KELLWOOD CO, DEF 14A, 1995-07-13

KELLWOOD CO
DEF 14A, 1995-07-13
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR

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<PAGE> 1

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

KELLWOOD COMPANY
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

KELLWOOD COMPANY
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which
the filing fee is calculated and state how it was determined.)

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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<PAGE> 2

KELLWOOD COMPANY

1995

PROXY STATEMENT

<PAGE> 3

KELLWOOD COMPANY

600 KELLWOOD PARKWAY, ST. LOUIS COUNTY, MISSOURI 63017

1995 Proxy Statement

and

Notice of Annual Meeting of Shareowners

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareowners
of Kellwood Company, a Delaware corporation (hereinafter referred to
as the "Company"), will be held at 600 Kellwood Parkway, St. Louis
County, Missouri, on Thursday, August 24, 1995, at 9:00 A.M. for the
following purposes:

1. To elect six members to the Board of Directors to hold office
for a period of two years and until their successors are duly
elected and qualified;

2. To consider and vote upon approval of the Kellwood Company
1995 Omnibus Incentive Stock Plan;

3. To consider and vote upon approval of the Kellwood Company
1995 Stock Option Plan for Nonemployee Directors; and

4. To transact such other business as may properly come before
the meeting, including any adjourned session thereof.

The Board of Directors has fixed the close of business on June 26,
1995 as the record date for determining shareowners entitled to
notice of the aforesaid Annual Meeting and to vote thereat in person
or by proxy.

The Proxy Statement is set forth following this Notice of Annual
Meeting. Also accompanying this Notice of Annual Meeting are a Proxy
and the Company's Annual Report for the fiscal year ended April 30,
1995.

By Order of the Board of Directors

Thomas H. Pollihan
Vice President, Secretary and
General Counsel

St. Louis, Missouri
July 13, 1995

<PAGE> 4

KELLWOOD COMPANY

600 KELLWOOD PARKWAY

ST. LOUIS COUNTY, MISSOURI 63017

APPROXIMATE
MAILING DATE:
JULY 13, 1995

PROXY STATEMENT

ANNUAL MEETING OF SHAREOWNERS-AUGUST 24, 1995

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the
solicitation of the accompanying proxy card by the Board of Directors
of Kellwood Company, a Delaware corporation (the "Company"), for the
Annual Meeting of Shareowners to be held on August 24, 1995. Only
shareowners of record at the close of business on June 26, 1995, are
entitled to notice of, and to vote (in person or by proxy) at the
meeting.

This Proxy Statement and proxy card are being mailed on or about
July 13, 1995. The Company's Annual Report (including financial
statements) to its shareowners for the fiscal year ended April 30,
1995, accompanies this Proxy Statement.

The expense of soliciting proxies for the meeting, including the
cost of preparing, assembling and mailing the notice, proxy card and
Proxy Statement and the reasonable costs of brokers, nominees and
fiduciaries in supplying proxies to beneficial owners, will be paid
by the Company. The solicitation will be made by the use of the
mails, through brokers and banking institutions, and by officers and
regular employees of the Company. In addition, the Company has
engaged Morrow & Co., Inc., a firm specializing in solicitation of
proxies, to assist in the current solicitation for an estimated fee
of $4,500, plus reimbursement for their out-of-pocket expenses.

VOTING PROCEDURES

Shareowners are entitled to one vote per share owned on the record
date and, with respect to the election of directors, shareowners have
the right to cumulative voting. Under cumulative voting, each
shareowner is entitled to a number of votes equal to the number of
directors to be elected multiplied by the number of shares he or she
owns, and he or she may cast all of his or her votes for one nominee
or distribute them in any manner he or she chooses among any number
of nominees.

If the accompanying proxy card is signed and returned in time, the
shares represented thereby will be voted, unless otherwise indicated
on the proxy card, in accordance with the specifications thereon. If
no contrary specification is made, the proxies intend to vote the
shares so represented to elect the largest number of the nominees for
directors named herein which can be elected under cumulative voting.
If no other persons are nominated for election to the Board, votes
represented by all properly executed proxy cards will be distributed
in approximately equal numbers among the nominees set forth below. If
allocation is necessary, the proxies will use their discretion in
making the allocation among nominees. Shareowners who do not wish to
have their votes distributed in approximately equal numbers among the
nominees or do not want to grant the proxies discretion to allocate,
if allocation is deemed necessary by the proxies, should mark their
proxy cards to indicate how they wish to have the proxies distribute
their votes.

The proxies reserve the right not to vote and to return to a
shareowner any proxy card in which the authority to vote shares
represented thereby is made subject to any condition or conditions by
such shareowner other than as expressly provided for in the
accompanying proxy card.

The six directors receiving the highest number of the votes at the
meeting, present in person or by proxy, will be elected. Those
proxies containing instructions to "Withhold Authority" to vote
shares for one or all of the nominees will be counted for the purpose
of determining a quorum to transact business, but not entitled to
vote for the nominee(s) for which voting authority is being withheld.
Abstentions and broker non-votes will be counted to determine a
quorum, but will not be counted in the election of directors. With
respect to proposals 2 and 3, abstentions will be counted in
determining voting results but broker non-votes will not.

1
<PAGE> 5

The Company's management knows of no matter to be brought before
the meeting other than that referred to in Items 1, 2 and 3 of the
foregoing Notice of Annual Meeting of Shareowners. However, if any
other matters properly come before the meeting, it is intended that
the proxy cards in the accompanying form which are duly signed and
returned in time will be voted on those matters in accordance with
the judgment of the person or persons voting the proxy card. Any
shareowner who signs and returns a proxy card may revoke that proxy
card at any time prior to the voting thereof either by revoking the
proxy card in person at the meeting or by delivering a signed written
notice of revocation to the office of the Secretary of the Company
before the meeting begins.

SHAREOWNER PROPOSALS

Shareowners wishing to include proposals in the Company's Proxy
Statement for the 1996 Annual Meeting of Shareowners must submit
their proposals so that they are received by the Secretary of the
Company at the principal executive offices in St. Louis by March 16,
1996. In addition, Section 2.10 of the Company's By-Laws imposes
certain time and information requirements on shareowners wishing to
bring business before a shareowner meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

At the close of business on June 26, 1995 (the "record date"), the
Company had 21,125,492 shares outstanding. The table listed below
contains information concerning each person who is known by the
Company to be the beneficial owner of more than five percent of the
Company's common stock. To the best of the Company's knowledge, no
other persons are beneficial owners of five percent or more of the
Company's shares.

<TABLE>
<CAPTION>
AMOUNT
AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- ------------- --------

<C> <S> <C> <C>
Common Stock FMR Corp.
82 Devonshire Street
Boston, MA 02109 1,380,350<F1> 6.54%

Common Stock Neuberger & Berman
605 Third Avenue
New York, NY 10158 1,789,200<F2> 8.48%

<FN>
-----

<F1> As reported on their Schedule 13G dated February 13, 1995, FMR
Corp., a parent holding company, was the beneficial owner of
1,380,350 shares representing approximately 6.54% of the total
shares outstanding on that day. The 1,380,350 shares include
1,254,550 shares beneficially owned by its subsidiary, Fidelity
Management & Research Company, a registered Investment Advisor,
and 125,800 shares beneficially owned by FMR's subsidiary,
Fidelity Management Trust Company, a bank. FMR Corp. has sole
voting power for 75,650 of the shares, shared voting power for
none of the shares and sole dispositive power for 1,380,350
shares.

