March 31, 2005


Thomas H. Pollihan
Senior Vice President, Secretary and General Counsel
Kellwood Company
600 Kellwood Parkway
St. Louis, MO 63017


	Re:	Kellwood Company
		Post-Effective Amendment No. 2 to Form S-3 filed March
17,
2005
		File No. 333-117833


Dear Mr. Pollihan:

      We have limited our review of your filing to the issues
identified in the following comments.  No further review of the
registration statement has been made.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In our comment, we ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Post-Effective Amendment No. 2 to Form S-3
We note that you have attempted to register guarantees by post-
effective amendment.  You may not register new securities by post-
effective amendment.  Please file a new registration statement to
register the guarantees.1.

2. Please provide us your analysis as to why you believe you are
eligible to use Form S-3 to register the guarantees of your non-
reporting subsidiary guarantors.  It is unclear whether the
subsidiaries meet the eligibility requirements for Form S-3.
Please
advise.

Risk Factors

A Change in the Accounting Rules Relating to How the Debentures
Impact the Computation of Our Diluted Earnings. . ., page 24
3. Please update this risk factor to reflect the change in
accounting
treatment that the Financial Accounting Standards Board has made
regarding contingent convertible debt.  You should discuss any
risks
associated with this change.



****


	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare   the filing effective, it does not foreclose
the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring  the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct any questions to Howard M. Baik at (202) 942-
1963
or Ellie Quarles, Special Counsel, at (202) 942-1859.

      Sincerely,



						H. Christopher Owings
						Assistant Director

cc (via fax): 	Heidi J. Steele, Esq.
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Thomas H. Pollihan
Kellwood Company
March 31, 2005
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