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

                           FORM 10-K/A
                         AMENDMENT NO. 1
(Mark One)
 X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

  For the fiscal year ended December 31, 2003

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

  For the transition period from___________to___________

                   Commission File No. 1-13082
                 KENNETH COLE PRODUCTIONS, INC.
     (Exact name of Registrant as specified in its charter)

       New York                                      13-3131650
     (State or Other Jurisdiction of              (I.R.S. Employer
     Incorporation or Organization)             Identification Number)

            603 West 50th Street, New York, NY  10019
            (Address of Principal Executive Offices)

                         (212) 265-1500
                  Registrant's telephone number

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

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

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

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

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

       Aggregate  market  value  of  the  voting  stock  held  by
nonaffiliates  of the registrant as of the close of  business  on
June 30, 2003:  $ 210,620,264

      Number  of shares of Class A Common Stock, $.01 par  value,
outstanding as of the close of business on
March 10, 2004:  11,789,278

       Number of shares of Class B Common Stock, $.01 par  value,
outstanding as of the close of business on
March 10, 2004:  8,145,497
               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, 2004.
<PAGE>
Kenneth Cole Productions, Inc. Form 10-K/A Amendment No. 1

Explanatory Note

This Amendment No. 1 on Form 10-K/A to Kenneth Cole Productions, Inc.
Annual Report on Form 10-K for the year ended December 31, 2003 is
being filed solely to add the signed accountants' report which was
inadvertently omitted during the edgarization process and to update
Item 9a which contained a reference to outdated rules. No changes were
made to the financial statements or footnotes to the financial statements.

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

Kenneth Cole Productions, Inc.
(Registrant)


by /s/ DAVID P. EDELMAN

------------------------------
(David P. Edelman)
Chief Financial Officer
<PAGE>
                 Kenneth Cole Productions, Inc.
                        TABLE OF CONTENTS

                                                               Page
                             PART I
 Item 1   Business                                              3

 Item 2   Properties                                            16

 Item 3   Legal Proceedings                                     17

 Item 4   Submission of Matters to a Vote of Security Holders   17

                             PART II

 Item 5   Market for Registrant's Common Equity, Related
          Shareholder Matters, and Issuer of Purchases of
          Equity Security                                       18

 Item 6   Selected Financial Data                               19

 Item 7   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                   20

 Item 7A  Quantitative and Qualitative Disclosures about
          Market Risk                                           26

 Item 8   Financial Statements and Supplementary Data           27

 Item 9   Changes in and Disagreements  with Accountants on
          Accounting and Financial Disclosure                   27

 Item 9A  Controls and Procedures                               27

                             PART III

 Item 10  Directors and Executive Officers of the Registrant    28

 Item 11  Executive Compensation                                28

 Item 12  Security Ownership of Certain Beneficial Owners and
          Management and Related Shareholder Matters            28

 Item 13  Certain Relationships and Related Transactions        28

 Item 14  Principal  Accountant  Fees  and  Services            28

                             PART IV

 Item 15  Exhibits,  Financial   Statement Schedules and
          Reports on Form 8-K                                   29
<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.  During 2003, the Company
added  the  Bongo trademark brand for footwear through a  license
agreement.   The  Company's products are targeted  to  appeal  to
fashion   conscious   consumers,  reflecting   a   casual   urban
perspective  and  a  lifestyle uniquely associated  with  Kenneth
Cole. These products include core basics that generally remain in
demand  from  season  to  season and fashion  products  that  are
designed  to  establish  or  capitalize  on  market  trends.  The
combination  of  basic  products  and  fashion  styles   provides
freshness  in assortments and maintains a fashion-forward  image,
while a multiple brand strategy helps diversify business risk.

   The Company markets its products to more than 7,500 department
and  specialty store locations, as well as through  its  Consumer
Direct  business, which includes an expanding base of retail  and
outlet   stores,  consumer  catalogs  and  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,  dress
pants,  sportswear,  neckwear, briefcases,  portfolios,  jewelry,
fragrance,  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,   fragrance,
swimwear,  and luggage.  In addition, the Company licenses  boys'
apparel  under  the  Reaction Kenneth Cole brand,  which  further
broadens the Kenneth Cole lifestyle collection.

Business Growth Strategies

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

   Wholesale.  By  strengthening and streamlining its  department
store  distribution channels, the Company continues to  reinforce
the  segmentation  of  its  brands at wholesale,  promoting  even
greater  growth capability for each of its brands in the  future.
This   approach  will  facilitate  the  broadening   of   product
offerings,  attract new customers and further enable the  Company
to address a wider variety of customers' needs, both domestically
and  internationally.  Building on its distribution channels, the
recent  addition of the Bongo brand to its footwear business  has
given the Company the ability to reach another distribution  tier
as  well  as  customer base.  By combining retail  and  wholesale
merchandising functions, the Company is in a better  position  to
respond   quickly  to  market  changes,  thereby  enabling   each
wholesale  division  to deliver appropriate fashions  in  a  more
timely and effective manner.  This approach has been effective in
maintaining  the strength of the Kenneth Cole New York,  Reaction
Kenneth  Cole  and  Unlisted  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, 2003,  the  Company
operated  83 specialty retail and outlet stores as compared  with
80  stores as of December 31, 2002. The Company plans to open  or
expand  approximately  7 to 11 stores in 2004,  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, 2003 and expects to open additional Reaction
Kenneth  Cole  stores.  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 support for causes the Company believes are important  to
its   customers.  The  Company  has  strengths  in  its  existing
capabilities   in  customer  service,  including   telemarketing,
merchandising, catalog, fulfillment and e-commerce.  Accordingly,
the  Company believes it has a strategic advantage over companies
that   do   not  support  or  continually  improve  on   emerging
technologies to compliment their consumer direct businesses.

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

  Licensing/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. The Company continues to grow  its  market
share  in both the men's and women's apparel businesses  and  has
started  to penetrate new price tiers with Reaction Kenneth  Cole
branded products.  The Company believes that women's apparel will
further  define and enhance the Company's brands,  improving  its
ability to deliver the product that the Company's customers seek.
Building  on  the  continued growth in  womenswear,  the  Company
launched  women's  swimwear  line  during  2003.   Menswear   has
sustained growth despite difficult retail conditions, even as the
business matures.  This growth has prompted the Company to expand
its  existing  men's product categories to include  dress  pants,
which  was  launched  in  Fall  2003.   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 infants' and toddlers'  apparel.
The  Company's fragrance license with Coty, Inc. (a  division  of
The  Lancaster  Group) is designed to expand  consumer  awareness
through Coty's global marketing group and provide an extension of
brand   awareness  to  the  Company  licensees  and  partnerships
internationally and domestically.  During the Fall  2003  season,
Coty,  Inc.  successfully launched Kenneth Cole  Black  for  men,
which  was  one  of the seasons' top performers.   This  will  be
followed  by  Black  for women in Spring 2004.   The  Company  is
committed   to  strategically  further  expanding   its   product
classifications internationally and to continue to  build  growth
through  brand awareness and diversity.  During 2003, the Company
signed  a  wholesale  apparel  and  retail  distribution  license
agreement  in  Australia, an agreement for  distribution  in  the
Middle  East and is currently exploring new markets.  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,
along  with  its newly licensed brand for footwear,  Bongo,  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 "Signature"), in-store shops
and the licensing of many new product categories.

   Kenneth  Cole New York men's footwear, primarily  manufactured
through   Italian   factories,  is  designed   as   contemporary,
comfortable  leather fashion footwear and is sold to the  bridge-
designer market at retail price points ranging from approximately
$140  to $250.  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
through  Italian,  Spanish,  and  Brazilian  factories,  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
$250.   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 $225.  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 for outside the office, with an emphasis
on  comfort, versatility, contemporary styling and value.  It  is
targeted  to  compete in the largest single category of  footwear
sold in department stores, women's "better", and the majority  of
the  line  retails  primarily in the $60  to  $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 have  been
styled  to appeal to the same young, hip customer as the Reaction
Kenneth  Cole  footwear line to meet the  varying  needs  of  the
Company's customers.  This line generally retails at price points
ranging from approximately $30 to $90.

    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 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 from $30 to $50.  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  $60
with approximately 60 styles per season.  Unlisted men's footwear
continues  brand  penetration through additional door  expansion,
continuing  its  strong growth, capitalizing on the  large  youth
consumer  base.   The line includes casual and dress  assortments
with  a variety of fashion styles to compliment the selection  of
approximately 50 styles per season.  Unlisted men's  footwear  is
expected  to  appeal to a broader young men's market  with  shoes
that range at retail price points from $50 to $90.

Bongo

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

   Currently, Bongo footwear includes only women's and children's
footwear lines although the Company plans to provide a men's line
at  some  point in the future.  The women's footwear line  has  a
wide  variety of styles for casual, weekend, and special  evening
events  including pumps, boots, and loafers, among  others.   The
price  points range from $30 to $50 with approximately 40  styles
per  season.  Children's price points range from $20 to $35  with
approximately 5 styles per season.  The brand provides  a  market
that  the Company was not previously penetrating with its branded
products.


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,
                                  2003     2002     2001
        <S>                      <C>      <C>      <C>
         Wholesale                 54%      55%      51%
         Consumer Direct           38       38       43
         Licensing/International    8        7        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 previously increased the size of its  corporate
account specialist's staff and anticipates continued build up, as
it believes its investment in account specialists is essential to
the maintenance and growth of its wholesale businesses.

   The  Company's  products are distributed to  more  than  1,700
wholesale accounts for sale in more than 7,500 store locations in
the  United  States. The Company markets its branded products  to
major  department stores and chains, such as 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 Australia, United Kingdom, Mexico, Hong  Kong,
Taiwan, South Korea, the Philippines, Singapore, Latin and  parts
of  South  America and the Caribbean.  During 2003,  the  Company
ended  its  license  for  distribution in  Canada.   The  Company
assumed the operations, which are managed from its New York  City
headquarters  with  a  sales  staff and  distribution  center  in
Canada.  The Company also assumed the Canadian handbag operations
for 2004 after its license agreement ended on December 31, 2003.