<F2> As reported on their Schedule 13G dated February 10, 1995,
Neuberger & Berman, a registered Broker-Dealer and Investment
Advisor, was the beneficial owner of 1,789,220 shares
representing 8.48% of the total shares outstanding on that day.
Neuberger & Berman has sole voting power for 930,050 shares,
shared voting power for 662,950 shares, sole dispositive power
for none of the shares, and shared dispositive power for
1,789,220 shares.
</TABLE>

ELECTION OF DIRECTORS

The Certificate of Incorporation of the Company provides that the
Board of Directors shall consist of not less than three nor more than
15 directors, with the number of directors to be fixed by the Board,
and that the Board shall be divided into two classes, with one class
being elected each year for a two-year term. On June 1, 1995, the
Board of Directors by resolution amended section 3.1 of the Company's
By-laws fixing the number of directors at eleven and, accordingly,
six directors are to be elected at the annual meeting to serve for
two years or until the 1997 Annual Meeting of Shareowners and until
their respective successors shall have been elected and qualified.
The persons named as proxies in the accompanying proxy card have
indicated that they intend to vote for the election of the largest
number of nominees set forth hereinafter which they can elect under
cumulative voting. For a discussion of cumulative voting, see above.

In the event that any of the following nominees for election as
director is not available to serve as a director at the time of
election at the meeting, proxy cards may be voted for a substitute
nominee as well as for the remaining nominees named herein. However,
the Company's management has no reason to anticipate that any
nominees will be unavailable.

2
<PAGE> 6

NOMINEES FOR ELECTION TO SERVE UNTIL 1997

RAYMOND F. BENTELE, AGE 58

Director of the Company since 1993. President and Chief Executive
Officer of Mallinckrodt, Inc. from 1978 until retirement on November
30, 1992. Director of Mallinckrodt Group Inc. (formerly IMCERA Group,
Inc. and a manufacturer of medical, specialty chemical and veterinary
products). Director of IMC Fertilizer Group, Inc. (food crop mineral
nutrients). Director of Leggett & Platt, Inc. (manufacturer of
components for the home furnishings industry).

Member: Compensation and Stock Option Committee.

EDWARD S. BOTTUM, AGE 61

Director of the Company since 1981. Chairman and Director, Geo. T.
Schmidt, Inc. (manufacturer machines and dies) since 1991. Director,
Azar Nut Company (food processing) since 1991. Managing Director,
Chase Franklin Corporation (merchant banking) since April 1990. Vice
Chairman, Continental Bank N.A. from August 1984, and Continental
Bank Corporation from January 1988, until retirement on March 30,
1990. Director and Chairman of the Board of Trustees of The 231 Fund
(mutual funds family) since July 1993. Director, Wireless Data
Corporation (manufacturer of measurement instruments for harsh
environments) since December 1993.

Member: Audit and Finance Committees.

KITTY G. DICKERSON, PH.D., AGE 55

Director of the Company since 1991. Professor and Chair of the
Department of Textile and Apparel Management, University of Missouri,
Columbia, Missouri from 1986 to Present.

Member: Audit Committee.

LEONARD GENOVESE, AGE 61

President, Genovese Drug Stores, Inc. since 1974. Chairman of the
Board of Genovese Drug Stores, Inc. from 1978 to present (chain drug
stores). Director of Aid Auto Stores, Inc. (automotive parts supply),
and Roosevelt Savings Bank (banking), Garden City, New York.

HAL J. UPBIN, AGE 56

President and Chief Operating Officer of the Company from November
22, 1994 to present. Executive Vice President Corporate Development
from May 28, 1992 to November 22, 1994. Vice President Corporate
Development from November 27, 1990 to May 27, 1992. President of
American Recreation Products, Inc. from March 1, 1989 to May 1, 1992,
and Director from May 1, 1991 to present. American Recreation
Products, Inc. is a wholly-owned subsidiary of the Company.

FRED W. WENZEL, AGE 79

Director of the Company since 1961. Chairman Emeritus since May 1,
1991. Chairman of the Board from 1964 to April 30, 1991.

Member: Executive Committee.

DIRECTORS CONTINUING TO SERVE UNTIL 1996

WAI YIU FUNG, AGE 47

Director of the Company since 1992. Deputy Chairman and Managing
Director, Smart Shirts Limited (apparel manufacturer) from November
1, 1990 to present. Senior Vice President, Smart Shirts Limited from
December 16, 1975 to November 1, 1990. Smart Shirts Limited is a
wholly-owned subsidiary of the Company.

Member: Finance Committee.

3
<PAGE> 7

JERRY M. HUNTER, AGE 43

Director of the Company since 1994. Partner at Bryan Cave (law
firm) from December 1993 to present. General Counsel, National Labor
Relations Board, Washington, D.C., from November 1989 to November
1993. Director, Missouri Department of Labor and Industrial Relations
from 1986 to 1989. Labor Counsel, Kellwood Company from November 1981
to May 1986.

Member: Audit Committee.

JAMES C. JACOBSEN, AGE 60

Director of the Company since 1975. Vice Chairman since November
22, 1994. Executive Vice President Administration from May 31, 1989
to November 22, 1994. Senior Vice President Finance-Administration
from 1988 to 1989. Senior Vice President Finance from 1986 to 1988.

Member: Executive and Finance Committees.

JAMES S. MARCUS, AGE 65

Director of the Company since 1965. A Limited Partner of The
Goldman Sachs Group, L.P. (investment bankers) since March 28, 1989.
A Limited Partner of Goldman, Sachs & Co. (investment bankers) from
December 1, 1982 to March 28, 1989. Director of American Biltrite,
Inc.

Member: Finance and Compensation and Stock Option Committees.

WILLIAM J. MCKENNA, AGE 68

Director of the Company since 1982. Chairman and Chief Executive
Officer since November 22, 1994. Chairman, President and Chief
Executive Officer from May 1, 1991 to November 22, 1994. Chief
Executive Officer since 1984. President from 1982 to November 22,
1994. Director of Genovese Drug Stores, Inc. and United Missouri
Bancshares, Inc.

Member: Executive Committee.

COMPENSATION OF DIRECTORS

Directors who are employees of the Company receive no compensation
for their service as directors. Non-employee directors were
compensated for their services at the rate of $23,000 per annum. In
addition, each non-employee director receives $1,000 for each Board
Meeting and $800 for each Committee meeting attended, not to exceed
$1,800 for any one day, and is reimbursed for expenses incurred in
attending those meetings.

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors is responsible for establishing broad
corporate policies and for overseeing the general performance of the
Company. The Board meets regularly four times per year, and holds
special meetings as required. In fiscal 1995, the Board met four
times.

Each director spends considerable time in preparing for and
attending Board and Committee meetings. During the Company's most
recent fiscal year, each director attended at least 75% of the Board
meetings and meetings of Committees to which he or she was appointed.

The Board has an Executive Committee, Finance Committee, Audit
Committee and Compensation and Stock Option Committee.

The Executive Committee, between Board meetings, has all the
authority of the Board of Directors in the management of the business
affairs of the Company (except for action relating to dividends,
stock issuances, and certain fundamental corporate changes). The
Executive Committee did not meet during fiscal 1995. On four
occasions actions were taken by unanimous written consent after the
Committee reviewed proposals circulated to the members.

The Finance Committee's responsibilities are to study and suggest
methods for obtaining the future financing requirements of the
Company. The Finance Committee did not meet during fiscal 1995.

4
<PAGE> 8

The Audit Committee's responsibilities include recommending to the
Board of Directors the independent accountants to be employed for the
purpose of conducting the annual examination of the Company's
financial statements, discussing with the independent accountants the
scope of their examination, reviewing the Company's financial
statements and the independent accountants' report thereon with
Company personnel and the independent accountants, and inviting the
recommendations of the independent accountants regarding internal
controls and other matters. The Audit Committee met two times during
fiscal 1995.

The Compensation and Stock Option Committee's responsibilities
include approving salaries of executives of the Company,
administering and interpreting compensation plans, and granting cash
bonuses, stock bonuses and other benefits under such plans. The
Compensation and Stock Option Committee met two times during fiscal
1995.

