                                  209,000
Purchase of Class A Stock
Conversion of Class B to
 Class A Common Stock
                           --------------------------------------------------
Balance at 12/31/02                                 $63,476,000   $  654,000
                           ==================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            Treasury Stock
                         Retained        Number
                         Earnings       of Shares    Amount          Total
<S>                     <C>           <C>          <C>           <C>
Balance at 1/1/00        $ 81,093,000    (723,750)  $ (9,355,000) $125,331,000
Net Income                 38,390,000                               38,390,000
Translation adjustment
 Foreign currency                                                      168,000
                                                                  ------------
Comprehensive income                                                38,558,000
Exercise of stock options
 Related tax benefit of
 $4,448,000                                                          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 Stock                (782,950)   (25,416,000)  (25,416,000)
Conversion of Class B to
 Class A Common Stock
                         ------------------------------------------------------
Balance at 12/31/00       119,483,000  (1,506,700)   (34,771,000)  145,636,000
Transition adjustment
 Forward contracts                                                   1,122,000
Net Income                 16,616,000                               16,616,000
Translation adjustment
 Foreign currency                                                      (19,000)
 Forward contracts                                                  (1,072,000)
                                                                  ------------
Comprehensive income                                                16,647,000
Exercise of stock options
 Related tax benefit of
 $232,000                                                              619,000
Issuance of Class A
 Common Stock for ESPP                                                 354,000
Purchase of Class A Stock                (981,700)   (22,362,000)  (22,362,000)
Conversion of Class B to
 Class A Common Stock
                         ------------------------------------------------------
Balance at 12/31/01       136,099,000  (2,488,400)   (57,133,000)  140,894,000
Net Income                 26,145,000                               26,145,000
Translation adjustment
 Foreign currency                                                     (121,000)
 Forward contracts                                                     341,000
                                                                  ------------
Comprehensive income                                                26,365,000
Exercise of stock options
 Related tax benefit of
 $974,000                                                            1,996,000
Issuance of Class A
 Common Stock for ESPP                                                 209,000
Purchase of Class A Stock                (200,000)    (4,562,000)   (4,562,000)
Conversion of Class B to
 Class A Common Stock
                         ------------------------------------------------------
Balance at 12/31/02      $162,244,000  (2,688,400)  $(61,695,000) $164,902,000
                         ======================================================
</TABLE>
          See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
            Kenneth Cole Productions, Inc. and Subsidiaries
                  Consolidated Statements of Cash Flows
<CAPTION>
                                          2002         2001         2000
<S>                                      <C>         <C>         <C>
Cash flows from operating activities
Net income                                $26,145,000 $16,616,000 $38,390,000
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation and amortization              7,307,000   8,313,000   5,308,000
 Impairment of long-lived assets            4,446,000
 Unrealized loss on deferred
   compensation plans                         781,000     147,000   1,066,000
 Unrealized loss on supplemental
   employee retirement plan                   745,000     372,000
 Realized/Unrealized gain on
   marketable securities                                 (133,000)    (49,000)
 Provision for doubtful accounts              244,000     808,000     270,000
 Benefit for deferred taxes                (3,170,000) (2,799,000) (1,434,000)
 Changes in operating assets and liabilities:
  (Increase) decrease in due from factor   (2,597,000) (2,223,000)    859,000
  (Increase) decrease in accounts
     receivable                            (1,397,000)  1,578,000  (2,397,000)
  (Increase) decrease in inventories      (12,630,000) 11,658,000  (2,808,000)
  (Increase) decrease in prepaid expenses
     and other current assets                (201,000)    383,000    (881,000)
  Increase in deposits and deferred
     compensation assets                   (1,764,000) (4,241,000) (6,731,000)
  Increase (decrease)in income
     taxes payable                          4,965,000    (732,000)  4,389,000
  Increase (decrease) in accounts payable   7,702,000  (8,756,000)  7,365,000
  Increase (decrease) in accrued expenses
     and other current liabilities            484,000  (1,245,000)  4,329,000
  Increase in other non-current liabilities 2,345,000   5,419,000   3,753,000
                                          ----------- ----------- -----------
Net cash provided by operating activities  33,405,000  25,165,000  51,429,000

Cash flows from investing activities
Acquisition of property and equipment, net (7,268,000)(10,598,000)(24,079,000)
Proceeds from sale and purchase of
  marketable securities                                 1,624,000  (1,442,000)
                                          ----------- ----------- -----------
Net cash used in investing activities      (7,268,000) (8,974,000)(25,521,000)

Cash flows from financing activities
Proceeds from exercise of stock options     1,022,000     387,000   2,505,000
Proceeds from issuance of stock
  from purchase plan                          209,000     354,000     209,000
Principal payments of capital
  lease obligations                          (212,000)   (193,000)   (182,000)
Purchase of treasury stock                 (4,562,000)(22,362,000)(25,416,000)
                                          ----------- ----------- -----------
Net cash used in financing activities      (3,543,000)(21,814,000)(22,884,000)
Effect of exchange rate changes on cash       (11,000)    (19,000)    169,000
                                          ----------- ----------- -----------
Net increase (decrease) in cash
   and cash equivalents                    22,583,000  (5,642,000)  3,193,000
Cash and cash equivalents,
   beginning of year                       68,966,000  74,608,000  71,415,000
                                          ----------- ----------- -----------
Cash and cash equivalents, end of year    $91,549,000 $68,966,000 $74,608,000
                                          =========== =========== ===========
Supplemental disclosures of cash flow information
Cash paid during the period for:
  Interest                                $    35,000 $    50,000 $    80,000
  Income taxes                            $14,757,000 $13,467,000 $22,569,000
</TABLE>
     See accompanying notes to consolidated financial statements.
<PAGE>
         Kenneth Cole Productions, Inc. and Subsidiaries
           Notes to Consolidated Financial Statements