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

  Private Label

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


Consumer Direct Operations

   Retail Operations

   The  Company continues to pursue opportunities to enhance  and
expand  its retail operations.  At December 31, 2003, the Company
operated  48  specialty retail stores and 33 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
specialty retail stores enable the Company to reach consumers who
prefer  the  environment of a specialty store.  The Company  also
has two Reaction stores, one located in New York City and one  in
Florida  that were opened as a result of the success of  Reaction
at  retail  by the Company's wholesale operations.   The  Company
expects to expand store openings in the future after the Reaction
store  concept  is defined.  Approximately 25% of  the  Company's
specialty retail store products are sourced exclusively for  such
stores  to differentiate the product mix of its stores from  that
of  its  wholesale customers.  The Company opened  two  specialty
retail  stores and closed one store in 2003 and plans to open  or
expand four to six new specialty retail stores in 2004.

   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 2003 and has plans to open or
expand three to five outlet stores in 2004.

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

       Catalog, Website and Customer Service

   The  Company produces consumer catalogs that feature a variety
of  Kenneth  Cole  New  York and 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  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 2003.  As a result of the continued  growth  in
men's  and  women's apparel, the Company plans to compliment  its
mens  and  womenswear  lines  with the  introduction  of  women's
swimwear  and men's dress pants to the Kenneth Cole and  Reaction
product  lines.   This  will be followed by men's'  and  women's'
fragrances  for  other Company brands, whereby the  Company  will
draw  upon  Kenneth  Cole's creative strength and  the  marketing
resources of Coty, Inc., 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 Casual Pants           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 Swimwear       X             X            X
Men's/Women's Watches        X             X            X
Men's/Women's Optical Frames X             X
Men's/Women's
   Luggage/Briefcases        X             X
Men's/Women's Sunglasses     X             X            X
Men's/Women's Fragrances     X             X            X
Children's Apparel                         X

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

  International

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

   The  Company has an agreement presently with Dickson Concepts,
Ltd.  ("Dickson")  to retail Kenneth Cole New York  and  Reaction
Kenneth  Cole  branded products through established  freestanding
stores  in  Hong  Kong, Taiwan and Singapore.  Dickson  presently
operates eight freestanding stores in these countries as well  as
several  shop-in-shops.  Each store carries a  selection  of  the
Company's  merchandise, which is also available  in  the  Kenneth
Cole   domestic  retail  stores.   In  addition,  the   Company's
continued  focus on the Asian market included seven shop-in-shops
in  Korea  through its licensee, Chiel Industries, a division  of
Samsung  Industries, three retail stores and three  shop-in-shops
in  the  Philippines, through the Company's Philippine  licensee,
Store  Specialists,  Inc.  (Rustan's Department  Store).   During
2003,  the  Company entered into a wholesale apparel  and  retail
distribution  agreement for Australia.  The licensee  will  begin
shipping  in  2004  and  expects to open freestanding  stores  in
Australia during 2005.

   In North America, the Company, through licensing arrangements,
continues  to  sell  and  market its  products  in  Canada.   The
majority  of  product classifications available domestically  are
also  available  in Canada.  Currently, the Company  operates  in
Canada through two licensees and the use of shop-in-shops, as its
footwear  and  handbag licensee businesses  have  been  taken  in
house.   The  Latin  American  licensee  agreement  covers  Latin
America,  South America and the Caribbean, with the exception  of
Brazil, Argentina and Uruguay.  Currently, the Company's licensee
operates  14  freestanding stores and 19  shop-in-shops  in  this
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 department  stores
within  the United Kingdom.  The Company continues to investigate
opportunities  that  impact this market  as  well  as  other  new
markets throughout the globe.

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

Design

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

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

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

Sourcing

    The  Company  does  not  own  or  operate  any  manufacturing
facilities.   Instead it sources its branded  and  private  label
products  directly  or  indirectly  through  independently  owned
manufacturers  in  Italy, Spain, Brazil, China and  Korea,  among
others.  The Company maintains an office in Florence,  Italy  and
generally   has   long-standing   relationships   with    several
independent buying agents to monitor the production, quality  and
timely   distribution  of  the  Company's   products   from   its
manufacturers.   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
32% and 54% of total handbag purchases came from one manufacturer
in  China during 2003 and 2002, respectively.  Approximately  36%
and  40% of Kenneth Cole and Reaction Kenneth Cole men's footwear
were  produced  by  one manufacturer in Italy, utilizing  several
different  factories  in Europe in 2003 and  2002,  respectively.
Furthermore,  approximately 37% and 38% of  Kenneth  Cole  ladies
footwear was purchased from one manufacturer in Italy during 2003
and  2002,  respectively, while 57% and 42% of  Reaction  Kenneth
Cole   ladies   footwear  purchases  were  sourced  through   one
manufacturer  in Italy and one agent utilizing several  different
factories  in  Brazil  in 2003 and 2002, respectively.   Many  of
these  manufacturers,  however, subcontract  a  portion  of  such
purchases to ensure the consistent and timely delivery of quality
products.   The Company is a large customer of several  of  these
manufacturers  and  has  established long-standing  relationships
with  them.   While  the  Company  believes  it  has  alternative
manufacturing  sources available to meet its current  and  future
production requirements, there can be no assurance that,  in  the
event   the   Company   is  required  to   change   its   current
manufacturers, alternative suppliers will be available  on  terms
comparable to the Company's existing arrangements.

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

Advertising and Marketing

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

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

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

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

Distribution

    To   facilitate  distribution,  the  Company's  products  are
inspected,  bar  coded, packed and shipped from manufacturers  by
ocean or air to the Company's distribution facilities located  in
the   United  States  of  America.  The  Company  utilizes  fully
integrated  information  systems  and  bar  code  technology   to
facilitate  the receipt, processing and distribution  of  product
through  its  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 re-supply its retail  store
on  a  variety of products thereby enhancing its service  to  the
Company's retail operations through improved inventory management
and customer response.

Management Information Systems

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

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

Trademarks

   The Company, through its wholly-owned subsidiary, Kenneth Cole
Productions  (LIC),  Inc.,  owns federal  registrations  for  its
principal  trademarks  Kenneth  Cole,  Kenneth  Cole  New   York,
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 throughout the world.  The Company regards its
trademarks and other proprietary rights as valuable assets in the
marketing and distribution of its products, and fully intends  to
maintain,  renew  and  protect  the  registrations,  as  well  as
vigorously defend all of its trademarks against infringements.

Competition

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

Foreign Operations

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

   In order to reduce the risk of exchange rate fluctuations, the
Company  routinely  enters  into forward  exchange  contracts  to
protect  the  future purchase price of inventory  denominated  in
Euro.  These Euro 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  2003  and  2002, the Company had no customer or  group  under
common  ownership  account  for  more  than  10%  of  sales.  The
Company's  ten largest customers represented 37.9% and  35.9%  of
the Company's net sales for the years ended December 31, 2003 and
2002,  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  $60.1
million and $58.1 million, at February 26, 2004 and February  27,
2003, 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,  2003, the Company had  approximately  2,000
employees,  115 of who 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.
The  Company  plans to outsource its distribution  operation  and
close its New Jersey distribution center at the expiration of the
collective  bargaining  agreement.   The  Company  considers  its
relationship   with  its  employees  and  their   union   to   be
satisfactory,  however, there can be no assurance that  the  non-
renewal  of the collective bargaining agreement will not  have  a
material adverse effect on the Company.


Directors and Executive Officers

Name                   Age    Present Position

Kenneth D. Cole          49   Chief Executive Officer
Paul Blum                44   President
Stanley A. Mayer         56   Executive Vice President and Chief
                                 Financial Officer
Jaryn  Bloom             39   Terminated, Formerly Senior Vice President-
                                 Consumer Direct
Harry Kubetz             50   Senior Vice President-Operations
Susan Q. Hudson          44   Senior Vice President-Wholesale
Robert C. Grayson        59   Director
Denis F. Kelly           54   Director
Philip B. Miller         65   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, he is on the Board of Trustees of the
Sundance  Film  Festival.   Mr.  Cole  is  also  a  Director  and
President of nearly all of the wholly owned subsidiaries  of  the
Company.

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

    Jaryn  Bloom has served as Senior Vice President of  Consumer
Direct from September 1997 through March 2003.  Prior, she served
as   Divisional  President  Retail  and  in  various  roles  with
increasing responsibility since joining the Company in 1986.  Ms.
Bloom  is  no longer employed by the Company.  Harry  Kubetz  has
served  as Senior Vice President of Operations since joining  the
Company  in  April 1996.  Mr. Kubetz was President of  "No  Fear"
Footwear,  Inc. from 1994 until 1996.  From 1992 until 1994,  Mr.
Kubetz  was Executive Vice President of Asco General Supplies,  a
wholly owned subsidiary of Pentland, PLC.

    Susan  Q.  Hudson  has  served as  Senior  Vice  President  -
Wholesale  since  February 1998.  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  a  partner  in  Berglass-Grayson,  a
management  consulting and executive search firm.  From  1992  to
1996,  Mr.  Grayson served initially as an outside consultant  to
Tommy   Hilfiger  Corp.,  a  wholesaler  and  retailer  of  men's
sportswear and boyswear, and later accepted titles of Chairman of
Tommy  Hilfiger Retail, Inc. and Vice Chairman of Tommy  Hilfiger
Corp.    From  1970  to  1992,  Mr.  Grayson  served  in  various
capacities  for  Limited Inc., including  President  and  CEO  of
Lerner  New  York  from 1985 to 1992, and President  and  CEO  of
Limited  Stores from 1982 to 1985.  He also serves as a  director
of Ann Taylor Corporation and Lillian August, Inc.