MANAGEMENT OWNERSHIP OF THE COMPANY'S STOCK

Under regulations of the Securities and Exchange Commission,
persons who have power to vote or to dispose of shares of the
Company, either alone or jointly with others, are deemed to be
beneficial owners of those shares. The following table shows, as of
June 26, 1995, the beneficial ownership of each present director and
each nominee for director, and of all present directors and executive
officers as a group, of shares of the Company's common stock. This
information has been furnished to the Company by the individuals
named. As shown in the last column, in some cases a significant
number of the shares indicated in the center column as being
beneficially owned are actually unissued shares attributable to
unexpired options for the Company's common stock which are presently
exercisable or first become exercisable within 60 days after June 26,
1995. With the exception of Mr. McKenna who owns approximately 1.32%
of the outstanding common stock of the Company, no nominee or present
director owns more than 1% thereof. All executive officers and
directors as a group own approximately 4.41% of the outstanding
common stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF INCLUDED IN PREVIOUS
SHARES COLUMN ATTRIBUTABLE
NAME OF INDIVIDUAL BENEFICIALLY TO UNEXPIRED
OR NUMBER IN GROUP OWNED OPTIONS TO PURCHASE
------------------ ------------ -------------------

<S> <C> <C>
R. F. Bentele........................................ 750 -0-
E. S. Bottum......................................... 2,350 -0-
K. G. Dickerson...................................... 600 -0-
W. Y. Fung........................................... 15,170 13,670
L. Genovese.......................................... 1,845 -0-
J. M. Hunter......................................... -0- -0-
J. C. Jacobsen....................................... 116,462<F1> 42,320
J. S. Marcus......................................... 900 -0-
W. J. McKenna........................................ 279,128<F2> 84,450
F. W. Wenzel......................................... 209,595 -0-
H. J. Upbin.......................................... 34,681 24,520
All directors and executive officers as a group (22
persons including those named)...................... 931,110 320,840

<FN>
-----

<F1> Does not include 10,200 shares owned by Mr. Jacobsen's children.
Mr. Jacobsen disclaims beneficial ownership of these shares.

<F2> Does not include 202 shares owned by Mr. McKenna's wife, 1,000
shares owned by his daughter, and 1,000 shares owned by his son.
Mr. McKenna disclaims beneficial ownership of these shares.
</TABLE>

COMPENSATION OF EXECUTIVE OFFICERS

The following table shows the amount of all compensation earned for
services in all capacities to the Company for the last three fiscal
years for (i) the Chief Executive Officer, and (ii) the other four
most highly paid executive officers (the "Named Officers") at April
30, 1995.

5
<PAGE> 9

<TABLE>
SUMMARY COMPENSATION TABLE

<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ------------------------ ------------
(A) (B) (C) (D) (E) (F ) (G) (H) (I)
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND COMPEN- STOCK OPTIONS LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) AWARD(S) ($)<F1> (#) PAYOUTS ($) SATION ($)
------------------ ---- ---------- --------- ---------- ---------------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William J. McKenna 1995 $790,000 $ 0 0 $ 0 152,800 0 $ 4,500<F3>
Chairman, CEO and 1994 740,000 370,000 0 441,783 43,800 0 6,930<F3>
Director<F5> 1993 700,000 350,000 0 320,837 43,950 0 2,406,791<F2>

Enoch Harding, Jr. 1995 231,417 160,000 0 0 8,000 0 5,412<F3>
Executive Vice President 1994 N/A<F4> N/A N/A N/A N/A 0 N/A
Operations 1993 N/A<F4> N/A N/A N/A N/A 0 N/A

James C. Jacobsen 1995 360,000 0 0 0 30,800 0 6,600<F3>
Vice Chairman and 1994 350,000 140,000 0 176,697 17,100 0 6,945<F3>
Director 1993 330,000 130,000 0 119,520 16,200 0 6,846<F3>

Wai Yiu Fung 1995 350,000 0 0 0 10,000 0 0
Deputy Chairman and Managing 1994 326,899 75,000 0 0 7,800 0 0
Director, Smart Shirts Limited,1993 282,634 50,000 0 0 6,750 0 0
and Director

Hal J. Upbin 1995 323,849 0 0 0 23,700 0 6,500<F3>
President and Chief 1994 283,000 110,000 0 106,018 12,000 0 5,722<F3>
Operating Officer 1993 265,000 100,000 0 71,736 10,800 0 5,520<F3>

<FN>

-----

<F1> The restricted stock awards attributable to the Named Executives
for fiscal years through April 30, 1995, including the awards in
Column (f ), which are still subject to restrictions under the
Corporate Development Incentive Plan, and valued at the fair
market price as of April 30, 1995, are as follows: W. J. McKenna,
30,161 shares at $531,738; E. Harding, 0 shares; J. C. Jacobsen,
11,669 shares at $205,724; W. Y. Fung, 0 shares; and H. J. Upbin,
7,039 shares at $124,097. The Corporate Development Incentive
Plan is a restricted stock award with performance criteria based
on one year's performance. Dividends are paid on restricted
shares.

<F2> Employer matching 401(k) plan contribution of $6,791 and
$2,400,000 deferred compensation distribution.

<F3> Employer matching 401(k) plan contribution.

<F4> Not an executive officer of the Company for the fiscal year.

<F5> W. J. McKenna has a contract of employment through November 30,
1996. Effective May 1, 1995 his salary was increased to $820,000.
</TABLE>

6
<PAGE> 10

The following two tables contain information covering stock options
granted during the fiscal year ended April 30, 1995, to the Named
Officers and the number and value of unexercised stock options held
by those officers at the end of the last fiscal year. No SARs were
granted in conjunction with the options.

<TABLE>
OPTION GRANTS TABLE

OPTION GRANTS DURING 1995 FISCAL YEAR

<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------- --------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR<F1> ($/SHARE) DATE 5% ($) 10% ($)
---- ----------- --------------- ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
William J. McKenna............. 52,800 13.61 $20.31 06/01/04 $ 674,406 $1,709,078
100,000 25.78 19.69 11/22/04 1,238,294 3,138,079
------- ----- ---------- ----------
152,800 39.39 1,912,700 4,847,157
======= ===== ========== ==========
Enoch Harding, Jr. ............ 8,000 2.06 20.31 06/01/04 102,183 258,951
James C. Jacobsen.............. 20,800 5.36 20.31 06/01/04 265,675 673,273
10,000 2.58 19.69 11/22/04 123,830 313,808
------ ----- ---------- ----------
30,800 7.94 389,505 987,081
====== ===== ========== ==========
Wai Yiu Fung................... 10,000 2.58 20.31 06/01/04 127,729 323,689
Hal J. Upbin................... 13,700 3.53 20.31 06/01/04 174,988 443,454
10,000 2.58 19.69 11/22/04 123,829 313,808
------ ----- ---------- ----------

23,700 6.11 298,817 757,262
====== ===== ========== ==========

<FN>

-----

<F1> Total options granted during 1995 were 387,900 shares to the
Named Officers and all other employees.
</TABLE>

<TABLE>
OPTION EXERCISES IN 1995 FISCAL YEAR
AND FY-END 04/30/95 VALUE TABLE

<CAPTION>
(A) (B) (C) (D) (E)
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
04/30/95 04/30/95
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
William J. McKenna.............................. 0 0 41,340/244,210 $76,605/153,210
Enoch Harding, Jr. ............................. 0 0 10,200/ 24,800 24,017/ 16,011
James C. Jacobsen............................... 0 0 26,100/ 65,000 82,733/ 55,156
Wai Yiu Fung.................................... 0 0 7,260/ 23,290 16,011/ 16,011
Hal J. Upbin.................................... 0 0 14,220/ 47,280 57,407/ 48,027
</TABLE>

RETIREMENT PROGRAM

PENSION PLAN

The Kellwood Company Pension Plan is a defined benefit plan
covering substantially all employees of the Company and participating
subsidiaries. The basic annual pension benefit under the Plan for
service after April 30, 1989 is equal to 12 times 0.5% of average
monthly earnings times credited service after April 30, 1989, plus 12
times 0.5% of average monthly earnings, in excess of covered
compensation, multiplied by years of credited service commencing on
or after May
7
<PAGE> 11
1, 1989 up to 35 years. Covered compensation is defined as the
average social security wage base for the 35 years before an employee
reaches social security retirement age. Average monthly earnings
under the Plan is the average of an employee's monthly earnings
defined under the Plan paid during the highest paid five consecutive
full calendar years within an employee's credited service. The amount
of final benefits is not and cannot readily be calculated for each
individual by the Plan's regular actuaries.