                        December 31, 2002


Note A  - Summary of Significant Accounting Policies

1.  Description of business

   Kenneth  Cole  Productions, Inc.  and  its  subsidiaries  (the
"Company") designs, sources and markets a broad range of  quality
footwear  and  handbags, and through license agreements,  designs
and markets men's, women's and children's apparel and accessories
under  its  Kenneth  Cole  New York, Reaction  Kenneth  Cole  and
Unlisted brands for the fashion conscious consumer.  The  Company
markets  its  products  for sale to more  than  4,500  department
stores and specialty store locations in the United States and  in
several  foreign countries, through its retail and  outlet  store
base,  and its interactive website.  The Company also distributes
consumer catalogs that feature a variety of Kenneth Cole New York
and Reaction Kenneth Cole branded products.

2.    Principles of consolidation

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

3.    Use of estimates

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

4.    Cash and cash equivalents

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

5.    Marketable Securities

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

6.    Inventories

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

7.  Property and equipment

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

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

8.  Income taxes

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

9.  Revenue recognition

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


10. Advertising costs

   The Company incurred advertising costs, including certain  in-
house  marketing  expenses of $18.1 million,  $16.7  million  and
$16.8  million for 2002, 2001 and 2000, respectively. The Company
records  advertising expense concurrent with the first  time  the
advertising takes place.

11.  Stock-based compensation

    The Company measures compensation expense for its stock-based
compensation plans using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued  to Employees" ("APB No. 25") and related Interpretations.
The  Company has adopted disclosure only provisions of  Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-
Based  Compensation" ("SFAS 123").
    Pro forma disclosures,  as required by Statement of Financial
Accounting   Standard  No.  148,    "Accounting  for  Stock-Based
Compensation - Transition and Disclosure", are computed as if the
Company recorded compensation expense based on the fair value for
stock-based awards or grants. The following pro forma information
includes the effects of the options discussed above.

<TABLE>
<CAPTION>
                                     Year Ended December 31,
                                  2002         2001         2000
<S>                          <C>           <C>          <C>
  Net Income, as reported     $26,145,000   $16,616,000  $38,390,000

  Deduct: Stock-based employee
   compensation expense
   determined under fair value
   method, net of related
   tax effects                  2,506,000     2,485,000    2,051,000
                              -----------   -----------  -----------
Pro forma net income          $23,639,000   $14,131,000  $36,339,000
                              ===========   ===========  ===========

Earnings per share:
  Basic - as reported         $      1.33   $       .83  $      1.87
  Basic - pro forma           $      1.20   $       .71  $      1.77


  Diluted - as reported       $      1.27   $       .80  $      1.75
  Diluted - pro forma         $      1.15   $       .68  $      1.66
</TABLE>

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

12.  Derivative instruments and hedging activities

       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"), which as amended, the Company  adopted
on  January 1, 2001.  SFAS 133 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
H).

13.  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.
Prior periods have been reclassified accordingly.


14.  New Accounting Pronouncements

        In April 2001, the Financial Accounting Standards Board's
Emerging Issues Task Force ("EITF") reached a consensus on  Issue
No.   00-25,   "Vendor   Income  Statement  Characterization   of
Consideration Paid to a
Reseller  of  the Vendor's Products."  This issue  addresses  the
recognition,  measurement and income statement classification  of
consideration from a vendor to a customer in connection with  the
customer's  purchase or promotion of the vendor's products.   The
Company's adoption of  EITF Issue No. 00-25 on January  1,  2002,
which  increased both net revenue and expense classifications  by
approximately $2,090,000, $1,777,000 and $2,435,000 for the years
ended December 2002, 2001 and 2000, respectively.   Prior periods
have been reclassified accordingly.

       In  October 2001, the Financial Accounting Standards Board
issued  SFAS No. 144, "Accounting for the Impairment or  Disposal
of  Long Lived Assets"("SFAS 144") effective for the fiscal years
beginning   after  December  15,  2001.    SFAS  144   supercedes
Financial  Accounting Standards Board SFAS No. 121 ("SFAS  121");
however, SFAS 144 retains the fundamental provisions of SFAS  121
related  to the recognition and measurement of the impairment  of
long-lived assets to be held and used.  SFAS 144 requires that  a
long-lived  asset  that  is  held and  used  should  be  reviewed
whenever  events  of changes in circumstances indicate  that  the
carrying amount of the long-lived asset might not be recoverable.
If  management  determines  that  the  long-lived  asset  is  not
recoverable, an impairment loss would be calculated based on  the
excess  in the carrying amount of the long-lived asset  over  its
fair value.  The Company adopted SFAS 144 on January 1, 2002 (See
Note E).

        In  June  2002, the Financial Accounting Standards  Board
issued  SFAS No. 146, "Accounting for Costs Associated with  Exit
or   Disposal  Activities"  ("SFAS  146").   SFAS  146   requires
companies  to  recognize costs associated with exit  or  disposal
activities when they are incurred rather than at the  date  of  a
commitment  to  an  exit  or disposal plan.   Examples  of  costs
covered  by SFAS 146 include lease termination costs and  certain
employee   severance   costs   that   are   associated   with   a
restructuring,  discontinued operation, plant closing,  or  other
exit   or   disposal  activity.   SFAS  146  is  to  be   applied
prospectively  to  exit  or disposal activities  initiated  after
December  31,  2002.   The  Company is currently  evaluating  the
requirements and impact of SFAS 146 and
does  not  expect  that  the adoption of SFAS  146  will  have  a
material  effect  on its consolidated results  of  operations  or
financial position.

