SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* COLE KENNETH D (Last) (First) (Middle) C/O KENNETH COLE PRODUCTIONS, INC. 603 WEST 50TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COLE KENNETH PRODUCTIONS INC [ KCP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock, $.01 par value	02/11/2005		A	121,900	A	$0	121,900	D
Class B Convertible Common Stock	02/11/2005		A	6,935,497	A	$0	6,935,497	D
Class B Convertible Common Stock	12/07/2004		A	1,000,000(1)	A	$0	1,000,000	I	By GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Buy	$10.8167	03/01/1996		A	75,000		(2)	03/01/2006	Class A Common Stock	75,000	$0	75,000	D
Option to Buy	$12.8333	04/08/1997		A	75,000		(3)	04/08/2007	Class A Common Stock	75,000	$0	75,000	D
Option to Buy	$11.5833	02/27/1998		A	112,500		(4)	02/27/2008	Class A Common Stock	112,500	$0	112,500	D
Option to Buy	$16.6667	03/31/1999		A	112,500		(5)	03/31/2009	Class A Common Stock	112,500	$0	112,500	D
Option to Buy	$30.6667	02/19/2000		A	150,000		(6)	02/19/2010	Class A Common Stock	150,000	$0	150,000	D
Option to Buy	$24.25	03/30/2001		A	150,000		(7)	03/30/2011	Class A Common Stock	150,000	$0	150,000	D
Option to Buy	$13.25	12/01/2001		A	150,000		(8)	12/01/2011	Class A Common Stock	150,000	$0	150,000	D
Option to Buy	$23.85	02/05/2003		A	150,000		(9)	02/05/2013	Class A Common Stock	150,000	$0	150,000	D
Option to Buy	$22.75	02/27/2003		A	100,000		(10)	02/27/2013	Class A Common Stock	100,000	$0	100,000	D
Option to Buy	$32.09	08/02/2004		A	250,000		(11)	08/02/2014	Class A Common Stock	250,000	$0	250,000	D

Explanation of Responses:

1. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on 12/7/04.

2. 75,000 shares exercisable

3. 75,000 shares exercisable

4. 112,500 shares exercisable

5. 112,500 shares exercisable

6. 105,000 shares exercisable; 45,000 shares exercisable on 2/19/05

7. 75,000 shares exercisable; 30,000 shares exercisable on 3/30/05; 45,000 shares exercisable on 3/30/06

8. 75,000 shares exercisable; 30,000 shares exercisable on 12/01/05; 45,000 shares exercisable on 12/01/06

9. 45,000 shares exercisable; 30,000 shares exercisable on 2/5/06; 30,000 shares exercisable on 2/5/07; 45,000 shares exercisable on 2/5/08

10. 10,000 shares exercisable; 20,000 shares exercisable on 2/27/05; 20,000 shares exercisable on 2/27/06; 20,000 shares exercisable on 2/27/07; 30,000 shares exercisable on 2/27/08

11. 0 shares exercisable; 83,334 shares exercisable on 8/2/05; 83,333 shares exercisable on 8/2/06; 83,333 shares exercisable on 8/2/07

	Kenneth D. Cole	02/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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