Plan participants as of April 30, 1989, who continued as employees
after April 30, 1989, will receive their amended accrued benefits as
of April 30, 1989 plus benefits earned after that date. For employees
earning $150,000 per year or more, an amended accrued monthly benefit
as of April 30, 1994 was calculated. The amended accrued monthly
benefits at April 30, 1994, for officers listed in the Summary
Compensation Table were as follows: W. J. McKenna, Chairman and Chief
Executive Officer, $9,333.49; E. Harding, Jr., Executive Vice
President Operations, $1,766.95; J. C. Jacobsen, Vice Chairman,
$5,560.28; and H. J. Upbin, President and Chief Operating Officer,
$615.06. As of April 30, 1995, of the officers listed in the Summary
Compensation Table, Mr. McKenna, Mr. Harding, Mr. Jacobsen and Mr.
Upbin have approximately one year of credited service subsequent to
May 1, 1994. As of April 30, 1995, Mr. Fung had no years of credited
service. The table below is indicative of annual benefits for service
after April 30, 1989, using covered compensation for employees
retiring at normal retirement age in calendar 1995. Benefits for
employees who retire in subsequent years will be lower reflecting
increases in the average social security wage base.

<TABLE>
PENSION PLAN TABLE

<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 5 10 15 20 30
------------ ------ ------- ------- ------- -------

Section 401(a)(17) of the Internal Revenue Code limits annual
earnings for purposes of calculating benefits under Kellwood's
pension plan to $150,000. Section 415 of the Internal Revenue Code
limits annual benefits payable from the plan at age 65 to $120,000.
However, benefits accrued prior to the enactment of these limitations
were not reduced accordingly.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE ON
EXECUTIVE COMPENSATION

This Report and the following Performance Graphs shall not be
deemed to be incorporated by reference by any general statement which
incorporates by reference this Proxy Statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934,
and they shall not otherwise be deemed filed under such Acts.

OVERVIEW

The Company's Board of Directors has established a three member
Compensation and Stock Option Committee (the "Committee"). Each
member of the Committee is a non-employee director.

The Securities and Exchange Commission has recently adopted rules
which are designed to enhance disclosure of the policies of companies
regulated by the Commission in regard to executive compensation. In
response to these rules the Committee has prepared a report, as
outlined below, on the Company's policies and practices with respect
to executive compensation.

8
<PAGE> 12

The Company's executive officer compensation program consists of
base salary, annual cash incentive compensation, long-term incentive
compensation in the form of stock options and stock awards, and
various benefits including medical, pension, and 401(k) savings plans
generally available to employees of the Company.

COMPENSATION POLICIES

The Committee's executive compensation policies are designed to
provide competitive levels of compensation which integrate pay with
the Company's annual and longer term performance goals, reward above
average performance, recognize individual initiative and
achievements, assist the Company in attracting and retaining
qualified executives and build the ownership of Company stock by key
managers. The Committee is of the view that stock ownership by
management and stock-based performance compensation arrangements are
beneficial in aligning the interests of management with the interests
of the Company's shareowners which ultimately enhances shareowner
value. The Committee further believes that bonus and other forms of
incentive-based compensation encourage management to attain preset
commercial goals for the Company.

BASE SALARY

The Committee reviews each executive officer's salary annually and
considers recommendations submitted by the Chief Executive Officer.
In determining appropriate salary levels, the Committee considers a
variety of sources, including industry surveys, proxy statements, and
outside consultants. The Committee also considers the level and scope
of responsibility, experience, Company and individual performance,
and internal equity. The Committee uses its discretion to set
executive compensation where in its judgment external, internal, or
an individual's circumstances warrant. By design, the Committee
strives to set executives' salaries at competitive market levels.
Increases are based on comparable companies' practices, the Company's
achievement of its financial plan, and the individual's performance.
The salary increases in fiscal 1995 were based on the Committee's
review of the return on equity, net earnings as a percent of sales
and earnings per share growth over the prior five years.

ANNUAL CASH INCENTIVES

Annual cash incentive compensation awards are made to executives to
recognize and reward corporate and individual performance. Goals for
Company and business unit performance are set at the beginning of
each fiscal year. In determining whether to award cash bonuses, the
Committee compares the Company's financial performance against its
annual financial plan, considers individual performance, and Company
performance against that of peer companies. In considering bonuses
for executives other than Mr. McKenna, the Committee considers bonus
recommendations submitted by the Chief Executive Officer. The
Committee also receives an assessment of the performance of each
executive from Mr. McKenna and discusses the assessments with him.
When assessing the performance of Mr. McKenna, the Committee meets
privately. In general, the Company's performance goals were not met
for fiscal 1995.

ANNUAL STOCK INCENTIVES

The Committee administers the Company's Restricted Stock
Compensation Plan and the Corporate Development Incentive Plan, both
of which award shares of the Company's common stock. Under the
Restricted Stock Compensation Plan, restricted shares are granted to
qualified employees and are released from restrictions ratably over
five years. Awards are limited to an aggregate of 25,000 shares for
any Plan year. In fiscal 1995, no awards were made to any executive
officers.

The Committee selects key corporate executives to be participants
in the Corporate Development Incentive Plan based upon its judgment
of the executive's ability to significantly affect major decisions
and actions which influence the continued profitable growth and
development of the Company, the value of the executive's continuing
service and the probable detriment of his or her employment by
competitors. The Committee selects participants and sets the
performance goals which must be achieved during the measurement
period. The measures and objectives may be based on earnings per
share, earnings before tax and gains on sale of assets, or other
criteria which the Committee establishes. Payment of awards under the
Plan are made in common stock. An award, if any, is made to a
participant by the Company at the time the Committee determines that
performance goals have been met. Restrictions on the shares lapse and
shares are transferred to the participants in installments over
approximately three years, provided the shares have not been
forfeited. Awards granted to qualified employees under the Plan are
limited to an aggregate of 105,000 shares for any Plan year. The
shares covered by the awards may not be transferred, sold, pledged or
otherwise disposed of prior to the lapse of restrictions. A target
award
9
<PAGE> 13
level is established for each executive officer based on his or her
level of responsibility. Based on Company earnings, a participant may
have the opportunity to earn awards in excess of the targeted amounts
for the Company's outstanding performance. Threshold standards
required to be met before any stock bonus award is made are also
established. In fiscal 1995, the performance goal was not met and no
awards were made. See column (f) of the Summary Compensation Table.

STOCK OPTIONS

The Committee administers the Company's 1990 Omnibus Incentive
Stock Plan which provides for awards of incentive stock options, non-
qualified stock options and stock appreciation rights. These awards
directly relate the amounts earned by the executives to the amount of
appreciation realized by the Company's shareowners over comparable
periods. Stock options also provide executives with the opportunity
to acquire and build a meaningful ownership interest in the Company.
While the Company encourages stock ownership by executives, it has
not established any target levels for executive stock holdings.
Awards are generally made at a level calculated to be competitive.
See the Option Grants During 1995 Fiscal Year Table.

The Committee considers stock option awards on an annual basis.
These are normally awarded in May. In determining the amount of
options awarded, the Committee generally establishes a level of award
based on the position held by the individual and his or her level of
responsibility, both of which reflect the executive's ability to
influence the Company's long-term performance. The number of options
previously awarded to and held by executives are also reviewed but
are not an important factor in determining the size of the current
award. The number of options actually awarded in any year is based on
an evaluation of the individual's performance.

OTHER BENEFIT PROGRAMS

The executive officers participate in various health, life and
disability insurance programs, pension plan and a retirement savings
401(k) plan, that are generally made available to all salaried
employees. Executive officers also receive certain traditional
perquisites that are customary for their positions.