15.  Reclassifications

   Certain  amounts  included  in the  2001  and  2000  financial
statements  have been reclassified to conform with the  year  end
2002 presentation.

Note B   - Due from Factor 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 factor at  December
31,  2002  and  2001 is accounts receivable subject  to  recourse
totaling  approximately $286,000 and $339,000, respectively.  The
agreements with the factors provide for payment of a service  fee
on receivables sold.

   At  December  31, 2002 and 2001, the balance due from  factor,
which  includes  chargebacks, is net of allowances  for  returns,
discounts,  and other deductions of approximately $9,400,000  and
$9,165,000, respectively.  The allowances are provided for  known
chargebacks  reserved  for,  but not written  off  the  Company's
financial  records  and for potential future customer  deductions
based on management's estimates.

   The  Company  has entered into a Line of Credit Facility  (the
"Facility")  that, as amended, allows for uncommitted borrowings,
letters  of credit and banker's acceptances subject to individual
maximums and in the aggregate, an amount not to exceed the lesser
of  $25,000,000  or  a "Borrowing Base." The  Borrowing  Base  is
calculated  on  a  specified percentage of eligible  amounts  due
under  factoring  arrangements,  eligible  non-factored  accounts
receivable,   and  eligible  inventory.  Borrowings   under   the
revolving  loan portion of the Facility ("Advances") are  due  on
demand. The Company may pay down and re-borrow at will under  the
Facility.  Advances  bear  interest at the  Alternate  Base  Rate
(defined as the higher of the Prime Rate or the Federal Funds  in
effect  at borrowing date plus 1/2 of 1%) or the Note Rate (which
will  be agreed upon between the lender and the Company).   There
were no outstanding advances under this agreement at December 31,
2002,  2001  and 2000.  Amounts available under the  Facility  at
December 31, 2002 were reduced by  $2,779,000 of standby  letters
of   credit   and  $1,345,000  in  open  letters  of  credit   to
$20,876,000.

         In  connection with the line of credit, the Company  has
agreed  to  eliminate  all  the outstanding  advances  under  the
Facility  for  at least 30 consecutive days during each  calendar
year.  In  addition,  borrowings under the  line  of  credit  are
secured by certain assets of the Company.


Note C  - Marketable Securities

    The Company recorded unrealized gains of $44,000 and realized
gains  of  $5,500 during the year ended December 31, 2000,  which
are  included  in  other income.  In 2001, the  Company  received
approximately $1.6 million in proceeds from the sale  of  all  of
its  remaining marketable securities, which resulted in  realized
gains of $133,000.

Note D  - Property and Equipment

    Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                    December 31,
                                                 2002          2001
<S>                                          <C>           <C>
Property and equipment-at cost:
Furniture and fixtures                        $19,015,000   $16,831,000
Machinery and equipment                        11,894,000    10,780,000
Leasehold improvements                         38,430,000    35,631,000
Leased equipment under capital lease              967,000       967,000
                                              -----------   -----------
                                               70,306,000    64,209,000
Less accumulated depreciation and amortization 34,304,000    23,722,000
                                              -----------   -----------
Net property and equipment                    $36,002,000   $40,487,000
                                              ===========   ===========
</TABLE>
Note E - Impairment of Long-Lived Assets

       Based  upon current performance and the anticipated future
outlook  of  the  Company's  Rockefeller  Center  Flagship  store
located  in New York City, the Company recorded a non-cash  asset
impairment   charge  of  $4,446,000  during  the  quarter   ended
September  30,  2002.   The  Company's  management  reviewed  the
store's  estimated undiscounted future cash flows and  determined
that the store's current value was not in excess of expected cash
flows  and  therefore a write-down to current value was required.
The   write-down   of  $4,446,000  of  the  store's  lease   hold
improvements  to  current value was separately disclosed  on  the
face  of the consolidated statement of income.  During 2001,  the
Company recorded a non-cash charge of $182,000 for several of its
retail  stores,  which  is  included  in  selling,  general   and
administrative expenses on the face of the consolidated statement
of  income.   Both  charges  are included  within  the  Company's
Consumer Direct segment for segment reporting purposes.

Note F  - Accrued Expenses and Other Liabilities

   Accrued expenses and other current liabilities consist of  the
following:
<TABLE>
<CAPTION>
                                              December 31,
                                            2002         2001
<S>                                     <C>          <C>
Rent                                     $   487,000  $ 1,143,000
Compensation                               7,061,000    4,417,000
Customer credits                           1,825,000      987,000
Deferred licensing income                  2,299,000    4,144,000
Other                                      2,368,000    2,796,000
                                         -----------  -----------
                                         $14,040,000  $13,487,000
                                         ===========  ===========
</TABLE>

Note G  - 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 4,500 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 addresses www.kennethcole.com and www.reactiononline.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   approximately  30  apparel   and   accessories
categories for both men and women.  The Company maintains control
over  quality,  image  and distribution of  the  licensees.   The
Company  earns  royalties  on  the licensee's  sales  of  company
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,
although   planning,  implementation  and  results  are  reviewed
internally by the executive management committee.


