8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)         January 8, 2004
                                                 -------------------------------

                                KELLWOOD COMPANY
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


         Delaware                      001-07340                  36-2472410
- --------------------------------------------------------------------------------
(State of other jurisdiction          (Commission              (IRS Employer
   of incorporation)                  File Number)           Identification No.)



600 Kellwood Parkway, P.O. Box 14374, Chesterfield, Missouri       63017
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code    (314) 576-3100
                                                     ---------------------------





                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 5.           OTHER EVENTS AND REGULATION FD DISCLOSURE

         On January 8, 2004, Kellwood Company and Phat Fashions, LLC ("Phat")
announced that the two parties have reached an agreement for Kellwood to acquire
Phat Fashions, its licensing organization and its prized trademarks, Phat
Farm(R), Baby Phat(R), and Phat(R). The purchase price for Phat was $115 million
in cash. Additional cash purchase consideration will be due if Phat achieves
certain specified financial performance targets in the future. Phat has an
option to buyout the license from one of their significant licensees for $25
million. The Company anticipates that it will exercise that option during 2004.

         In connection with this announcement, Kellwood Company issued a press
release, a copy of which is attached as Exhibit 99.1 to this Form 8-K and
incorporated herein by reference.

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

         99.1     Press Release dated January 8, 2004 issued by Registrant.



                                   SIGNATURES

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

Date: January 8, 2004                                KELLWOOD COMPANY

                                   By:   /s/ W. Lee Capps, III
                                         ---------------------------------------
                                            W. Lee Capps, III
                                            Executive Vice President Finance and
                                            Chief Financial Officer

EX-99.1

                                [KELLWOOD LOGO]

                            N E W S   R E L E A S E

              KELLWOOD COMPANY (NYSE:KWD) TO ACQUIRE PHAT FASHIONS

New York, NY - January 8, 2004 -- Kellwood Company and Phat Fashions, LLC
announced the two parties have reached an agreement for Kellwood to acquire Phat
Fashions, its licensing organization and its prized trademarks, Phat Farm(R),
Baby Phat(R), and Phat(R). The announcement was made at a press conference today
in New York City.

"Before coming to this decision, we studied the urban lifestyle market for some
time. The market represents purchases by consumers at retail of approximately
$10 billion on an annual basis. Diversity of markets, brands, consumers and
channels is Kellwood's hallmark. We are pleased to add Russell and Kimora Lee
Simmons; and Phat Fashions to the Kellwood family. Phat Farm and Baby Phat are
highly sought after brands, and we believe they represent the crown jewels of
the urban business," said Hal J. Upbin, Kellwood chairman and chief executive
officer.

"Since its inception in 1992, Phat Farm's revenues have grown dramatically every
year. We are now at the point where we need the very best resources and
infrastructure to build our underground phenomenon into a mainstream staple.
Kellwood provides us with these opportunities. We are proud to be partners with
the visionary team at Kellwood and look forward to developing Phat Farm into an
institution that will inspire, uplift and bring together this generation of
young Americans," commented Russell Simmons.

Baby Phat was launched in 1999 under the creative guidance of Kimora Lee
Simmons. Over the past five years, Kimora Lee has taken her personal sense of
style and created a new paradigm within the fashion and business world with her
unique vision of clothing and accessories.

                                     -MORE-



                                [KELLWOOD LOGO]

ADD ONE

Primary licensing categories for Phat Fashions include apparel for men, women,
and children; athletic shoes, and accessories. Beginning with the Fall 2004
season, Kellwood will produce the men's Phat Farm collection through its own
menswear organization. The Company also plans to introduce new product
categories that fit within its already existing capabilities and expertise such
as intimate apparel for Baby Phat.

         Phat Fashions will operate as a subsidiary of Kellwood. Simmons will
remain at the helm of Phat Fashions as CEO. Kimora will continue as the
principal creative arbiter for Baby Phat. The transaction is expected to close
in early February.

         Kellwood's partnership with Russell Simmons began in 2003 through two
licensing agreements. The first one was in April for Run Athletics(TM) men's
activewear collection, and the second in August for Def Jam University(TM)
sportswear for young men and juniors.

         "For two years, Russell and I have enjoyed numerous conversations,
getting to know each other's business and markets, and exploring the viability
of a Kellwood/Phat Fashions union. Our Kellwood team is energized to see this
business venture come to fruition. This is a tremendous opportunity for Kellwood
and Russell - and ultimately consumers and our retail partners," added Robert C.
Skinner, Jr., Kellwood president.

         Russell Simmons is a master visionary who has shaped the cutting edge
of hip-hop - the pre-eminent force in American popular culture - for the past
two decades during which he founded Def Jam Records, the most successful hip-hop
label in history, as well as the Phat Farm clothing line which sets the hottest
trends on the streets today. While maintaining his unquestioned status as "the
godfather of hip-hop," in recent years, Russell Simmons has transformed himself
into the ultimate political activist and philanthropist.

                                     -MORE-



                                [KELLWOOD LOGO]

ADD TWO

He has worked tirelessly to energize and motivate young people - the hip-hop
generation - to stand up, mobilize and "move as an army" to make their voices
heard and their votes count.

         Kimora Lee Simmons has been immersed in fashion most of her life. At
thirteen, she was the muse for Karl Lagerfeld's House of Chanel. Kimora Lee has
become a role model for young women by balancing her life as president and
creative director of the Baby Phat division, with her continuing work with The
Rush Philanthropic Foundation, and a wife and mother of two.

         Kellwood (NYSE:KWD) is a $2.4 billion marketer of apparel and consumer
soft goods. Kellwood specializes in branded as well as private label products,
and markets to all channels of distribution with product specific to a
particular channel. Kellwood brands include Sag Harbor(R), Koret(R), Jax(R),
David Dart(R), Democracy(R), David Meister(TM), Dorby(TM), My Michelle(R),
Briggs New York(R), Northern Isles(R), David Brooks(R), Kelty(R), and Sierra
Designs(R). Run Athletics(TM), Def Jam University(TM), Liz Claiborne(R), Calvin
Klein(R), XOXO(R), IZOD(R), Dockers(R), Gerber(R), Slates(R) and Bill Burns(R)
are produced under licensing agreements. For more information, visit
www.kellwood.com

                                       ###

Statements in this press release that are not strictly historical are
"forward-looking" statements within the meaning of the safe harbor provisions of
the federal securities laws. Actual results may differ materially due to risks
and uncertainties that are described in the Company's Form 10-K and other
filings with the SEC. The Company undertakes no obligation to release publicly
the results of any revisions to these forward looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events

FINANCIAL CONTACT: Roger D. Joseph, VP Treasurer & IR, Kellwood Company,
314.576.3437, Fax 314.576.3325 or roger_joseph@kellwood.com. W. Lee Capps III,
Executive Vice President Finance & CFO, Kellwood Company, 314.576.3486, Fax
314.576.3439 or wlc@kellwood.com. Corporate Office: 600 Kellwood Parkway,
Chesterfield, Missouri 63017.

MEDIA CONTACT: Donna Weaver, VP Corporate Communications, Kellwood Company,
212.575.7467, Fax 212.575.5339 or donna.weaver@kellwood.com. Executive Office:
120 West 45th Street, 27th Floor, New York, New York, 10036.