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

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

Available Information

   The  Company files its annual, quarterly, and current  reports
and   other   information  with  the  Securities   and   Exchange
Commission.  The Company's annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments
to  those reports filed or furnished pursuant to Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934, as amended,  are
available  free  of  charge in the "Investor" section  under  the
subheading    of   "About   Us"   on   the   Company's    website
www.kennethcole.com.  These reports, and any amendments to  these
reports,  are made available on our website as soon as reasonably
practicable after such reports are filed with or furnished to the
Securities and Exchange Commission.

   In  addition, the Company's website, www.kennethcole.com, will
include,  free  of charge, items related to corporate  governance
matters,  including our Corporate Governance Guidelines, charters
of  various committees of our Board of Directors and our Code  of
Business Conduct and Ethics applicable to our employees, officers
and  directors.  A  printed  copy  of  our  Corporate  Governance
Guidelines  and our Code of Business Conduct and Ethics  will  be
available  no  later than May 27, 2004, the date  of  the  annual
shareholders meeting, without charge by sending a written request
to:   Investor  Relations,  Kenneth  Cole  Productions,  Inc.,  2
Emerson Lane, Secaucus, NJ  07094.


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
have  been  terminated  as  of April  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.  The Company has entered into a new 10-year  lease
for   51,000  square  feet  in  Secaucus,  New  Jersey  for   its
administrative offices.  The distribution facility will be  moved
to  a  public warehouse on the East coast.  In addition to  these
two leases, the Company also leases a 23,500 square foot facility
in  Secaucus used for outlet store space as well as an additional
distribution  warehousing  facility.  The  Company  also  has   a
technical  and  administrative office in  Florence,  Italy.   The
Company does not own or operate any manufacturing facilities.

   The  Company leases space for all of its 50 full price  retail
stores  (aggregating approximately 222,000 square  feet)  and  33
outlet  stores  (aggregating approximately 160,000 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,  Related
Shareholder Matters, and Issuer Purchases of Equity Securities

   The  Company's  Class  A Common Stock  is  listed  and  traded
(trading  symbol:  KCP) on the New York Stock Exchange  ("NYSE").
On  March 10, 2004 the closing sale price for the Class A  Common
Stock  was $32.15.  The following table sets forth the  high  and
low  closing  sale prices for the Class A Common Stock  for  each
quarterly  period  for  2002 and 2003, as reported  on  the  NYSE
Composite Tape:


     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

     2003:                         High            Low

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


   The number of shareholders of record of the Company's Class  A
Common Stock on March 10, 2004 was 64.

   There  were  four holders of record of the Company's  Class  B
Common  Stock on March 10, 2004.  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, 2003,
2,888,400  shares  were  repurchased in the  open  market  at  an
aggregate  price  of $66,221,000, reducing the  available  shares
authorized  for repurchase to 1,361,600.  The repurchased  shares
have been recorded as treasury stock.

Dividend Policy

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

   During  the  third  quarter 2003, the  Company  established  a
quarterly  dividend and paid a cash dividend of $0.075 per  share
on  September 18, 2003 to shareholders of record at the close  of
business on August 28, 2003.  During the fourth quarter 2003, the
Company increased the quarterly cash dividend to $0.09 per  share
and paid it on December 13, 2003 to shareholders of record at the
close of business on November 25, 2003.

   On  February 26, 2004, the Board of Directors of  the  Company
declared  and increased the quarterly cash dividend to $0.12  per
share payable on March 25, 2004 to shareholders of record at  the
close of business on March 9, 2004.

<PAGE>
Item 6.   Selected Financial Data

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


<TABLE>
<CAPTION>
                             2003     2002     2001     2000     1999
<S>                       <C>      <C>      <C>      <C>      <C>
Income Statement Data:
Net sales                  $430,101 $404,336 $365,809 $387,148 $298,262
Royalty revenue(2)           38,252   28,713   22,116   21,619   14,955
Net revenue                 468,353  433,049  387,925  408,767  313,217
Cost of goods sold          258,457  235,255  217,221  217,046  169,976
Gross profit(3)             209,896  197,794  170,704  191,721  143,241
Selling and general
 administrative expenses(1) 157,824  152,618  145,919  130,967  102,625
Impairment of long-
 lived assets                 1,153    4,446
Operating income             50,919   40,730   24,785   60,754   40,616
Interest income, net            825    1,102    2,135    3,228    1,280
Income before provision
 for income taxes            51,744   41,832   26,920   63,982   41,896
Provision for income taxes   19,145   15,687   10,304   25,592   16,968
Net income                   32,599   26,145   16,616   38,390   24,928
Earnings per share:
Basic                         $1.66    $1.33     $.83    $1.87    $1.24
Diluted                       $1.59    $1.27     $.80    $1.75    $1.18
Weighted average shares outstanding:
Basic                        19,609   19,643   19,992   20,574   20,102
Diluted                      20,486   20,590   20,745   21,892   21,059
</TABLE>


<TABLE>
<CAPTION>

                             2003     2002     2001     2000     1999
<S>                       <C>      <C>      <C>      <C>      <C>
Balance Sheet Data:
Working capital            $154,161 $124,103 $ 96,709 $103,768 $106,057
Cash                        111,102   91,549   68,966   74,608   71,415
Inventory                    44,851   43,724   30,753   42,361   39,553
Total assets                273,841  240,317  201,889  212,370  176,859
Total debt, including
  current maturities                     171      383      576      758
Total shareholders' equity  196,334  164,902  140,894  145,636  125,331
</TABLE>


(1)  Includes shipping and warehousing expenses.
(2)  Includes one-time payments related to the transfer of the
Company's fragrance and sunglass licenses during 2003.
(3)  Includes a gain of $860,000 for pricing differences
discovered during the Company's rotational license audits during
2002.
<PAGE>


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

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

Overview

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

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

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

   The  Company  recorded  record  revenues of $468.4 million for
the year ended  December 31,  2003 and diluted earnings per share
grew  25.2% to  $1.59 from $1.27 year over year.   The Company is
pleased with its  Kenneth Cole New York  business,  strong growth
in its diffusion  brands,  upward  trend in its  Consumer  Direct
business  and  its continued success in a wide variety of license
product  classifications.   The  Company's  Balance Sheet remains
strong with  $111.1 million in cash  and  no debt at December 31,
2003.   Additionally,  the  Company  continues to  implement cost
reduction  strategies,   resulting  in  a  decrease  in  selling,
general  and  administrative  expenses as a percentage of revenue
and  established its  quarterly  cash  dividend during  the third
quarter  of  2003.   The Company is pleased with the results  and
believes  that it is well  positioned,  both in the near term and
for many years ahead.


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.

Income Taxes

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

Litigation

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

Contingencies

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



Results of Operations

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

<TABLE>
<CAPTION>
                                        2003     2002     2001
<S>                                   <C>      <C>      <C>
Net sales                               91.8%    93.4%    94.3%
Royalty revenue                          8.2      6.6      5.7
                                       ------   ------   ------
Net revenues                           100.0    100.0    100.0
Cost of goods sold                      55.2     54.3     56.0
                                       ------   ------   ------
Gross profit                            44.8     45.7     44.0
Selling, general and administrative
expenses                                33.7     35.2     37.6
Impairment of long-lived assets          0.2      1.1
Operating income                        10.9      9.4      6.4
Income before provision for income
taxes                                   11.1      9.7      6.9
Provision for income taxes               4.1      3.7      2.6
                                       ------   ------   ------
Net income                               7.0%     6.0%     4.3%
                                       ======   ======   ======
</TABLE>

Year  Ended December 31, 2003 Compared to Year Ended December 31,
  2002
  Net revenues increased $35.3 million, or 8.2% to $468.4 million
in  2003  from $433.0 million in 2002.  This increase 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 $16.9 million  or  7.1%  to  $253.5
million  in  2003 from $236.6 million in 2002.  This increase  is
attributable  to  improved sales across  the  Company's  footwear
brands:   Kenneth  Cole  New  York,  Reaction  Kenneth  Cole  and
Unlisted  and  the additional sales of  Bongo licensed  footwear,
offset  by  a  decline  in  the handbag business.   The  footwear
business  increased  sales  from improved  sell-thrus,  but  were
partially offset by the tightening of inventory levels by certain
major  Company  customers, while the Company  commenced  a  major
initiative  to  reposition its handbag business.  The  associated
distribution  and  merchandising have resulted  in  creating  the
current short-term sales reduction.  In the longer term, however,
the  Company believes these initiatives will produce  a  stronger
business  and a corner stone of the brands.  The Company believes
its  focus on improving product offerings, advertising campaigns,
marketing efforts, website, catalogs and growing retail presence,
combined  with  the marketing efforts of its licensees,  will  be
significant factors to strengthen and define its distinct brands,
Kenneth Cole New York, Reaction Kenneth Cole, Unlisted and  Bongo
across  all product classifications, thereby increasing  consumer
demand for the Company's brands in the future.

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

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

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

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

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

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

  The  Company's  effective tax rate decreased to 37.0%  for  the
year  ended  December  31, 2003 from 37.5% in  the  corresponding
period  last year.  The decrease 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  increased  $6.5
million,  or  24.7%  to  $32.6  million  (7.0%  of  net  revenue)
including an asset impairment charge of $1.2 million for the year
ended  December 31, 2003 from $26.1 million (6.0% of net revenue)
including an asset impairment charge of $4.4 million and  a  gain
of  $860,000 included in gross profit for the year ended December
31, 2002.

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.

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, 2003,  working  capital  was
$154.2 million compared to $124.1 million at December 31, 2002.

  Net cash provided by operating activities was $32.9 million  in
2003  compared  to  $33.4  million in 2002.   This  increase  was
primarily attributable to increased earnings offset by the timing
of  various payables and receivables, as well as, the increase in
the  Company's  deferred rent obligations and  the  reduction  of
amounts of long-lived impaired assets.