Note G  - Segment Reporting (continued)

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, 2002
Revenues                       $236,615    $167,096    $ 29,338    $433,049
Intersegment revenues            30,525                              30,525
Interest income, net              1,102                               1,102
Depreciation and
   amortization expense           2,307       4,985          15       7,307
Impairment of long-lived assets               4,446                   4,446
Segment income (1)(2)            30,713       5,430      21,663      57,806
Segment assets                  188,807      49,017       4,459     242,283
Expenditures for long-
   lived assets                   3,389       3,853          26       7,268

Year Ended December 31, 2001
Revenues                       $198,958    $165,950    $ 23,017    $387,925
Intersegment revenues            31,470                              31,470
Interest income, net              2,135                               2,135
Depreciation and
   amortization expense           2,958       5,165           8       8,131
Segment income (1)               22,478       4,352      16,270      43,100
Segment assets                  147,834      52,374       3,394     203,602
Expenditures for long-
   lived assets                   2,002       8,592           4      10,598

Year Ended December 31, 2000
Revenues                       $236,944    $148,239    $ 23,584    $408,767
Intersegment revenues            29,952                              29,952
Interest income, net              3,228                               3,228
Depreciation and
   amortization expense           1,719       3,581           8       5,308
Segment income (1)               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
</TABLE>


(1)  Before elimination of intersegment profit, unallocated
     corporate overhead and provision for income taxes
(2)  Segment income for the Consumer Direct segment includes a
     gain of $860,000 from price adjustments on certain products sold
     to Kenneth Cole retail stores, discovered during rotational
     licensee audits.


Note G  - Segment Reporting (continued)

The reconciliation of the Company's reportable segment revenues,
profit and loss, and assets are as follows:
<TABLE>
<CAPTION>
                                                 2002      2001      2000
<S>                                           <C>       <C>       <C>
Revenues
Revenues for reportable segments               $433,049  $387,925  $408,767
Intersegment revenues for reportable segments    30,525    31,470    29,952
Elimination of intersegment revenues            (30,525)  (31,470)  (29,952)
                                               --------  --------  --------
 Total consolidated revenues                   $433,049  $387,925  $408,767
                                               ========  ========  ========
Income
Total profit for reportable segments           $ 57,806  $ 43,100  $ 81,317
Elimination of intersegment profit               (7,615)   (7,863)   (9,919)
Unallocated corporate overhead                   (8,359)   (8,317)   (7,416)
                                               --------  --------  --------
 Total income before provision for income taxes$ 41,832  $ 26,920  $ 63,982
                                               ========  ========  ========
Assets
Total assets for reportable segments           $242,283  $203,602  $215,206
Elimination of inventory profit in
   Consolidation                                 (1,966)   (1,713)   (2,836)
                                               --------  --------  --------
 Total consolidated assets                     $240,317  $201,889  $212,370
                                               ========  ========  ========
</TABLE>
      Revenues  from international customers are  less  than  two
percent of the Company's consolidated revenues.

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

        The  Company, in the normal course of business, routinely
enters  into forward exchange contracts in anticipation of future
purchases of inventory denominated in foreign currencies.   These
forward  exchange  contracts  are  used  to  hedge  against   the
Company's  exposure  to  changes in  foreign  exchange  rates  to
protect  the purchase price of merchandise under such commitments
and  are not held for the purpose of trading or speculation.  The
Company  has  therefore classified these contracts as  cash  flow
hedges.    The   Company  had  forward  exchange   contracts   of
$7,750,000, $8,000,000 and $16,000,000 at December 31, 2002, 2001
and  2000, respectively.  At December 31, 2002, forward  exchange
contracts have maturity dates through April 2003.


Note H  - Foreign Currency Transactions, Derivative Instruments
and Hedging Activities (continued)

       The  Company  recorded  a transition  adjustment  gain  of
approximately  $1,122,000  in  other  comprehensive   income   to
recognize  at fair value the derivatives that were designated  as
cash  flow  hedging  instruments upon adoption  of  SFAS  133  on
January 1, 2001.  No components of the contracts are excluded  in
the measurement of the related hedge effectiveness.  The critical
terms  of  the  foreign exchange contracts are the  same  as  the
underlying forecasted transactions, therefore changes in the fair
value  of  the contracts should be highly effective in offsetting
changes   in   the  expected  cash  flows  from  the   forecasted
transactions.  No  gains or losses related to ineffectiveness  of
cash  flow  hedges were recognized in earnings  during  2002  and
2001.  At December 31, 2002, the Company's notional $7,750,000 in
forward  exchange  contracts resulted in an  unrealized  gain  of
approximately  $391,000, net of taxes, which was included  as  an
addition  to  other  comprehensive income  in  the  statement  of
changes in shareholders' equity and an increase to inventory, the
underlying exposure on the balance sheet.  The Company expects to
reclassify  all  of the unrealized gain from other  comprehensive
income into earnings within the next four month period due to the
actual  executions  of  foreign exchange  contracts  to  purchase
merchandise.

Note I   - Income Taxes

  Significant items comprising the Company's deferred tax assets
and liabilities are as follows:
<TABLE>
<CAPTION>
                                                December 31,
                                            2002           2001
<S>                                      <C>           <C>
Deferred tax assets:
Inventory allowances and capitalization   $   932,000   $  605,000
Allowance for doubtful accounts and
   sales allowances                         1,569,000    1,755,000
Deferred rent                               3,223,000    2,653,000
Deferred compensation                       5,671,000    4,487,000
Asset impairment                            1,668,000
Other                                         356,000      229,000
                                          -----------   ----------
                                           13,419,000    9,729,000
Deferred tax liabilities:
Depreciation                               (1,459,000)  (1,022,000)
Undistributed foreign earnings             (1,307,000)  (1,224,000)
                                          -----------   ----------
                                           (2,766,000)  (2,246,000)
                                          -----------   ----------
Net deferred tax assets                   $10,653,000   $7,483,000
                                          ===========   ==========
</TABLE>