The Committee believes that the overall program it has adopted,
with its emphasis on long term compensation, serves to focus the
efforts of the Company's executives on the attainment of a sustained
high rate of Company growth and profitability for the benefit of the
Company and its stockholders.

COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER

The Company's Chief Executive Officer, W. J. McKenna, has an
Employment Agreement. Effective May 1, 1995, his salary was increased
to $820,000 which is comparable to the compensation paid by companies
of similar size. Mr. McKenna has had an Employment Agreement with the
Company since 1982 which ends on November 30, 1996 and coincides with
Mr. McKenna's seventieth birthday.

The Committee did not approve a cash bonus to Mr. McKenna for
fiscal 1995 as the Company's performance goals were not met.

In approving the salary increase and the grant of stock options in
fiscal 1995 to Mr. McKenna, the Committee took into account the level
and scope of his responsibilities and contributions to the Company.

COMPANY POLICY ON QUALIFYING COMPENSATION

Internal Revenue Code Section 162(m), adopted in 1993, provides
that publicly-held companies may not deduct in any taxable year
compensation in excess of $1,000,000 paid to the CEO and other
executive officers which is not "performance based" as defined in
Section 162(m). The Committee will continue to monitor the effect of
this new provision on the Company's existing compensation plans and
will take appropriate action if warranted in the future to maintain
the deductibility of payments under the plan.

COMMITTEE COMPOSITION

This Report is submitted by the members of the Committee as of
April 30, 1995.

Raymond F. Bentele
Richard P. Conerly
James S. Marcus, Chairman

10
<PAGE> 14

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Except as stated below, there are no interlocks or insider
participation with any executive officers of the Company or with the
members of the Committee, Messrs. Bentele, Conerly and Marcus. Mr.
Genovese, a Director Nominee, is Chairman of the Board and President
of Genovese Drug Stores, Inc. Mr. McKenna serves as a Director on
that Board and also is a member of the Compensation Committee.

Jerry M. Hunter was elected a director at the Annual Meeting of
Shareowners held on August 25, 1994. Mr. Hunter is a partner in the
law firm of Bryan Cave in St. Louis, Missouri. The services of the
law firm have been retained during the last fiscal year and during
the current fiscal year. Fees paid by the Company to Bryan Cave did
not exceed five percent of the law firm's gross revenues for that
firm's last fiscal year.

PERFORMANCE GRAPHS

The following graphs compare the performance of Kellwood common
shares with that of the S&P 500 and S&P Textile Indices. The graphs
plot the growth in value of an initial $100 investment over the
indicated time periods, with dividends reinvested.

<TABLE>

TOTAL RETURN TO STOCKHOLDERS

<CAPTION>
Measurement Period Kellwood Co. S&P 500 Index S&P Textile Index
- ------------------ ------------ ------------- -----------------
(Fiscal Year Covered)
- ---------------------
<S> <C> <C> <C>
Measurement Pt-4/90 $100 $100 $100
FYE 4/91 98 118 128
FYE 4/92 199 134 139
FYE 4/93 193 147 139
FYE 4/94 262 154 122
FYE 4/95 200 181 118
</TABLE>

11
<PAGE> 15

<TABLE>

TOTAL RETURN TO STOCKHOLDERS

<CAPTION>
Measurement Period Kellwood Co. S&P 500 Index S&P Textile Index
- ------------------ ------------ ------------- -----------------
(Fiscal Year Covered)
- ---------------------
<S> <C> <C> <C>
Measurement Pt-4/85 $100 $100 $100
FYE 4/86 221 136 201
FYE 4/87 333 172 281
FYE 4/88 293 161 195
FYE 4/89 318 198 235
FYE 4/90 177 219 255
FYE 4/91 173 258 325
FYE 4/92 351 294 355
FYE 4/93 341 321 353
FYE 4/94 463 338 310
FYE 4/95 353 397 301
</TABLE>

OTHER OFFICER AGREEMENTS

The Company has agreements with Messrs. McKenna, Jacobsen, and
several of the other officers providing for compensation in
connection with termination of employment following a Change in
Control, as well as if all or substantially all of the Company's
assets are sold by the Company, or the Company is liquidated or
ceases to function as a going concern. These agreements provide for
the payment of a lump sum within five days of the date of termination
equal to the sum of (a) two times the officer's highest base salary
in effect during the fiscal year in which the date of termination
occurs, (b) two times the officer's average annual incentive awards
during the last three full fiscal years, (c) the incentive award
which, pursuant to any benefit plan of the Company, had accrued or
would have accrued to the officer during the last full fiscal year,
and (d) the last bonus award earned by the officer under the
Company's annual bonus program.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Securities Exchange Act of 1934 requires all executive officers
and directors to report any changes in the ownership of common stock
of the Company to the Securities and Exchange Commission, the New
York Stock Exchange and the Company.

12
<PAGE> 16

Based solely upon a review of these reports and written
representations that no additional reports were required to be filed
in fiscal 1995, the Company believes that all reports were filed on a
timely basis.

APPROVAL OF THE KELLWOOD COMPANY 1995 OMNIBUS
INCENTIVE STOCK PLAN (PROXY ITEM NO. 2)

1995 OMNIBUS INCENTIVE STOCK PLAN

At the June 1, 1995 meeting, the Board of Directors adopted the
1995 Omnibus Incentive Stock Plan (the "Plan") to succeed the 1990
Omnibus Incentive Stock Plan. This Plan is contingent upon shareowner
approval and will be presented for approval at the annual meeting.
The purpose of the Plan is to provide incentive to officers and other
key employees of the Company and its subsidiaries to improve
operations and increase profits by providing such key employees an
opportunity to own shares of common stock of the Company or monetary
payments based on the value of shares pursuant to other Plan
Benefits.

The following description of the Plan is a summary of its terms and
is qualified in its entirety by reference to the complete text of the
Plan, a copy of which appears as Appendix A to this proxy statement.
The following summary describes the material features of the Plan.

RESERVED SHARES. For each Company fiscal year, commencing with the
year ending April 30, 1996, there shall be reserved for issuance
under the Plan two percent (2%) of the adjusted average common stock
used by the Company to calculate fully diluted earnings per share for
the preceding fiscal year (427,322 shares as of April 30, 1995).
Shares previously reserved under the Company's 1990 Omnibus Incentive
Stock Plan and the 1985 Non-qualified Stock Option Plan (the "Prior
Plans") are also included. The maximum number of shares of common
stock which may be granted to any participant for any fiscal year
shall not exceed 300,000 shares.

ADMINISTRATION. The Compensation and Stock Option Committee of the
Board of Directors (the "Committee") consisting of at least three (3)
nonemployee directors will administer the Plan. The Committee will
determine individuals to receive grants, determine the number of
shares to be awarded, the period, terms and conditions of the grant.
The Committee may interpret the Plan and establish rules to
administer the Plan.

ELIGIBILITY. Benefits may be granted to officers and other key
employees of the Company or its subsidiaries.

BENEFITS UNDER THE PLAN. Benefits under the Plan may be granted in
any one or a combination of Incentive Stock Options, Non-Qualified
Stock Options, and Stock Appreciation Rights ("SARS").

STOCK OPTIONS AND SARS. The option exercise price of both Incentive
Stock Options and Non-Qualified Stock Options must be at least 100%
of the fair market value of the Company's common stock on the date of
grant. The value of SARs will be based on the fair market value on
the date of grant of the related option or on the date of grant of
the SAR, whichever is applicable.

Stock options and SARs shall be exercisable not earlier than six
months and not later than ten years after the date of grant.
Shareowner approval is being sought at the August 24, 1995 annual
meeting. Any benefits granted in advance of such approval will be
null and void if it is not obtained.

Benefits are generally not transferable and may be exercised only
by the employee. Benefits may be exercised after death by the
executor or administrator or by the person to whom the benefit has
passed under will or by law.

TERMS OF BENEFITS TO BE ESTABLISHED BY THE COMMITTEE. The Plan
provides that the Committee may (in its discretion) grant benefits
which include the following provisions:

(a) Payment of Option Price: may be made by delivering shares of
Company stock already owned by the optionee if the Company agrees
in advance to such payment.