  Net  cash used in investing activities was $9.5 million in 2003
compared  to  $7.3  million in 2002.  Capital  expenditures  were
approximately  $9.5 million, $7.3 million and $10.6  million  for
2003,  2002,  2001,  respectively.   Expenditures  on  furniture,
fixtures,  and  leasehold  improvements  for  new  retail   store
openings and expansions were $4.6 million, $3.9 million and  $8.6
million  in  2003, 2002, and 2001, respectively.   The  remaining
expenditures  were primarily for leasehold improvements  for  the
renovation   of   the   Company's  corporate   headquarters   and
information system enhancements.

  Net  cash used in financing activities was $3.8 million in 2003
compared   to   $3.5  million  in  2002.   This  is   principally
attributable  to  the  Company's payment  of  cash  dividends  of
approximately  $3.3  million  to  Class  A  and  B  Common  Stock
shareholders  offset  by  stock option proceeds.   Proceeds  from
stock-option  exercised amount to $3.9 million and  $1.0  million
for the year ended December 31, 2003 and 2002, respectively.   In
addition,  the Company purchased 200,000 shares of  its  Class  A
Common Stock at an average price of $22.63 purchased for the year
ended  December 31, 2003 compared to 200,000 shares at an average
price  of  $22.81 for the year ended December 31,  2002.   As  of
December  31,  2003, the Company has 4,250,000 shares  authorized
for  repurchase with 1,361,600 shares remaining from its  buyback
authorization.

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

    The   Company's   material  obligations   under   contractual
agreements,  primarily  commitments  for  future  payments  under
operating lease agreements as of December 31, 2003 are summarized
as follows:

<TABLE>
<CAPTION>
                                    Payments  Due by Period
                     Total       1 year      2-3         4-5       After 5
                                or less     years       years       years
<S>            <C>          <C>         <C>         <C>         <C>
Operating Leases
 and Other
 Obligations    $203,462,000 $24,197,000 $47,077,000 $41,931,000 $90,257,000
                ------------ ----------- ----------- ----------- -----------
Total Contractual
 Obligations    $203,462,000 $24,197,000 $47,077,000 $41,931,000 $90,257,000
                ============ =========== =========== =========== ===========
</TABLE>

  In addition, the Company will incur approximately $11.0 million
in  lease  payments through 2014 with the execution of  its'  new
administrative office lease signed in February 2004.

   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 2003 and 2002 under this line
of  credit, however amounts available under the line were reduced
by  $2.2  million open letters of credit and $2.8 million standby
letters of credit to $20.0 million at December 31, 2003.

  During  2004,  the  Company anticipates  opening  or  expanding
approximately  7 to 11 retail and outlet stores.  These  new  and
expanded  stores  will  require  approximately  $3.0  million  in
aggregate    capital    expenditures   and   initial    inventory
requirements. . 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.

   The  Company  has a 15-year lease expiring  in  2015  for  its
corporate  headquarters in New York City providing  approximately
119,500  square feet of office space.  The Company  has  incurred
approximately $17.0 million in capital expenditures  and  expects
to  expend  another  $3  million within the  next  year.   During
February 2004, the Company entered into a 10-year lease  for  its
administrative  offices  located in  New  Jersey,  for  which  it
expects  to  incur  $1.0 million in capital  improvements  during
2004.

   The  Company  believes that it will be  able  to  satisfy  its
current   expected   cash  requirements   for   2004,   including
requirements   for   its   retail   expansion,   corporate    and
administrative  office build-outs, enhanced  information  systems
and  the payments of its quarterly cash dividend, primarily  with
cash flow from operations.

Exchange Rates

  The  Company  routinely enters into forward exchange  contracts
for  its  future  purchases of inventory denominated  in  foreign
currencies,  primarily the Euro.  At December 31,  2003,  forward
exchange  contracts with a notional value totaling  $9.5  million
were  outstanding with settlement dates ranging from January 2004
through  March  2004.   Gains  and  losses  on  forward  exchange
contracts  that  are  used for hedges are accounted  for  on  the
balance  sheet as inventory and an adjustment to equity, and  are
subsequently accounted for as part of the purchase price  of  the
inventory upon execution of the contract.  At December 31,  2003,
the  unrealized  gain on these outstanding forward  contracts  is
approximately  $606,000, 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.  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,  2003,  the  Company  had  forward  exchange
contracts  totaling  with  notional values  $9.5  million,  which
resulted in an unrealized gain of approximately $606,000, net  of
taxes.  The Company's earnings may also be affected by changes in
short-term  interest  rates as a result of borrowings  under  its
line of credit facility.  A two or less percentage point increase
in  interest rates effecting the Company's credit facility  would
not have had a material effect on the Company's 2003 and 2002 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 Report.

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

  None.

Item 9a.  Controls and Procedure

   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-
15(e)  and 15d-15(e) of the Securities Exchange Act of  1934,  as
amended)  as  of  the end of the period covered  by  this  Annual
Report,  have  concluded that, the Company's disclosure  controls
and  procedures  were  effective  and  designed  to  ensure  that
material  information relating to the Company and  the  Company's
consolidated subsidiaries would be made known to them  by  others
within   those  entities  to  allow  timely  decisions  regarding
required disclosures.

   There  were  no significant changes in the Company's  internal
controls or in other factors as of the end of the period  covered
by  this  report  that could significantly affect those  controls
subsequent to the end of the period.
<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 27, 2004 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2003  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 27, 2004 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2003  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 27, 2004 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2003  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 27, 2004 to be filed with the Securities and Exchange
Commission  within  120  days after December  31,  2003,  and  is
incorporated herein by reference in response to this item.

Item 14.  Principal Accountant Fees and Services

   The information required by this item will be contained in the
Company's Proxy Statement for its Annual Shareholders Meeting  to
be held May 27, 2004 to be filed with the Securities and Exchange
Commission  within  120  days after  December  31,  2003  and  is
incorporated herein by reference in response to this item.

<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    -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
+31.1         Certification:   Pursuant to  Section  302  of  the
     Sarbanes-Oxley Act of 2002 - Chief Executive Officer
+31.2           Certification:  Pursuant to Section  302  of  the
     Sarbanes-Oxley Act of 2002 - Chief Financial Officer
+32.1        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

+32.2        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

(1)  Form 8-K dated July 30, 2003

     Item 5. Results of Operations and Financial Condition
     Furnishing   the  press  release  announcing  Kenneth   Cole
     Productions, Inc.'s financial results for the quarter  ended
     June 30, 2003.

(2)  Form 8-K dated October 29, 2003

     Item 5.  Results of Operations and Financial Condition
     Furnishing   the  press  release  announcing  Kenneth   Cole
     Productions, Inc.'s financial results for the quarter  ended
     September 30, 2003.
(3)       Form 8-K dated February 26, 2004
     Item 12. Results of Operations and Financial Condition
          Furnishing  the press release announcing  Kenneth  Cole
     Productions, Inc.'s financial results for the quarter  ended
     December 31, 2003.

(c)   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, 2003 and 2002    F-3

Consolidated Statements of Income for the years ended
 December 31, 2003, 2002 and 2001                               F-5

Consolidated Statements of Changes in Shareholders' Equity
 for the years ended December 31, 2003, 2002 and 2001           F-6

Consolidated Statements of Cash Flows for the years ended
 December 31, 2003, 2002 and 2001                               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,  2003  and  2002, 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, 2003.   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, 2003 and 2002, and the consolidated
results of their operations and their cash flows for each of  the
three  years in the period ended December 31, 2003, 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.


                                            /s/ERNST & YOUNG LLP

New York, New York
February 20, 2004

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

                   Consolidated Balance Sheets
<CAPTION>
                                                        December 31,
                                                    2003            2002
<S>                                            <C>             <C>
Assets
Current assets:
Cash and cash equivalents                       $111,102,000    $ 91,549,000
Due from factors                                  31,487,000      30,886,000
Accounts receivable, less allowance for doubtful
  accounts of $475,000 in 2003 and 2002           11,254,000       7,884,000
Inventories                                       44,851,000      43,724,000
Prepaid expenses and other current assets          1,343,000       1,074,000
Deferred taxes, net                                2,063,000       2,900,000
                                                ------------    ------------
Total current assets                             202,100,000     178,017,000

Property and equipment-at cost, less accumulated
  depreciation and amortization                   36,755,000      36,002,000

Other assets:
Deferred taxes, net                                8,989,000       7,753,000
Deposits and sundry                                7,614,000       6,490,000
Deferred compensation plans assets                18,383,000      12,055,000
                                                ------------    ------------
Total other assets                                34,986,000      26,298,000
                                                ------------    ------------
Total assets                                    $273,841,000    $240,317,000
                                                ============    ============
</TABLE>


  See accompanying notes to consolidated financial statements.
<PAGE>
         Kenneth Cole Productions, Inc. and Subsidiaries
<TABLE>
             Consolidated Balance Sheets (continued)
<CAPTION>
                                                        December 31,
                                                    2003            2002
<S>                                            <C>             <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable                                $ 33,847,000    $ 33,634,000
Accrued expenses and other current liabilities    11,153,000      14,040,000
Income taxes payable                               2,939,000       6,240,000
                                                ------------    ------------
Total current liabilities                         47,939,000      53,914,000

Accrued rent and other long term liabilities      11,185,000       9,446,000
Deferred compensation plans liabilities           18,383,000      12,055,000

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, 14,534,791
 and 13,921,817 issued in 2003 and 2002              145,000         139,000
Class B Convertible Common Stock, par value
 $.01, 9,000,000 shares authorized, 8,168,497
 and 8,360,497 outstanding in 2003 and 2002           82,000          84,000
Additional paid-in capital                        69,992,000      63,476,000
Accumulated other comprehensive income               751,000         654,000
Retained Earnings                                191,585,000     162,244,000
                                                ------------    ------------
                                                 262,555,000     226,597,000