Note I - Income Taxes (continued)

   The  provision  (benefit) for income  taxes  consists  of  the
following:
<TABLE>
<CAPTION>
                                    December 31,
                              2002         2001         2000
<S>                       <C>          <C>          <C>
Current:
  Federal                  $16,850,000  $12,172,000  $23,322,000
  State and local            1,900,000    1,000,000    3,475,000
  Foreign                      107,000      117,000       69,000
                           -----------  -----------  -----------
                            18,857,000   13,289,000   26,866,000
Deferred:
  Federal                   (2,998,000)  (2,750,000)  (1,115,000)
  State and local             (171,000)    (235,000)    (159,000)
                           -----------  -----------  -----------
                            (3,170,000)  (2,985,000)  (1,274,000)
                           -----------  -----------  -----------
                           $15,687,000  $10,304,000  $25,592,000
                           ===========  ===========  ===========
</TABLE>

   The  reconciliation of income tax computed at the U.S. federal
statutory  tax  rate to the effective income tax rate  for  2002,
2001 and 2000 is as follows:
<TABLE>
<CAPTION>
                                           2002    2001    2000
<S>                                       <C>     <C>     <C>
Federal income tax at statutory rate       35.0%   35.0%   35.0%
State  and local taxes, net  of
   federal tax benefit                      2.5%    3.3%    5.0%
                                           -----   -----   -----
                                           37.5%   38.3%   40.0%
                                           =====   =====   =====
</TABLE>

Note J  - Stock Options Plans and Grants

1.   1994 stock option plan

  The Company's 1994 Incentive Stock Option Plan, as amended (the
"Plan"), authorizes the grant of options to employees for  up  to
4,800,000 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  under  the  "Plan"  have ten year  terms.   Non-employee
Director options granted have ten year terms and vest 50% on  the
first   anniversary  of  the  date  of  grant  and  become  fully
exercisable at the end of two years.

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

   The fair value  for  these options  was estimated  at the date
of grant using a Black-Scholes option   pricing  model  with  the
following   weighted-average assumptions for 2002, 2001 and 2000,
respectively:  risk-free interest  rate  of 4.5%, 5.0% and  5.8%;
0% dividend yields; expected volatility factors of  72.4%,  65.5%
and  54.6% and  expected  lives  of 4.4, 5.1 and  4.2 years.  The
weighted-average fair  value of options granted during 2002, 2001
and  2000  were $16.31, $10.85 and $15.12, respectively.

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

Note J  - Stock Options Plans and Grants (continued)

   The  following table summarizes all stock option  transactions
from December 31, 1999 through December 31, 2002.
<TABLE>
<CAPTION>
                                                Weighted-Average
                                       Shares    Exercise Price
 <S>                                 <C>           <C>
 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

 Granted                              1,083,550     $18.18
 Exercised                              (37,503)    $10.38
 Forfeited                              (34,301)    $20.68
                                      ---------
 Outstanding at December  31, 2001    2,822,791

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

    The following table summarizes information concerning
currently outstanding and exercisable stock options at December
31, 2002:
<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   725,598    3.69 years $ 9.54    642,348    $ 9.27
 $12.01 to $24.00 1,070,782    7.28 years $14.96    472,174    $20.47
 $24.01 to $36.00   835,600    7.51 years $27.50    269,808    $30.39
</TABLE>


Note J  - Stock Options Plans and Grants (continued)

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, 2001 and 2000, 130,000 options were outstanding  and
exercisable.   During  2002, an additional  45,000  options  were
exercised  leaving 85,000 options outstanding and exercisable  at
December 31, 2002.

Note K  - 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 6% from 4% of the participant's
base pay.  Contributions to the plan for the years ended December
31, 2002, 2001 and 2000 were approximately $241,000, $267,000 and
$200,000, respectively.

2.   Deferred compensation plans

    The Kenneth Cole Productions, Inc. Deferred Compensation Plan
is  a non-qualified plan maintained primarily to provide deferred
compensation  benefits for a select group of "highly  compensated
employees."   During  2002,  the  Company  added  a  second  plan
expanding  the  definition of "highly compensated  employees"  to
include  additional  Company management  based  on  salary.   The
Company accounts for the investments in the deferred compensation
plans  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  2002,  2001  and 2000, the Company deposited  $1,408,000,
$1,374,000   and  $1,308,000,  respectively,  into   Supplemental
Executive  Retirement Plans ("SERP") for certain key  executives.
The amounts have been recorded in deposits and sundry on the face
of  the  consolidated  balance  sheets.   These  plans  are  non-
qualified  deferred compensation plans.  Benefits  payable  under
these  plans  are  based upon the performance of  the  individual
directed  investments  from  the  Company's  initial  and  future
contributions.   Benefits earned under  the  SERP  begin  vesting
after 3 years from issuance, and become 75% vested after 10 years
and fully vested
upon  the  participant retiring at age 60 or later.  In addition,
SERP participants are covered by life insurance through a portion
of the Company's contribution.  The value of these investments at
December  31,  2002  and  2001  were $2,897,000  and  $2,234,000,
respectively,  which the Company accounts for in accordance  with
SFAS  115, "Accounting for Certain Investments in Debt and Equity
Securities",  and  such  investments  have  been  classified   as
trading.  The unrealized loss on the investments was recorded  as
selling,   general   and  administrative   expense   within   the
accompanying statements of income as a general operating expense.
In  addition,  the  Company recorded a long term  vested  benefit
obligation of approximately $641,000 and $324,000 at December 31,
2002 and 2001, respectively, within the accompanying Consolidated
Balance Sheets.