(b) Withholding: on non-qualified stock option or SAR exercise
may be satisfied out of shares otherwise deliverable if the Company
agrees in advance to such procedure.

(c) Exercise after termination of employment: depending upon the
reason for termination, benefits may terminate, or may be
exercisable for varying periods after termination, or may continue
as originally granted.

(d) Installments: benefits may provide that they are exercisable
only in installments over a period of years.

13
<PAGE> 17

ADJUSTMENT. The number of shares of Company stock subject to a
benefit shall be adjusted if there is an increase in the number of
issued shares without the payment of new consideration to the Company
(for example, due to a stock dividend). Each benefit may also provide
for the continuation or adjustment of benefits if the Company is
merged, reorganized or similarly affected.

AMENDMENT. The Board may amend the Plan not more than once every
six months, and any such amendments may not adversely affect the
Plan's status as a protected plan for purposes of Section 16(b) of
the Securities Exchange Act of 1934 (the "Exchange Act").

CHANGE IN CONTROL. "Change in Control" of the Company shall occur
if (i) any "person" (as such term is used in Section 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act) directly or indirectly of
securities of the Company representing 25% or more of the combined
voting power of the Company's then outstanding securities or (ii)
during any period of two consecutive years individuals who at the
beginning of the two-year period were members of the Board of
Directors cease for any reason to constitute at least a majority of
the Board.

FEDERAL INCOME TAX CONSEQUENCES. Under current U.S. federal tax
law, a participant who is granted an option or SAR will not realize
any taxable income at the time of grant. The participant will have
taxable income at the time of exercise of a non-qualified stock
option equal to the difference between the option price and the fair
market value of the shares on the date of exercise and the Company
will be entitled to a corresponding deduction. The participant will
have no taxable income at the time of the exercise of an Incentive
Stock Option and any gain realized on the subsequent disposition of
the stock will qualify for long-term capital gain treatment if the
shares are held for at least two years from the date of grant of the
option and one year from the date of its exercise. The Company will
not be entitled to any deduction if shares obtained upon the exercise
of an Incentive Stock Option are disposed of after meeting the
holding periods. The participant will have taxable income at the time
of the exercise of an SAR equal to the amount of cash or value of
shares received upon exercise.

<TABLE>
ESTIMATE OF BENEFITS. At present it is proposed that the following
number of options will be granted to the following individuals on
August 25, 1995, at an option price equal to the fair market value of
the shares on that date if the Plan is approved:

<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
NAME AND POSITION OPTIONS GRANTED
----------------- ---------------

<S> <C>
William J. McKenna.................................................................... 96,000
Chairman of the Board and Chief Executive Officer
Enoch Harding, Jr. ................................................................... 12,000
Executive Vice President Operations
James C. Jacobsen..................................................................... 30,000
Vice Chairman
Wai Yiu Fung.......................................................................... 8,000
Director of the Company, Deputy Chairman and Managing Director, Smart Shirts Limited
Hal J. Upbin.......................................................................... 30,000
President and Chief Operating Officer
All Executive Officers (including persons named above)................................ 262,000
All Nonemployee Directors............................................................. 0
All Employees other than Executive Officers........................................... 109,500
</TABLE>

There are approximately 100 persons currently participating in the
proposed Plan, but this number may increase or decrease at the
Committee's discretion.

SHAREOWNER APPROVAL. This Plan was adopted by the Board of
Directors of the Company on June 1, 1995. The Plan shall be null and
void if shareowner approval is not obtained at the 1995 annual
meeting of shareowners.

14
<PAGE> 18

VOTE REQUIRED

The vote of a majority of the shares present and voting at the
meeting is required for approval of the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
PLAN.

APPROVAL OF THE KELLWOOD COMPANY 1995 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS (PROXY ITEM NO. 3)

1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

On June 1, 1995, the Board of Directors adopted the 1995 Stock
Option Plan for Nonemployee Directors (the "Directors Plan") which
shareowners are asked to approve at the annual meeting. The purpose
of the Directors Plan is to attract and retain outstanding
individuals to serve as members of the Board of Directors of the
Company by providing such persons opportunities to acquire shares of
the common stock of the Company on advantageous terms thereby giving
them a stake in the growth and profitability of the Company in order
to enable them to represent the viewpoint of other shareowners of the
Company more effectively.

The following description of the Plan is a summary of its terms and
is qualified in its entirety by reference to the complete text of the
Plan, a copy of which appears as Appendix B to this proxy statement.
The following summary describes the material features of the Plan.

SUMMARY OF THE DIRECTORS PLAN

GRANT OF OPTIONS. Each person who remains or becomes a Nonemployee
Director of the Company on the date of the 1995 annual meeting of
shareowners will be granted an option to purchase 1,000 shares of
Common Stock on the first business day after the date of the 1995
annual meeting. Each person who becomes or remains a Nonemployee
Director after the date of the 1995 annual meeting shall be granted
an option to purchase 1,000 shares of Common Stock on the first
business day after the date of the first annual meeting of
shareowners at which such person was elected or remained a
Nonemployee Director.

Each Nonemployee Director who is granted an initial option to
purchase 1,000 shares of Common Stock (under this Directors Plan or
under the prior Supplement Plan for Nonemployee Directors) shall be
granted additional options to purchase 1,000 shares of Common Stock
on the first business day after the date of each succeeding annual
meeting of shareowners at which the Nonemployee Director remains a
member of the Board.

OPTION PRICE. The option price for each option granted to
Nonemployee Directors shall be 100% of the fair market value of the
shares subject to option on the date of option grant. The option
price may be paid by check or by the delivery of shares of Common
Stock then owned by the participant.

TERM; TERMINATION OF SERVICE. The option term shall be ten years.
All options granted to Nonemployee Directors shall become fully
exercisable one year after the date of option grant, or upon a Change
in Control of the Company. The period of exercise following death
shall be one year. In the event of any other termination of service
on the Board, each option shall be exercisable for the balance of its
ten year term.

SHAREOWNER APPROVAL. This Directors Plan was adopted by the Board
of Directors of the Company on June 1, 1995. The Directors Plan shall
be null and void if shareowner approval is not obtained at the 1995
annual meeting of shareowners.

SHARES RESERVED. 100,000 shares of Common Stock which may be newly-
issued or treasury shares. The number of shares reserved and subject
to option shall be adjusted if the Company changes the number of
issued shares without consideration (such as by stock dividend or
stock split).

FEDERAL INCOME TAX CONSEQUENCES. Under current U.S. federal tax
law, a nonemployee director who is granted an option will not realize
any taxable income at the time of grant. The director will have
taxable income at the time of exercise equal to the difference
between the option price and the fair market value of the shares on
the date of exercise and the Company will be entitled to a
corresponding deduction.

ESTIMATE OF BENEFITS. There are seven Nonemployee Directors in the
proposed Directors Plan. If this Directors Plan is approved, then on
August 25, 1995, the day after the Annual Shareowners Meeting, the
seven Nonemployee Directors, as a group, will be granted 7,000 option
shares at an option price equal to the fair market value of the
shares on that date.

15
<PAGE> 19

VOTE REQUIRED

The vote of a majority of the shares present and voting at the
meeting is required for approval of the Directors Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
DIRECTORS PLAN.

INDEPENDENT ACCOUNTANTS

The Audit Committee recommended to the Board and the Board approved
on June 1, 1995, the retention of Price Waterhouse LLP to serve as
the Company's independent accountants for fiscal year 1996.

Representatives of Price Waterhouse LLP will be present at the
annual meeting with the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.

Thomas H. Pollihan
Vice President, Secretary and
General Counsel

St. Louis, Missouri
July 13, 1995

16
<PAGE> 20

APPENDIX A

KELLWOOD COMPANY

1995 OMNIBUS INCENTIVE STOCK PLAN

1. PURPOSE. The purpose of the Kellwood Company 1995 Omnibus
Incentive Stock Plan (the "Plan") is to provide incentive to officers
and other key employees of Kellwood Company ("the Company") and its
subsidiaries to improve operations and increase profits by providing
such key employees an opportunity to own shares of the Common Stock
of the Company or monetary payments based on the value of such shares
pursuant to the benefits described herein.