Class A Common Stock in treasury, at cost,
 2,888,400 and 2,688,400 shares in 2003 and 2002 (66,221,000)    (61,695,000)
                                                ------------    ------------
Total shareholders' equity                       196,334,000     164,902,000
                                                ------------    ------------
Total liabilities and shareholders' equity      $273,841,000    $240,317,000
                                                ============    ============
</TABLE>

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


<CAPTION>
                                          Year ended December 31,
                                      2003         2002          2001
<S>                             <C>           <C>           <C>
Net sales                        $430,101,000  $404,336,000  $365,809,000
Royalty revenue                    38,252,000    28,713,000    22,116,000
                                 ------------  ------------  ------------
Net revenue                       468,353,000   433,049,000   387,925,000
Cost of goods sold                258,457,000   235,255,000   217,221,000
                                 ------------  ------------  ------------
Gross profit                      209,896,000   197,794,000   170,704,000

Selling, general, and
administrative expenses           157,824,000   152,618,000   145,919,000
Impairment of long-lived assets     1,153,000     4,446,000
                                 ------------  ------------  ------------
Operating income                   50,919,000    40,730,000    24,785,000
Interest and other income, net        825,000     1,102,000     2,135,000
                                 ------------  ------------  ------------
Income before provision for
income taxes                       51,744,000    41,832,000    26,920,000
Provision for income taxes         19,145,000    15,687,000    10,304,000
                                 ------------  ------------  ------------
Net income                       $ 32,599,000  $ 26,145,000  $ 16,616,000
                                 ============  ============  ============

Earnings per share:
     Basic                              $1.66         $1.33          $.83
     Diluted                            $1.59         $1.27          $.80

Shares used to compute earnings per share:
     Basic                         19,609,000    19,643,000    19,992,000
     Diluted                       20,486,000    20,590,000    20,745,000
</TABLE>


  See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                 Kenneth Cole Productions, Inc. and Subsidiaries
           Consolidated Statements of Changes in Shareholders' Equity
<CAPTIONS>
                                       Class A              Class B
                                     Common Stock         Common Stock
                                  Number                Number
                                 of Shares    Amount   of Shares   Amount
<S>                            <C>          <C>       <C>         <C>
Balance at 12/31/00             13,479,088   $135,000  8,588,097   $86,000

Translation adjustment
 Forward contracts, net of
  taxes $696,000
Net Income, net of
  taxes $10,304,000
Translation adjustment,
 Foreign currency, net of
  taxes $(12,000)
 Forward contracts, net of
  taxes $(665,000)

Comprehensive income

Exercise of stock options
 Related tax benefit $232,000       37,422
Issuance of Class A Stock
 for ESPP                           20,074
Purchase of Class A Stock
Conversion of Class B to
 Class A shares 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, net of
  taxes $15,687,000
Translation adjustment,
 Foreign currency, net of
  taxes $(73,000)
 Forward contracts, net of
  taxes $205,000

Comprehensive income

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

Net Income, net of
  taxes $19,145,000
Translation adjustment,
 Foreign currency, net of
  taxes $(69,000)
 Forward contracts, net of
  taxes $126,000

Comprehensive income

Exercise of stock options
 Related tax benefit $2,370,000    408,368      4,000
Issuance of Class A Stock
 for ESPP                           12,606
Dividends paid on common stock
Purchase of Class A Stock
Conversion of Class B to
 Class A shares common stock       192,000      2,000   (192,000)   (2,000)
                               --------------------------------------------
Balance at 12/31/03             14,534,791   $145,000  8,168,497   $82,000
                               ============================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                Accumulated
                                  Additional       Other
                                   Paid-In     Comprehensive     Retained
                                   Capital         Income        Earnings
<S>                             <C>            <C>            <C>
Balance at 12/31/00              $60,300,000    $   403,000    $119,483,000

Translation adjustment
 Forward contracts, net of
  taxes $696,000                                  1,122,000
Net Income, net of
  taxes $10,304,000                                              16,616,000
Translation adjustment,
 Foreign currency, net of
  taxes $(12,000)                                   (19,000)
 Forward contracts, net of
  taxes $(665,000)                               (1,072,000)

Comprehensive income

Exercise of stock options
 Related tax benefit $232,000        619,000
Issuance of Class A Stock
 for ESPP                            354,000
Purchase of Class A Stock
Conversion of Class B to
 Class A shares common stock
                               ---------------------------------------------
Balance at 12/31/01               61,273,000        434,000     136,099,000

Net Income, net of
  taxes $15,687,000                                              26,145,000
Translation adjustment,
 Foreign currency, net of
  taxes $(73,000)                                  (121,000)
 Forward contracts, net of
  taxes $205,000                                    341,000

Comprehensive income

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

Net Income, net of
  taxes $19,145,000                                              32,599,000
Translation adjustment,
 Foreign currency, net of
  taxes $(69,000)                                  (118,000)
 Forward contracts, net of
  taxes $126,000                                    215,000

Comprehensive income

Exercise of stock options
 Related tax benefit $2,370,000    6,304,000
Issuance of Class A Stock
 for ESPP                            212,000
Dividends paid on common stock                                   (3,258,000)
Purchase of Class A Stock
Conversion of Class B to
 Class A shares common stock
                               ---------------------------------------------
Balance at 12/31/03              $69,992,000    $   751,000    $191,585,000
                               =============================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       Treasury Stock
                                    Number
                                  of shares       Amount          Total
<S>                             <C>           <C>             <C>
Balance at 12/31/00              (1,506,700)   $(34,771,000)   $145,636,000

Translation adjustment
 Forward contracts, net of
  taxes $696,000                                                  1,122,000
Net Income, net of
  taxes $10,304,000                                              16,616,000
Translation adjustment,
 Foreign currency, net of
  taxes $(12,000)                                                   (19,000)
 Forward contracts, net of
  taxes $(665,000)                                               (1,072,000)
                                                               -------------
Comprehensive income                                             16,647,000

Exercise of stock options
 Related tax benefit $232,000                                       619,000
Issuance of Class A 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 shares common stock
                               ---------------------------------------------
Balance at 12/31/01              (2,488,400)    (57,133,000)    140,894,000

Net Income, net of
  taxes $15,687,000                                              26,145,000
Translation adjustment,
 Foreign currency, net of
  taxes $(73,000)                                                  (121,000)
 Forward contracts, net of
  taxes $205,000                                                    341,000
                                                               -------------
Comprehensive income                                             26,365,000

Exercise of stock options
 Related tax benefit $974,000                                     1,996,000
Issuance of Class A Stock
 for ESPP                                                           209,000
Purchase of Class A Stock          (200,000)     (4,562,000)     (4,562,000)
Conversion of Class B to
 Class A shares common stock
                               ---------------------------------------------
Balance at 12/31/02              (2,688,400)    (61,695,000)    164,902,000

Net Income, net of
  taxes $19,145,000                                              32,599,000
Translation adjustment,
 Foreign currency, net of
  taxes $(69,000)                                                  (118,000)
 Forward contracts, net of
  taxes $126,000                                                    215,000
                                                               -------------
Comprehensive income                                             32,696,000

Exercise of stock options
 Related tax benefit $2,370,000                                   6,308,000
Issuance of Class A Stock
 for ESPP                                                           212,000
Dividends paid on common stock                                   (3,258,000)
Purchase of Class A Stock          (200,000)     (4,526,000)     (4,526,000)
Conversion of Class B to
 Class A shares common stock
                               ---------------------------------------------
Balance at 12/31/03              (2,888,400)   $(66,221,000)   $196,334,000
                               =============================================
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
            Kenneth Cole Productions, Inc. and Subsidiaries
                 Consolidated Statements of Cash Flows

<CAPTION>
                                           2003          2002         2001
<S>                                   <C>          <C>          <C>
Cash flows from operating
activities
Net income                             $ 32,599,000 $ 26,145,000 $ 16,616,000
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation and amortization            7,604,000    7,307,000    8,313,000
 Impairment of long-lived assets          1,153,000    4,446,000
 Unrealized (gain) loss on deferred
  compensation plans                     (2,543,000)   1,526,000      519,000
 Realized/Unrealized gain on
  marketable securities                                              (133,000)
 Provision for doubtful accounts            262,000      244,000      808,000
 Benefit for deferred taxes                (399,000)  (3,170,000)  (2,799,000)
 Tax benefit from stock options           2,370,000      974,000      232,000
 Changes in operating assets and liabilities:
  Increase in due from factors             (601,000)  (2,597,000)  (2,223,000)
  (Increase) decrease in accounts
    receivable                           (3,632,000)  (1,397,000)   1,578,000
  (Increase) decrease in inventories       (912,000) (12,630,000)  11,658,000
  (Increase) decrease in prepaid expenses
   and other current assets                (269,000)    (201,000)     383,000
  Increase in other assets and deferred
   compensation assets                   (4,909,000)  (1,764,000)  (4,241,000)
  (Decrease) increase in income
    taxes payable                        (3,301,000)   3,991,000     (964,000)
  Increase (decrease) in accounts payable   213,000    7,702,000   (8,756,000)
  (Decrease) increase in accrued expenses
   and other current liabilities         (2,812,000)     484,000   (1,245,000)
  Increase in other non-current
   liabilities                            8,067,000    2,345,000    5,419,000
                                       ------------ ------------ ------------
Net cash provided by operating
  activities                             32,890,000   33,405,000   25,165,000

Cash flows from investing activities
Acquisition of property and
  equipment, net                         (9,510,000)  (7,268,000) (10,598,000)
Proceeds from sale and purchase of
  marketable securities                                             1,624,000
                                       ------------ ------------ ------------
Net cash used in investing activities    (9,510,000)  (7,268,000)  (8,974,000)