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.  For the year ended December 31, 2002, 2001,
and  2000  employees purchased 14,681, 20,074, and 6,652  shares,
respectively.  Total shares purchased through December  31,  2002
were 41,407.

Note L  - 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
$822,000.   At  December 31, 2002, future minimum lease  payments
consist of the following:
<TABLE>
<CAPTION>
     <S>                                                <C>
      2003                                               $177,000
      2004                                                      0
      2005                                                      0
      2006                                                      0
                                                         --------
      Total minimum lease payments                       $177,000
      Less amounts representing interest                   (6,000)
                                                         --------
      Present value of minimum lease payments             171,000
      Less current maturities                            (171,000)
                                                         --------
      Capital lease obligation, less current maturities  $      0
                                                         ========
</TABLE>

Note L - Commitments and Contingencies (continued)

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, 2002:
<TABLE>
<CAPTION>
      <S>                               <C>
      2003                               $ 22,090,000
      2004                                 22,233,000
      2005                                 21,298,000
      2006                                 20,082,000
      2007                                 18,970,000
      Thereafter                           98,287,000
                                         ------------
      Total minimum cash payments        $202,960,000
                                         ============
</TABLE>

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

   Rent  expense for the years ended December 31, 2002, 2001  and
2000  was $29,062,000, $26,999,000 and $18,477,000, respectively.
Sub-tenants  rental  income for 2002 and 2001  was  $967,000  and
$708,000,  respectively.  Future minimum rental income from  sub-
tenants for the next four years is approximately as follows:
<TABLE>
<CAPTION>
      <S>                              <C>
       2003                             $1,223,000
       2004                                893,000
       2005                                742,000
       2006                                742,000
       Thereafter                                0
                                        ----------
       Total minimum cash payments      $3,600,000
                                        ==========
</TABLE>

3. Letters of credit

   At  December  31, 2002 and 2001, the Company was  contingently
liable  for  approximately  $1,345,000  and  $1,104,000  of  open
letters  of  credit, respectively. In addition, at  December  31,
2002   and   2001,  the  Company  was  contingently  liable   for
approximately  $2,779,000 and $2,483,000 of  standby  letters  of
credit, respectively.


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 2002, 2001 and 2000, the Company had no  customer
account for more than 10% of consolidated 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, China and South Korea.  The Company attempts to limit the
concentration  with any one manufacturer.  However, approximately
54%  of  total  handbag purchases came from one  manufacturer  in
China  during  2002, while 36% of the handbag  purchases  by  the
Company   were  sourced  through  one  agent  utilizing   several
different factories in China during 2001.  Approximately 40%  and
44%  of  Kenneth  Cole and Reaction Kenneth Cole  men's  footwear
purchases  were  from  one manufacturer in Italy  utilizing  many
different   factories   during  2002  and   2001,   respectively.
Furthermore,  approximately 38% and 33% of Kenneth  Cole  ladies'
footwear was purchased from one manufacturer in Italy during 2002
and  2001,  respectively,  while 42%  of  Reaction  Kenneth  Cole
ladies'  footwear  purchases  were  sourced  through  one   agent
utilizing  several different factories in Brazil  in  2002.   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, 2002, the Company had approximately 8% 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 M  - Shareholders' Equity

1.  Common stock

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

2.  Preferred stock

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

3.  Common Stock repurchase

   On  February 21, 2001, the Board of Directors of  the  Company
authorized  management  to repurchase,  from  time  to  time,  an
additional  2,000,000 shares up to an aggregate 4,250,000  shares
of  the Company's Class A Common Stock.  As of December 31, 2002,
2,688,400  shares  were  repurchased in the  open  market  at  an
aggregate  price  of $61,695,000, reducing the  available  shares
authorized  for repurchase to 1,561,600.  The repurchased  shares
have been recorded as treasury stock.

Note N - Earnings Per Share

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

<TABLE>
                               For the Year Ended December 31,
                                2002        2001         2000
  <S>                       <C>          <C>          <C>
  Weighted average common
    shares outstanding       19,643,000   19,992,000   20,574,000
  Effect of dilutive securities:
    Stock options               947,000      753,000    1,318,000
                             ----------   ----------   ----------
  Weighted average common
    shares outstanding and common
    share equivalents        20,590,000   20,745,000   21,892,000
                             ==========   ==========   ==========
</TABLE>

Note O   - Licensing Agreements

1. Fragrance

   On March 14, 2001, the Company and American Luxury Brands LLC,
a  division of Givenchy, Inc., which is a wholly owned subsidiary
of  LVMH  Moet Hennessey Louis Vuitton, Inc., (collectively  with
its  subsidiaries and affiliates, "LVMH") entered into  a  multi-
brand  initiative to create, distribute and market fragrance  and
body  products  worldwide.  The agreement covers  the  trademarks
Kenneth Cole New York, Reaction Kenneth Cole, and Unlisted.   The
initial  term of the agreement is through December 31, 2007  with
options  to  renew through December 2022 based on  LVMH  reaching
certain sales thresholds during these periods.  LVMH is obligated
to pay the Company a percentage of net sales based upon the terms
of  the agreement.  LVMH launched under the Kenneth Cole New York
brand  for  the Holiday 2002 season mens' and womens'  fragrances
and   the   Company  expects  further  launches  for  its   other
trademarks.