2. RESERVED SHARES. For each fiscal year of the Company, commencing
with the year ending April 30, 1996, there shall be reserved for
issuance under this Plan a number of shares equal to two percent (2%)
of the adjusted average Common Stock outstanding used by the Company
to calculate fully diluted earnings per share for the preceding
fiscal year. The maximum number of shares of Common Stock which may
be available for the award of benefits to any participant for any
fiscal year of the Company shall not exceed three hundred thousand
(300,000) shares. Any shares of Common Stock reserved for issuance
hereunder in previous years and any shares of Common Stock subject to
an award which lapses, is forfeited, expires or terminates, shall be
available for awards under this Plan. The shares issued under this
Plan may be either authorized but unissued or treasury shares of the
Company.

The shares hereby reserved are in addition to the shares previously
reserved under the Company's 1990 Omnibus Incentive Stock Plan and
the 1985 Non-qualified Stock Option Plan (the "Prior Plans"). Any
shares reserved for issuance under the Prior Plans in excess of the
number of shares as to which benefits have been granted on the date
of stockholder approval of this Plan, plus any such shares as to
which benefits granted under the Prior Plans may lapse, expire,
terminate or be cancelled after such date, shall also be reserved and
available for issuance in connection with benefits under this Plan.

Benefits may be granted hereunder to persons who are or previously
were participants under this or other plans of the Company and may be
granted in substitution, exchange or cancellation of options or other
benefits then or theretofore held under this Plan or other plans of
the Company. Benefits granted under this Plan may be mutually
rescinded and new benefits granted in lieu thereof from time to time
as may be initially determined by the Committee and agreed to by the
holders thereof.

3. ADMINISTRATION. The Board of Directors shall appoint a Committee
(which may be the Compensation and Stock Option Committee of the
Board of Directors) consisting of not less than three (3) members of
the Board of Directors not then eligible to participate in the Plan
to administer the Plan. Subject to the provisions of the Plan, the
Committee shall determine the individuals to whom and the time or
times at which benefits shall be granted, the number of shares to be
subject to each benefit, and the period of any such benefit and shall
determine other terms and conditions of the respective benefits which
may or may not be identical. The Committee shall also interpret the
Plan, prescribe, amend and rescind rules and regulations relating to
the Plan and make all other determinations necessary or advisable for
the administration of the Plan. The determinations of the Committee
shall be made in accordance with its judgment as to the best
interests of the Company and its stockholders and in accordance with
the purpose of the Plan. A majority of the members of the Committee
shall constitute a quorum and all determinations of the Committee
shall be made by a majority of its members. Any determinations of the
Committee under the Plan may be made without notice or meeting of the
Committee by a writing signed by a majority of the Committee members.

The Committee may authorize the modification or mutual rescission
of any outstanding benefit when, and subject to such conditions, as
deemed to be in the best interest of the Company and in accordance
with the purpose of the Plan.

4. ELIGIBILITY. Benefits may be granted to officers and other key
employees of the Company or any or all of its present or future
subsidiaries, such key employees being those employees to whom, in
the judgment of the Committee, the granting of benefits will further
the purpose of the Plan. A director of the Company or of a subsidiary
who is not also an employee of the Company or of a subsidiary shall
not be eligible to participate in the Plan. A key employee who has
been granted a benefit hereunder or under any other option plan of
the Company may be granted an additional benefit hereunder.

5. TYPES OF BENEFITS. Benefits under the Plan may be granted in any
one or a combination of (a) Incentive Stock Options; (b) Non-
qualified Stock Options; and (c) Stock Appreciation Rights, all as
described below.

6. STOCK OPTIONS. Both Incentive Stock Options and Non-qualified
Stock Options will consist of stock options to purchase Common Stock
at purchase prices not less than 100% of the fair market value of the
Common Stock on the date
A-1
<PAGE> 21
the option is granted. Said purchase price may be paid by check or,
in the discretion of the Committee, by the delivery of shares of
Common Stock of the Company then owned by the participant. All
options shall be exercisable not earlier than six months and not
later than ten years after the date they are granted. The aggregate
fair market value (determined as of the time the option is granted)
of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by a participant during any calendar
year (under all option plans of the Company and its subsidiary
corporations) shall not exceed $100,000.

7. STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
grant a Stock Appreciation Right to the holder of any stock option
granted hereunder. In addition, Stock Appreciation Rights may be
granted independently of and without relation to options. Each Stock
Appreciation Right shall be subject to such terms and conditions
consistent with the Plan as the Committee shall impose from time to
time, including the following:

(a) A Stock Appreciation Right relating to an option may be made
part of such option at the time of its grant or at any time
thereafter up to six months prior to its expiration.

(b) Each Stock Appreciation Right will entitle the holder to
elect to receive the appreciation in the fair market value of the
shares subject thereto up to the date the right is exercised. In
the case of a right issued in relation to an option, such
appreciation shall be measured from not less than the option price
and in the case of a right issued independently of any option, such
appreciation shall be measured from not less than the fair market
value of the Common Stock on the date the right is granted. Payment
of such appreciation shall be made in cash or in Common Stock, or a
combination thereof, as set forth in the award, but no Stock
Appreciation Right shall entitle the holder to receive, upon
exercise thereof, more than the number of shares of Common Stock
(or cash of equal value) with respect to which the right is
granted.

(c) Each Stock Appreciation Right will be exercisable at the
times and to the extent set forth therein, but no Stock
Appreciation Right may be exercisable earlier than six months or
later than ten years after its grant. Exercise of a Stock
Appreciate Right shall reduce the number of shares issuable under
the Plan (and the related option, if any) by the number of shares
with respect to which the right is exercised.

8. TERMINATION OF EMPLOYMENT. In the event that the employment of a
participant is terminated for cause, the participant's right to
exercise benefits shall immediately terminate. In the event that the
employment of a participant is terminated by reason of death, the
participant's executor or administrator shall have the right to
exercise the benefit as provided in paragraph 10 hereof. In the event
that the employment of a participant is terminated by reason of total
and permanent disability or retirement pursuant to any pension or
retirement plan of the Company, the participant shall have the right
to exercise any benefit within the terms of its grant. In the event
that employment of a participant who is also an officer of the
Company is terminated either voluntarily or involuntarily within one
year following a Change in Control of the Company, all restrictions
on the exercise of a benefit, whether contained in this Plan or in
the benefit grant, shall lapse and the participant shall be entitled
to exercise the benefit at any time within three (3) months after
such voluntary or involuntary termination, but not thereafter and
then only within the original period for the benefit. In the event a
participant is terminated as a result of a Sale of Part of the
Company, the Committee, in its sole discretion, may accelerate the
lapse of all restrictions on any benefit held by the participant and
the participant shall be entitled to exercise the benefit at any time
within three (3) months after the termination with all benefits not
then exercised to be forfeited. In the event that employment of a
participant is terminated for any reason other than cause, death,
total and permanent disability, retirement, Sale of Part of the
Company or, in the case of an officer of the Company, within one (1)
year following the Change in Control of the Company, any benefit may
be exercised by the participant (to the extent that he or she is
otherwise entitled to exercise that benefit) at any time within three
(3) months after such termination, but not thereafter and then only
within the original period for the benefit. Nothing in the Plan or in
any benefit shall confer on any employee any right to continue in the
employ of the Company or any of its subsidiaries or to interfere with
the right of the Company or of any subsidiary to terminate his or her
employment at any time. Leaves of absence for military service,
illness and transfers of employment between the Company and any
subsidiary shall not constitute termination of employment for these
purposes.