Cash flows from financing activities
Proceeds from exercise of stock options   3,938,000    1,022,000      387,000
Proceeds from issuance of stock
 from employee purchase plan                212,000      209,000      354,000
Principal payments of capital
 lease obligations                         (171,000)    (212,000)    (193,000)
Dividends paid to shareholders           (3,258,000)
Purchase of treasury stock               (4,526,000)  (4,562,000) (22,362,000)
                                       ------------ ------------ ------------
Net cash used in financing activities    (3,805,000)  (3,543,000) (21,814,000)
Effect of exchange rate changes on cash     (22,000)     (11,000)     (19,000)
                                       ------------ ------------ ------------
Net increase (decrease) in cash
  and cash equivalents                   19,553,000   22,583,000   (5,642,000)
Cash and cash equivalents,
   beginning of year                     91,549,000   68,966,000   74,608,000
                                       ------------ ------------ ------------
Cash and cash equivalents, end of year $111,102,000 $ 91,549,000 $ 68,966,000
                                       ============ ============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest                               $     40,000 $     35,000 $     50,000
Income taxes                           $ 20,583,000 $ 14,757,000 $ 13,467,000
</TABLE>

     See accompanying notes to consolidated financial statements.
<PAGE>
         Kenneth Cole Productions, Inc. and Subsidiaries
           Notes to Consolidated Financial Statements

                        December 31, 2003


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.  During 2003,
the  Company  added  the Bongo trademark for footwear  through  a
license agreement.  The Company markets its products for sale  to
more  than  7,500 department stores and specialty store locations
in  the  United States and in several foreign countries,  through
its  retail  and outlet store base, and its interactive  website.
The  Company  also distributes consumer catalogs that  feature  a
variety  of  Kenneth  Cole  New York and  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.    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.

6.  Property and equipment

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

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

7.  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.

8.  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.

9. Advertising costs

   The Company incurred advertising costs, including certain  in-
house  marketing  expenses of $16.8 million,  $18.1  million  and
$16.7  million for 2003, 2002 and 2001, respectively. The Company
records  advertising expense concurrent with the first  time  the
advertising takes place.

10.  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,
                                     2003           2002           2001
   <S>                         <C>            <C>            <C>
    Net Income, as reported     $ 32,599,000   $ 26,145,000   $ 16,616,000

    Deduct:  Stock-based employee
    compensation expense determined
    under fair  value  method,  net
    of related  tax effects        2,855,000      2,506,000      2,485,000
                                ------------   ------------   ------------
    Pro forma net income        $ 29,744,000   $ 23,639,000   $ 14,131,000

    Earnings per share:
    Basic - as reported         $       1.66   $       1.33   $        .83
    Basic - pro forma           $       1.52   $       1.20   $        .71

    Diluted - as reported       $       1.59   $       1.27   $        .80
    Diluted - pro forma         $       1.45   $       1.15   $        .68
</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.

11.  Derivative instruments and hedging activities

      The Company uses derivative financial instruments to manage
its  risk  associated with movements in the Euro  exchange  rates
through  forward exchange contracts to purchase  inventory.   The
Company  recognizes all derivatives in inventory on the  face  of
the  balance  sheet.  Those derivatives that are not  hedges  are
adjusted  to  fair  value through earnings.  Hedged  derivatives,
depending  on their nature, are adjusted to inventory through  an
offset   to   earnings   or  recognized  in   accumulated   other
comprehensive  income  until the hedged inventory  commitment  is
recognized  in  earnings  through  the  settlement  of  the  Euro
contract  to  complete  the purchase of  the  inventory  and  the
Company's ultimate sale of that inventory (See Note G).

12.  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.

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
adopted SFAS 146 on January 1, 2003, which had no effect  on  its
consolidated results of operations or financial position.


13.  Reclassifications

      Certain  amounts  included in the 2002 and  2001  financial
statements have been reclassified to conform to the year-end 2003
presentation.

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

   The Company sells substantially all of its accounts receivable
to  its  factors, without recourse, subject to credit limitations
established  by the factor for each individual account.   Certain
accounts  receivable in excess of established limits are factored
with  recourse.  Included in amounts due from factor at  December
31,  2003  and  2002 is accounts receivable subject  to  recourse
totaling  approximately $494,000 and $286,000, respectively.  The
agreements with the factors provide for payment of a service  fee
on receivables sold.

   At  December  31, 2003 and 2002, the balance due from  factor,
which  includes  chargebacks, is net of allowances  for  returns,
discounts,  and other deductions of approximately $9,425,000  and
$9,400,000, 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,
2003,  2002  and 2001.  Amounts available under the  Facility  at
December 31, 2003 were reduced by  $2,779,000 of standby  letters
of   credit   and  $2,237,000  in  open  letters  of  credit   to
$19,984,000.
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.

   In  the  ordinary course of business, the Company has accounts
receivable  that are non-factored and are at the Company's  risk.
At  December  31, 2003 and 2002, the accounts receivable  balance
includes  allowance  for doubtful accounts  and  consumer  direct
sales returns of approximately $ 1,260,000 and $ 1,275,000.   The
allowance for doubtful accounts is provided 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.   The
allowances  provided for sales returns are for  potential  future
retail   customer  merchandise  returns  based  on   management's
estimates.

  Note C  - Property and Equipment

    Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                      December 31,
                                                   2003         2002
<S>                                            <C>         <C>
Property and equipment-at cost:
Furniture and fixtures                          $21,488,000 $19,015,000
Machinery and equipment                          13,766,000  11,894,000
Leasehold improvements                           42,815,000  38,430,000
Leased equipment under capital lease                967,000     967,000
                                                ----------- -----------
                                                 79,036,000  70,306,000
Less accumulated depreciation and amortization   42,281,000  34,304,000
                                                ----------- -----------
Net property and equipment                      $36,755,000 $36,002,000
                                                =========== ===========
</TABLE>

Note D - Impairment of Long-Lived Assets

       Based  upon current performance and the anticipated future
outlook  of  one  of  the Company's retail  stores,  the  Company
recorded a non-cash asset impairment charge of $1,153,000  during
the  quarter  ended  December  2003.   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  $1,153,000  of  the  store's
leasehold  improvements  and furniture and  fixtures  to  current
value  was  separately disclosed on the face of the  consolidated
statement  of  income.   The  Company  reviewed,  recorded,   and
accounted  for  a  similar write-down of assets of  approximately
$4,446,000  to its Rockefeller Center Flagship store  located  in
New York City during the 3 months ended September 30, 2002.



Note E  - Accrued Expenses and Other Liabilities

   Accrued expenses and other current liabilities consist of  the
following:
<TABLE>
<CAPTION>
                                              December 31,
                                           2003          2002
<S>                                   <C>          <C>
Rent                                   $   485,000  $   487,000
Compensation                             4,964,000    7,061,000
Customer credits                         1,933,000    1,825,000
Deferred licensing income                2,795,000    2,299,000
Other                                      976,000    2,368,000
                                       -----------  -----------
                                       $11,153,000  $14,040,000
                                       ===========  ===========
</TABLE>

Note F  - Segment Reporting

  Kenneth  Cole Productions, Inc. has three reportable  segments:
Wholesale,  Consumer  Direct,  and Licensing/International.   The
Wholesale  segment designs and sources a broad range  of  fashion
footwear,  handbags and accessories and markets its products  for
sale  to more than 7,500 department and specialty store locations
and  to  the  Company's  Consumer Direct segment.   The  Consumer
Direct segment markets a broad selection of the Company's branded
products, including licensee products, for sale directly  to  the
consumer through its own channels of distribution, which  include
full price retail stores, outlet stores, catalogs, and e-commerce
(at      website      addresses      www.kennethcole.com      and
www.reactiononline.com).  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.   This
segment primarily consists of royalties earned on licensee  sales
to  third parties of the Company's branded products and royalties
earned  on  the  purchase  and sale to foreign  retailers  or  to
consumers in foreign countries.

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

  The  Company  evaluates  performance  and  allocates  resources
based on profit or loss from each segment.  The Wholesale segment
is  evaluated on income from operations before income taxes.  The
Consumer  Direct  segment is evaluated on  profit  or  loss  from
operations  before  unallocated  corporate  overhead  and  income
taxes.  The Licensing/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.

<PAGE>
         Kenneth Cole Productions, Inc. and Subsidiaries
     Notes to Consolidated Financial Statements (continued)

Note F  - 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, 2003
Revenues                      $253,519  $175,577    $39,257     $468,353
Intersegment revenues           32,671                            32,671
Interest income, net               825                               825
Depreciation and
  amortization expense           2,696     4,893         15        7,604
Impairment of long-lived
  Assets                                   1,153                   1,153
Segment income (1) (3)          31,053     6,843     31,147       69,043
Segment assets                 217,806    48,454      9,719      275,979
Expenditures for long-
  lived assets                   4,854     4,584         72        9,510

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
</TABLE>

  (1)  Before elimination of intersegment profit, unallocated
     corporate overhead and provision for income taxes
(2)  Segment income for the Consumer Direct segment includes a
gain of $860,000 from price adjustments on certain products sold
to Kenneth Cole retail stores, discovered during rotational
licensee audits.
(3)  Segment income for the Licensing/International segment
includes one-time payments for the transfer of the Company's
fragrance and sunglass license


The reconciliation of the Company's reportable segment revenues,
profit and loss, and assets are as follows:
<TABLE>
<CAPTION>
                                            2003       2002       2001
<S>                                     <C>        <C>        <C>
Revenues
Revenues for reportable segments         $468,353   $433,049   $387,925
Intersegment revenues for reportable
   segments                                32,671     30,525     31,470
Elimination of intersegment revenues      (32,671)   (30,525)   (31,470)
                                         --------   --------   --------
Total consolidated revenues              $468,353   $433,049   $387,925
                                         ========   ========   ========
Income
Total profit for reportable segments     $ 69,043   $ 57,806   $ 43,100
Elimination of intersegment profit         (8,524)    (7,615)    (7,863)
Unallocated corporate overhead             (8,775)    (8,359)    (8,317)
                                         --------   --------   --------
Total income before provision
   for income taxes                      $ 51,744   $ 41,832   $ 26,920
                                         ========   ========   ========

Assets
Total assets for reportable segments     $275,979   $242,283   $203,602
Elimination of inventory profit in
   consolidation                           (2,138)    (1,966)    (1,713)
                                         --------   --------   --------
Total consolidated assets                $273,841   $240,317   $201,889
                                         ========   ========   ========
</TABLE>

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

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

        The  Company, in the normal course of business, routinely
enters  into forward 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
$9,500,000, $7,750,000 and $8,000,000 at December 31, 2003,  2002
and  2001, respectively.  At December 31, 2003, forward  exchange
contracts have maturity dates through March 2004.