2. Children's Apparel

   On  May 4, 2001, the Company signed an agreement with Wear  Me
Apparel  Corporation,  doing business as  Kids  Headquarters,  to
produce  boys'  and girls' sportswear under the Reaction  Kenneth
Cole  trademark.   The initial term of the agreement  is  through
December 31, 2004 with options to renew through December 31, 2007
based  upon  certain  sales thresholds being  met.   The  Company
receives a percentage of net sales from Kids Headquarters.  Boy's
sportswear  was launched during Fall 2002 with girl's  sportswear
expected to follow.


Note P  - Related Party Transactions

   During  2000, the Company contributed $500,000 to the  Kenneth
Cole  Foundation, followed by a contribution of $500,000  to  the
Kenneth Cole Productions, Inc. Foundation during 2002.  Both  the
Kenneth  Cole and the Kenneth Cole Productions, Inc.  Foundations
are  not  for  profit organizations that foster programs  to  aid
primarily  in  the  fields  of arts and culture,  education,  and
medical research.  In addition, the Board of Directors authorized
an  additional $600,000 contribution payable to the Kenneth  Cole
Productions, Inc. Foundation during 2002.


Note Q  - Quarterly Financial Data (Unaudited)

  Summarized  quarterly financial data for 2002 and  2001  appear
below (in thousands, except per share data):
<TABLE>
<CAPTION>
                            First     Second    Third    Fourth
                           Quarter   Quarter   Quarter   Quarter
<S>                       <C>       <C>       <C>       <C>
2002
Net sales                  $ 87,290  $ 93,245  $115,325  $108,476
Licensing revenue             5,621     6,005     8,195     8,892
Net revenues                 92,911    99,250   123,520   117,368
Gross profit                 43,764    46,093    54,221    53,716
Operating income              8,497     8,270    10,509    13,454
Net income                    5,521     5,418     6,788     8,418
Earnings per share basic      $0.28     $0.28     $0.34     $0.43
Earnings per share diluted    $0.27     $0.26     $0.33     $0.41

2001
Net sales                  $ 92,298  $ 82,746  $ 95,311  $ 95,454
Licensing revenue             5,124     5,954     5,916     5,122
Net revenues                 97,422    88,700   101,227   100,576
Gross profit                 43,988    40,996    44,345    41,375
Operating income              6,452     5,912     9,072     3,349
Net income                    4,554     3,983     5,862     2,217
Earnings per share basic      $0.22     $0.20     $0.30     $0.11
Earnings per share dilute     $0.21     $0.19     $0.29     $0.11
</TABLE>


Note R- Subsequent Event

  During March 2003, the Company repurchased 200,000 additional
shares of Class A Common Stock of an aggregate market value of
approximately $4,526,000.  The repurchased shares have been
recorded as treasury stock.








<PAGE>

                           Signatures

   Pursuant  to  the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                                   KENNETH COLE PRODUCTIONS, INC.

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

                                   Date: March 27, 2003


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


     Signature                  Title                           Date

/S/KENNETH D.COLE   Chief Executive Officer and Director   March 27, 2003
 Kenneth D. Cole

/S/PAUL BLUM        Executive Vice President,              March 27, 2003
Paul Blum           President and Director


/S/STANLEY A.MAYER  Executive Vice President,              March 27, 2003
 Stanley A. Mayer   Chief Financial Officer, Treasurer and Director

/S/DAVID P.EDELMAN  Senior Vice President Finance          March 27, 2003
David P. Edelman    (Principal Accounting Officer)

/S/ROBERT C.GRAYSON Director                               March 27, 2003
Robert  C. Grayson

/S/DENIS F.KELLY    Director                               March 27, 2003
Denis F. Kelly

/S/PHILLIP B.MILLER Director                               March 27, 2003
Phillip B. Miller


<PAGE>

                   CERTIFICATIONS PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Kenneth D. Cole, certify that:

         1.   I have reviewed this annual report on Form 10-K  of
  Kenneth Cole Productions, Inc.;

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

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

4.    The  registrant's  other  certifying  officer  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

     a.    designed  such disclosure controls and  procedures  to
       ensure   that   material  information  relating   to   the
       registrant,  including its consolidated  subsidiaries,  is
       made   known  to  us  by  others  within  those  entities,
       particularly  during  the  period  in  which  this  annual
       report is being prepared;

     b.    evaluated   the  effectiveness  of  the   registrant's
       disclosure controls and procedures as of a date within  90
       days  prior to the filing date of this annual report  (the
       "Evaluation Date"); and

     c.    presented in this annual report our conclusions  about
       the   effectiveness   of  the  disclosure   controls   and
       procedures  based on our evaluation as of  the  Evaluation
       Date;

     5.   The  registrant's other certifying officer and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's auditors and the audit committee of the registrant's
board   of   directors  (or  persons  performing  the  equivalent
function) :

     a.    all significant deficiencies in the design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and report financial date
       and have identified for the registrant's auditors and material
       weaknesses in internal controls;  and
     b.      any  fraud,  whether or not material, that  involves
       management  or  other  employees who  have  a  significant
       role in the registrant's internal controls;  and

     6.   The  registrant's other certifying officer and  I  have
indicated  in  this  annual  report whether  or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  the  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.