       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.  All components of the contracts are included 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  2003  and
2002.  At December 31, 2003, the Company's notional $9,500,000 in
forward  exchange  contracts resulted in an  unrealized  gain  of
approximately  $606,000, 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 three month period  due  to
the  actual executions of foreign exchange contracts to  purchase
merchandise and the Company's ultimate sale of that merchandise.

Note H   - Income Taxes

  Significant items comprising the Company's deferred tax assets
and liabilities are as follows:
<TABLE>
<CAPTION>
                                                December   31,
                                            2003          2002
<S>                                     <C>          <C>
Deferred tax assets:
  Inventory allowances and capitalization $ 1,352,000  $   932,000
  Allowance for doubtful accounts and
     sales allowances                         696,000    1,569,000
     Deferred rent                          3,771,000    3,223,000
     Deferred compensation                  7,244,000    5,671,000
     Asset impairment                       1,966,000    1,668,000
     Other                                     38,000      356,000
                                          -----------  -----------
                                           15,067,000   13,419,000
Deferred tax liabilities:
     Depreciation                          (2,068,000)  (1,459,000)
     Undistributed foreign earnings        (1,947,000)  (1,307,000)
                                          -----------  -----------
                                           (4,015,000)  (2,766,000)
                                          -----------  -----------
Net deferred tax assets                   $11,052,000  $10,653,000
                                          ===========  ===========
</TABLE>

   The  provision  (benefit) for income  taxes  consists  of  the
following:
<TABLE>
<CAPTION>
                                         December 31,
                                   2003        2002         2001
<S>                          <C>          <C>          <C>
Current:
  Federal                     $16,816,000  $16,850,000  $12,172,000
  State and local               2,587,000    1,900,000    1,000,000
  Foreign                         141,000      107,000      117,000
                              -----------  -----------  -----------
                               19,544,000   18,857,000   13,289,000
Deferred:
  Federal                        (368,000)  (2,999,000)  (2,750,000)
  State and local                 (31,000)    (171,000)    (235,000)
                              -----------  -----------  -----------
                                 (399,000)  (3,170,000)  (2,985,000)
                              -----------  -----------  -----------
                              $19,145,000  $15,687,000  $10,304,000
                              ===========  ===========  ===========
</TABLE>

   The  reconciliation of income tax computed at the U.S. federal
statutory  tax  rate to the effective income tax rate  for  2003,
2002 and 2001 is as follows:
<TABLE>
<CAPTION>
                                          2003    2002    2001
<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                      2.0%    2.5%    3.3%
                                          -----   -----   -----
                                          37.0%   37.5%   38.3%
                                          =====   =====   =====
</TABLE>
Note I  - 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 2003, 2002 and  2001,
respectively:  risk-free interest rate of 4.0%,  4.5%  and  5.0%;
expected  volatility  factors of  64.5%,  72.4%  and  65.5%   and
expected  lives  of  5.0,  4.4 and  5.1  years.   Dividend  yield
assumptions were 1.38% for 2003 and 0.0% for 2002 and 2001.   The
weighted-average fair value of options granted during 2003,  2002
and 2001 were $14.48, $16.31 and $10.85, respectively.

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

   The  following table summarizes all stock option  transactions
from December 31, 2000 through December 31, 2003.
<TABLE>
<CAPTION>
                                                  Weighted-Average
                                     Shares        Exercise Price
<S>                                <C>             <C>
 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

 Granted                              657,500       $23.33
 Exercised                           (317,632)      $11.68
 Forfeited                            (41,929)      $19.87
                                    ---------
 Outstanding at December 31, 2003   2,929,919
                                    =========
</TABLE>
    The following table summarizes information concerning
currently outstanding and exercisable stock options at December
31, 2003:
<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    531,496  2.89 years   $ 10.06    531,496    $ 10.06
$12.01 to $24.00  1,588,457  7.36 years   $ 18.28    557,795    $ 14.85
$24.01 to $36.00    809,966  6.59 years   $ 27.56    431,560    $ 28.38
</TABLE>

2.    Stock option grants

   In 1994, the Board of Directors granted non-transferable stock
options to an officer of the Company, for the purchase of 334,425
shares  of  Class A Common Stock at an exercise price of  $1.4583
per  share.    In  2000,  50,000 options were  exercised  and  at
December 31, 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.   The remaining 85,000  options  were  fully
exercised during 2003.

Note J  - Benefit Plans

1.   401(k) Plan

   The  Company's 401(k) profit-sharing plan covers all non-union
employees,  subject to certain minimum age and length of  service
requirements   who   are   permitted  to   contribute   specified
percentages  of their salary up to the maximum permitted  by  the
Internal  Revenue  Service. The Company is obligated  to  make  a
matching  contribution  and may make an additional  discretionary
contribution,  as  defined.  Contributions to the  plan  for  the
years  ended  December 31, 2003, 2002 and 2001 were approximately
$268,000, $241,000 and $267,000, respectively.

2.   Deferred compensation plans

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

    In  2003,  2002  and  2001, the Company  deposited  $247,000,
$1,408,000   and  $1,374,000,  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,  2003  and  2002  were $4,102,000  and  $2,897,000,
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 gains and losses on the investments were
recorded  as  selling, general and administrative expense  within
the  accompanying  statements of income as  a  general  operating
expense.   In  addition, the Company has recorded an  accumulated
long-term  vested benefit obligation of approximately  $1,200,000
and  $965,000 at December 31, 2003 and 2002, respectively, within
the accompanying Consolidated Balance Sheets.

3.   Employee Stock Purchase Plan

    During  2000,  the  Company established a qualified  employee
stock  purchase  plan  ("ESPP"), the terms  of  which  allow  for
qualified  employees (as defined) to participate in the  purchase
of  designated shares of the Company's Class A Common Stock at  a
price  equal  to  85% of the lower of the closing  price  at  the
beginning  or  end of each quarterly stock purchase  period.   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, 2003, 2002,
and  2001 employees purchased 12,606, 14,681, and 20,074  shares,
respectively.  Total shares purchased through December  31,  2003
were 54,013.

Note K  - Commitments and Contingencies

1.  Operating leases

     The Company leases office, retail and warehouse facilities
under non-cancelable operating leases between 5 and 20 years with
options to renew at varying terms.  Future minimum lease payments
for non-cancelable leases with initial terms of one year or more
consisted of the following at December 31, 2003:
<TABLE>
<CAPTION>
     <S>                               <C>
      2004                              $ 23,627,000
      2005                                22,794,000
      2006                                21,623,000
      2007                                20,520,000
      2008                                19,891,000
      Thereafter                          90,257,000
                                        ------------
      Total minimum cash payments       $198,712,000
                                        ============
</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, 2003, 2002  and
2001  was $31,168,000, $29,062,000 and $26,999,000, respectively.
Sub-tenants   rental  income  for  2003,  2002,  and   2001   was
$1,225,000, $967,000, and $708,000, respectively.  Future minimum
rental income from sub-tenants consists of the following:

<TABLE>
<CAPTION>
     <S>                                <C>
      2004                                  847,000
      2005                                  696,000
      2006                                  696,000
      Thereafter                                  0
                                         ----------
      Total minimum cash proceeds        $2,239,000
                                         ==========
</TABLE>

 Future minimum rental income from sub-tenants does not include
rent escalation and other charges that are subsequently passed
through to the sub-tenant.

2. Letters of credit

   At  December  31, 2003 and 2002, the Company was  contingently
liable  for  approximately  $2,237,000  and  $1,345,000  of  open
letters  of  credit, respectively. In addition, at  December  31,
2003   and   2002,  the  Company  was  contingently  liable   for
approximately  $2,779,000 and $2,779,000 of  standby  letters  of
credit, respectively.


3.  Concentrations
   In  the normal course of business, the Company sells to  major
department stores and specialty retailers and believes  that  its
broad  customer  base  will mitigate the  impact  that  financial
difficulties  of any such retailers might have on  the  Company's
operations.  In 2003, 2002 and 2001, 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
32% and 54% of total handbag purchases came from one manufacturer
in  China during 2003 and 2002, respectively.  Approximately  36%
and  40% of Kenneth Cole and Reaction Kenneth Cole men's footwear
purchases  were  from  one manufacturer in Italy  utilizing  many
different   factories   during  2003  and   2002,   respectively.
Furthermore,  approximately 37% and 38% of Kenneth  Cole  ladies'
footwear was purchased from one manufacturer in Italy during 2003
and  2002,  respectively, while 57% and 42% of  Reaction  Kenneth
Cole   ladies'  footwear  purchases  were  sourced  through   one
manufacturer in Italy during 2003 and one agent utilizing several
different factories in Brazil in 2002, respectively.  The Company
believes  it  has alternative manufacturing sources available  to
meet  its current and future production requirements in the event
the  Company  is  required  to change  current  manufacturers  or
current  manufacturers are unavailable to fulfill  the  Company's
production needs.

   At  December 31, 2003, the Company had approximately 6% of its
employees covered under a collective bargaining agreement with  a
local union.

4.  Other

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

Note L  - Shareholders' Equity

1.  Common stock

   Class A Common Shareholders are entitled to one vote for  each
share held of record and Class B Common Shareholders are entitled
to ten votes for each share held of record. Each share of Class B
Common  Stock  is convertible into one share of  Class  A  Common
Stock at the option of the Class B Shareholder.  The
Class  A  Common Shareholders vote together with Class  B  Common
Shareholders  on  all  matters subject to  shareholder  approval,
except  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, 2003,
2,888,400  shares  were  repurchased in the  open  market  at  an
aggregate  price  of $66,221,000, reducing the  available  shares
authorized  for repurchase to 1,361,600.  The repurchased  shares
have been recorded as treasury stock..

4. Dividends

On  July 29, 2003, the Board of Directors of the Company declared
a  quarterly cash dividend of $0.075 per share payable  September
18,  2003  to shareholders of record at the close of business  on
August   28,  2003.   Aggregate  dividends  in  the   amount   of
$1,476,000 were paid out, approximately $861,000 and $615,000  to
Class A and Class B shareholders, respectively.

On  October  28,  2003,  the Board of Directors  of  the  Company
declared a quarterly cash dividend of $0.09 per share payable  on
December  17,  2003 to shareholders of record  at  the  close  of
business  on  November  25,  2003.  Aggregate  dividends  in  the
amount of $1,782,000 were paid out, approximately $1,047,000  and
$735,000 to Class A and Class B shareholders, respectively.

Note M - 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>
<CAPTION>
                                  For the Year Ended December 31,
                                    2003         2002         2001
 <S>                            <C>         <C>         <C>
  Weighted average common
    shares outstanding           19,609,000  19,643,000  19,992,000
  Effect of dilutive securities:
    Stock options                   877,000     947,000     753,000
                                 ----------  ----------  ----------
  Weighted average common shares
   outstanding and common
    share equivalents            20,486,000  20,590,000  20,745,000
                                 ==========  ==========  ==========
</TABLE>


  Dilutive securities, stock options, are determined under the
treasury stock method by calculating the assumed proceeds
available to repurchase stock using the weighted average shares
outstanding for the period.  The calculation includes anti-
dilutive shares.

Note N - Licensing Agreements

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

Note O  - Related Party Transactions

   During  2002,  the  Board of Directors authorized  a  $600,000
contribution  payable  to  the  Kenneth  Cole  Productions,  Inc.
Foundation,  which was subsequently paid during the three  months
ended  June  30,  2003.   The  Kenneth  Cole  Productions,   Inc.
Foundation is a not for profit organization that fosters programs
to  aid  primarily in the fields of arts and culture,  education,
and medical research.


Note P- Quarterly Financial Data (Unaudited)

  Summarized  quarterly financial data for 2003 and  2002  appear
below (in thousands, except per share data):
<TABLE>
<CAPTION>
                             First     Second     Third    Fourth
                            Quarter    Quarter   Quarter   Quarter
<S>                        <C>        <C>        <C>        <C>
2003
Net sales                   $102,117   $ 88,096   $121,179   $118,709
Licensing revenue              8,007      8,832     10,887     10,526
Net revenues                 110,124     96,928    132,066    129,235
Gross profit                  47,582     43,991     57,624     60,699
Operating income               9,851      9,369     15,769     15,930
Net income                     6,359      6,060     10,034     10,146
Earnings per share basic       $0.33      $0.31      $0.51      $0.51
Earnings per share diluted     $0.31      $0.30      $0.49      $0.49

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
</TABLE>


Note R- Subsequent Event

1. Dividend
  On  February  26, 2004, the Board of Directors of  the  Company
  declared  a quarterly cash dividend of $0.12 per share  payable
  March  25,  2004  to shareholders of record  at  the  close  of
  business on March 9, 2004.

2. Lease

  On February 24, 2004, the Company entered into a ten-year lease
that  provided the Company with approximately 51,000 square  feet
of  office space.  The Company expects to move its administrative
offices into this new location during the second calendar quarter
of 2004.





<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 amended 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: July 20, 2004


Pursuant  to the requirements of the Securities Exchange  Act  of
1934, this amended 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        July 20, 2004
Kenneth D. Cole       and Director


/S/PAUL BLUM         President and Director         July 20, 2004
Paul Blum

/S/STANLEY A. MAYER  Vice President, Senior advisor July 20, 2004
Stanley A. Mayer      and director

/S/DAVID P. EDELMAN  Chief Financial Officer  and   July 20, 2004
David P. Edelman      Principal Accounting Officer

/S/ROBERT C. GRAYSON Director                       July 20, 2004
Robert  C. Grayson

/S/DENIS F. KELLY    Director                       July 20, 2004
Denis F. Kelly

/S/PHILLIP B. MILLER Director                       July 20, 2004
Phillip B. Miller

<PAGE>
<TABLE>
                                  Kenneth Cole Productions, Inc.
                                           Schedule II
                                Valuation and Qualifying Accounts
                      For the Years Ended December 31, 2003, 2002, and 2001
<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, 2003
Allowance for doubtful accounts $  (475,000)$  (262,000)$ 262,000  $  (475,000)
Reserve for returns and sales
  allowances                     (9,400,000)    (25,000)            (9,425,000)
                                ----------- ----------- ---------  -----------
                                $(9,875,000)$  (287,000)$ 262,000  $(9,900,000)
                                =========== =========== =========  ===========
Year ended December 31, 2002
Allowance for doubtful accounts $  (675,000)$  (244,000)$ 444,000  $  (475,000)
Reserve for returns and sales
  allowances                     (9,165,000)   (235,000)            (9,400,000)
                                ----------- ----------- ---------  -----------
                                $(9,840,000)$  (479,000)$ 444,000  $(9,875,000)
                                =========== =========== =========  ===========
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)
                                =========== =========== =========  ===========
</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 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 Moncia, 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 use of our report dated February 20, 2004,
 included in the Annual Report on  Form 10-K of  Kenneth Cole
 Productions,  Inc.  and  subsidiaries  for  the  year  ended
 December 31,2003, with respect to the consolidated financial
 statements, as amended, included in this Form 10-K/A.



                                        /s/ERNST & YOUNG LLP

New York, New York
July 20, 2004

 <PAGE>


                                               Exhibit  31.1


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

 CERTIFICATION

 I, Kenneth D. Cole, certify that:

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

            2.  Based on my knowledge,  this amended  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 amended annual report;

      3.  Based on my knowledge, the financial statements, and
 other  financial information included in the amended  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 amended 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
  13(a)-15(e) and 15(d)-15(e)) for the registrant and have:

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

      b.   "Intentionally Omitted"

      c.   Evaluated  the  effectiveness of  the  registrant's
         disclosure  controls and procedures and presented  in
         this  amended  report  our  conclusions  about  the
         effectiveness of  the disclosure controls and procedures,
         as of the end  of  the period covered by this amended
         report based on such evaluation; and

      d.     Disclosed  in  this amended report any change  in
         the registrant's  internal  control  over   financial
         reporting that occurred during the registrant's  most
         recent  fiscal quarter that has materially  affected,
         or  is  reasonably likely to materially  affect,  the
         registrant's   internal   control   over    financial
         reporting; and




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

      a.   All significant deficiencies and material weaknesses in
         the design or operation of internal control over financial
         reporting which are reasonably likely to adversely affect the
         registrant's ability to record, process, summarize and report
         financial information; and

      b.   Any fraud, whether or not material, that involves
         management or other employees who have a significant role in
         the registrant's internal control over financial reporting




      By:  /s/ KENNETH D. COLE


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

      Kenneth D. Cole

      Chief Executive Officer



 Date:  July 20, 2004


 <PAGE>



                                                   Exhibit 31.2




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


 CERTIFICATION

 I, David P. Edelman, certify that:

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

             2.    Based  on my knowledge, this amended 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 amended annual report;

      3.  Based on my knowledge, the financial statements, and
 other  financial information included in the amended 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 amended 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
  13(a)-15(e) and 15(d)-15(e)) for the registrant and have:

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

      b.   "Intentionally Omitted"

      c.   Evaluated  the  effectiveness of  the  registrant's
         disclosure  controls and procedures and presented  in
         this  amended  report  our  conclusions  about  the
         effectiveness of  the disclosure controls and procedures,
         as of the  end  of  the period covered by this amended
         report  based  on such evaluation; and

      d.     Disclosed  in  this amended report any change  in
         the registrant's  internal  control  over   financial
         reporting that occurred during the registrant's  most
         recent  fiscal quarter that has materially  affected,
         or  is  reasonably likely to materially  affect,  the
         registrant's   internal   control   over    financial
         reporting; and




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

      a.   All significant deficiencies and material weaknesses in
         the design or operation of internal control over financial
         reporting which are reasonably likely to adversely affect the
         registrant's ability to record, process, summarize and report
         financial information; and

      b.   Any fraud, whether or not material, that involves
         management or other employees who have a significant role in
         the registrant's internal control over financial reporting





      By:  /s/  DAVID P. EDELMAN


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

      David P. Edelman

      Chief Financial Officer



 Date:  July 20, 2004

<PAGE>

                                                  Exhibit 32.1
                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 In   connection  with  the Amended Annual Report  of  Kenneth
 Cole Productions, Inc. (the "Company") on Form 10-K/A for the
 period ending  December 31, 2003 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 Amended 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 Amended 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.
 July 20, 2004

<PAGE>


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

 In   connection  with  the Amended Annual  Report of  Kenneth
 Cole Productions, Inc. (the "Company") on  Form 10-K/A for the
 period ending  December 31, 2003 as filed with the Securities
 and Exchange  Commission on the date hereof  (the  "Report"),
 I, David P. Edelman,  Chief Financial  Officer of the Company,
 certify,  pursuant  to  18 U.S.C.  1350, as adopted pursuant
 to 906 of the Sarbanes-Oxley Act of 2002, that:
           (1) The Amended 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 Amended Report
 fairly presents,  in all material respects, the financial
 condition and results of operations of the Company.

 /s/ DAVID P. EDELMAN

 David P. Edelman
 Chief Financial Officer
 Kenneth Cole Productions, Inc.
 July 20, 2004