     By:  /s/   Kenneth D. Cole


     --------------------------------------

     Kenneth D. Cole

     Chief Executive Officer



Date:  March 27, 2003



<PAGE>




CERTIFICATION

I, Stanley A. Mayer, certify that:

     1.   I have reviewed this annual report on Form 10-K of Kenneth
       Cole Productions, Inc.;

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

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

       4.   The registrant's other certifying officer and  I  are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

     a.   designed  such  disclosure controls and  procedures  to
       ensure   that   material  information  relating   to   the
       registrant,  including its consolidated  subsidiaries,  is
       made   known  to  us  by  others  within  those  entities,
       particularly  during  the  period  in  which  this  annual
       report is being prepared;

     b.     evaluated   the  effectiveness  of  the  registrant's
       disclosure controls and procedures as of a date within  90
       days  prior to the filing date of this annual report  (the
       "Evaluation Date"); and

     c.    presented in this annual report our conclusions  about
       the   effectiveness   of  the  disclosure   controls   and
       procedures  based on our evaluation as of  the  Evaluation
       Date;

     5.   The  registrant's other certifying officer and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's auditors and the audit committee of the registrant's
board   of   directors  (or  persons  performing  the  equivalent
function) :

     a.   all significant deficiencies in the design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and report financial date
       and have identified for the registrant's auditors and material
       weaknesses in internal controls;  and

     b.      any  fraud,  whether or not material, that  involves
       management  or  other  employees who  have  a  significant
       role in the registrant's internal controls;  and

     6.   The  registrant's other certifying officer and  I  have
indicated  in  this  annual  report whether  or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  the  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.




     By:  /s/  Stanley A. Mayer


     --------------------------------------

     Stanley A. Mayer

     Chief Financial Officer



Date:  March 27, 2003

<PAGE>
<TABLE>
                            Kenneth Cole Productions, Inc.
                                     Schedule II
                          Valuation and Qualifying Accounts
                For the Years Ended December 31, 2002, 2001, and 2000

<CAPTION>
                               Balance at   Charged to               Balance
                               Beginning    Costs and                 at End
Description                    of Period     Expenses  Deductions   of Period
<S>                            <C>         <C>          <C>       <C>
Year ended December 31, 2002
Allowance for doubtful accounts $  (675,000)$  (244,000) $444,000  $  (475,000)
Reserve for returns and
 sales allowances                (9,165,000)   (235,000)            (9,400,000)
                                ----------- -----------  --------  -----------
                                $(9,840,000)$  (479,000) $444,000  $(9,875,000)
                                =========== ===========  ========  ===========
Year ended December 31, 2001
Allowance for doubtful accounts $  (550,000)$  (808,000) $683,000  $  (675,000)
Reserve for returns and
  sales allowances               (7,780,000) (1,385,000)            (9,165,000)
                                ----------- -----------  --------  -----------
                                $(8,330,000)$(2,193,000) $683,000  $(9,840,000)
                                =========== ===========  ========  ===========
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)
                                =========== ===========  ========  ===========


</TABLE>



<PAGE>
    Kenneth Cole Productions, Inc.
             Exhibit 21.01

         List of Subsidiaries             State of Incorporation

Cole 57th. St., LLC                     Delaware
Cole 610 Fifth Avenue, LLC              Delaware
Cole Amsterdam, B.V.                    Amsterdam
Cole Amsterdam, Inc.                    Delaware
Cole Aspen, Inc.                        Delaware
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 Dawsonville, Inc.                  Delaware
Cole Fashion Valley, Inc.               Delaware
Cole Forum, 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 Jersey Gardens, LLC                Delaware
Cole Las Vegas, 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, LLC                       Delaware
Cole Phipps, Inc.                       Georgia
Cole Pike, Inc.                         Delaware
Cole Productions, Inc.                  Delaware
Cole Reading Outlet, Inc.               Pennsylvania
Cole Riverhead, Inc.                    Delaware
Cole Santa Monica, Inc.                 Delaware
Cole Scottsdale, Inc.                   Delaware
Cole SFC, LLC                           Delaware
Cole Short Hills, Inc.                  New Jersey
Cole Somerset, Inc.                     Michigan
Cole South Beach, Inc.                  Florida
Cole Stanford, Inc.                     California
Cole Tempe, LLC                         Delaware
Cole Tyson, Inc.                        Virginia
Cole Venetian, LLC                      Delaware
Cole Viejo, LLC                         Delaware
Cole Waikele, Inc.                      New York
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, LP            Delaware
Kenneth Cole Services, Inc.             Delaware
Kenneth Cole Trading, Inc.              Delaware
Kenneth Cole Woodbury, Inc.             Delaware
Kenneth Cole, Inc.                      New York
Kenneth Productions, Inc.               Delaware
Kenth Ltd.                              Hong Kong
Riveria Holding, LLC                    Delaware


<PAGE>




Exhibit 23.01


CONSENT OF INDEPENDENT AUDITORS


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  February  21,  2003,  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, 2002.



                                   /s/ ERNST & YOUNG LLP



New York, New York
March 27, 2003




<PAGE>






                                                    Exhibit 99.01
                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Kenneth Cole Productions,
Inc.  (the "Company") on Form 10-K for the period ended  December
31, 2002 as filed with the Securities and Exchange Commission  on
the  date hereof (the "Report"), I, Kenneth D. Cole, Chairman and
Chief  Executive Officer of the Company, certify, pursuant to  18
U.S.C.  1350, as adopted pursuant to  906 of the Sarbanes-Oxley
Act of 2002, that:
           (1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
           (2)  The  information contained in the  Report  fairly
presents,  in all material respects, the financial condition  and
results of operations of the Company.

/s/ Kenneth D. Cole

Kenneth D. Cole
Chairman and Chief Executive Officer
Kenneth Cole Productions, Inc.
March 27, 2003







<PAGE>

                                                    Exhibit 99.02
                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

/s/ Stanley A. Mayer

Stanley A. Mayer
Executive Vice President and
Chief Financial Officer
Kenneth Cole Productions, Inc.
March 27, 2003