9. ADJUSTMENT PROVISIONS.

(a) If the Company shall at any time change the number of issued
shares of Common Stock without new consideration to it (such as by
stock dividends, stock splits or similar transactions), the total
number of shares reserved for issuance under this Plan and the
number of shares covered by each outstanding benefit shall be
adjusted so that the aggregate consideration payable to the Company
and the value of each such benefit shall not be changed. The Board
of
A-2
<PAGE> 22
Directors may also provide for the continuation of benefits or for
other equitable adjustments after changes in the Common Stock
resulting from reorganization, sale, merger, consolidation or
similar occurrence.

(b) Notwithstanding any other provision of this Plan, and without
affecting the number of shares otherwise reserved or available
hereunder, the Board may authorize the issuance or assumption of
benefits in connection with any merger, consolidation, acquisition
of property or stock, or reorganization upon such terms and
conditions as it may deem appropriate.

(c) In the case of any merger, consolidation or combination of
the Company with or into another corporation, other than a merger,
consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding Common
Stock being converted into or exchanged for different securities,
cash or other property, or any combination thereof (an
"Acquisition"):

(i) any participant to whom an option has been granted under
the Plan shall have the right (subject to the provisions of the
Plan and any limitation applicable to such option) thereafter and
during the term of such option, to receive upon exercise thereof
the Acquisition Consideration (as defined below) receivable upon
such Acquisition by a holder of the number of shares of Common
Stock which might have been obtained upon exercise of such option
or portion thereof, as the case may be, immediately prior to such
Acquisition;

(ii) any participant to whom a Stock Appreciation Right has
been granted under the Plan shall have the right (subject to the
provisions of the Plan and any limitation applicable to such
right) thereafter and during the term of such right to receive
upon exercise thereof the difference between the aggregate fair
market value on the applicable date (as set forth in such right)
of the Acquisition Consideration receivable upon such Acquisition
by a holder of the number of shares of Common Stock subject to
such Stock Appreciation Right, immediately prior to such
Acquisition and the aggregate option price of the related option,
or the aggregate fair market value on the date of grant of the
right, whichever is applicable.

The term "Acquisition Consideration" shall mean the kind and amount
of shares of the surviving or new corporation, cash, securities,
evidence of indebtedness, other property or any combination thereof
receivable in respect of one share of Common Stock of the Company
upon consummation of an Acquisition.

10. NONTRANSFERABILITY. Each benefit granted under the Plan to an
employee shall not be transferable by the employee otherwise than by
will or the laws of descent and distribution, and shall be
exercisable, during the employee's lifetime, only by the employee. In
the event of the death of a participant during employment, each
benefit theretofore granted to the employee shall be exercisable up
to one (1) year after the employee's death (but not beyond the stated
duration of the benefit) and then only:

(a) By the executor or administrator of the estate of the
deceased participant or the person or persons to whom the deceased
participant's rights under the benefit shall pass by will or the
laws of descent and distribution; and

(b) To the extent that the deceased participant was entitled to
do so at the date of death.

Notwithstanding the foregoing, at the discretion of the Committee, a
grant of a benefit may permit the transfer of the benefit by the
participant solely to members of the participant's immediate family
or trusts or family partnerships for the benefit of such persons,
subject to such terms and conditions as may be established by the
Committee.

11. OTHER PROVISIONS. The award of any benefit under the Plan may
also be subject to such other provisions (whether or not applicable
to the benefit awarded to any other participant) as the Committee
determines appropriate, including without limitation, provisions for
the installment purchase of Common Stock under stock options,
provisions for the installment exercise of Stock Appreciation Rights,
provisions to assist the participant in financing the acquisition of
Common Stock, restrictions on resale or other disposition, provisions
to comply with Federal and state securities laws, or understandings
or conditions as to the participant's employment in addition to those
specifically provided for under the Plan.

12. WITHHOLDING. All payments or distributions made pursuant to the
Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements. If
the Company proposes or is required to distribute Common Stock
pursuant to the Plan, it may require the recipient to remit to it an
amount sufficient to satisfy such tax withholding requirements prior
to the delivery of any certificates for such Common Stock. The
Committee may, in its discretion and subject to such rules as it may
adopt, permit an optionee or right holder to pay all or a portion of
A-3
<PAGE> 23
the federal, state and local withholding taxes arising in connection
with the exercise of a Non-qualified Stock Option or Stock
Appreciation Right, by electing to (i) have the Company withhold
shares of Common Stock, (ii) tender back shares of Common Stock
received in connection with such benefit or (iii) deliver other
previously owned shares of Common Stock, in each case having a fair
market value equal to the amount to be withheld.

13. DEFINITIONS.

(a) The term "subsidiary" shall include any corporation defined
as a subsidiary of the Company in Section 424 of the Internal
Revenue Code of 1986, as amended.

(b) "Fair market value" of Common Stock of the Company on any
particular date shall be determined in such manner as the Committee
may deem equitable or as required by applicable provisions or
regulations under the Internal Revenue Code.

(c) "Change in Control" of the Company shall occur if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly of securities of the Company
representing 25% or more of the combined voting power of the
Company's then outstanding securities or (ii) during any period of
two consecutive years individuals who at the beginning of the two-
year period were members of the Board of Directors cease for any
reason to constitute at least a majority of the Board.

(d) "Sale of Part of the Company" shall mean the sale of any part
of the Company at a price equal to or greater than $10 million.

14. DURATION, AMENDMENT AND TERMINATION. No benefit shall be
granted more than ten years after the date of adoption of this Plan;
provided, however, that the terms and conditions applicable to any
benefit granted within such period may thereafter be amended or
modified by mutual agreement between the Company and the participant
or such other persons as may then have an interest therein. The Board
of Directors may amend the Plan from time to time or terminate the
Plan at any time. However, no action authorized by this paragraph
shall reduce the amount of any existing benefit or change the terms
and conditions thereof without the participant's consent. The Plan
may not be amended more frequently than once every six months and no
amendment shall result in any Committee member losing his or her
status as a "disinterested" administrator under Securities and
Exchange Commission Rule 16b-3 ("Rule 16b-3") with respect to any
employee benefit plan of the Company or result in the Plan losing its
status as a protected plan under Rule 16b-3.

15. STOCKHOLDER APPROVAL. The Plan was adopted by the Board of
Directors of the Company on June 1, 1995. The Plan and any benefits
granted thereunder shall be null and void if stockholder approval is
not obtained within twelve (12) months of the adoption of the Plan by
the Board of Directors unless counsel for the Company shall have
rendered an opinion that stockholder approval is not required to
bring the Plan within the protection of Rule 16b-3.

A-4
<PAGE> 24

APPENDIX B

KELLWOOD COMPANY

1995 STOCK OPTION PLAN

FOR NONEMPLOYEE DIRECTORS

1. PURPOSE. The purpose of the Kellwood Company 1995 Stock Option
Plan for Nonemployee Directors (the "Plan") is to encourage directors
who are not officers or full-time employees of Kellwood Company (the
"Company") or any of its subsidiaries ("Nonemployee Directors") to
become stockholders in the Company thereby giving them a stake in the
growth and profitability of the Company, to enable them to represent
the viewpoint of the stockholders of the Company more effectively and
to encourage them to continue serving as directors.

2. SHARES RESERVED. There is hereby reserved for issuance under the
Plan an aggregate of 100,000 shares of Common Stock which may be
newly-issued or treasury shares. If there is a lapse, expiration,
termination or cancellation of any option granted under this Plan,
all unissued shares subject to the option may again be used for new
options granted under this Plan.

3. GRANT OF OPTIONS. Each person who becomes a Nonemployee Director
of the Company on the date of the 1995 annual meeting of stockholders
shall be granted an option to purchase 1,000 shares of Common Stock
on the first business day after the date of the annual meeting. Each
person who becomes a Nonemployee Director after the date of the 1995
annual meeting shall be granted an option to purchase 1,000 shares of
Common Stock on the first business day after the date of the next
succeeding annual meeting of stockholders.

Each Nonemployee Director who is granted an initial option to
purchase 1,000 shares of Common Stock hereunder shall be granted an
option to purchase 1,000 shares of Common Stock on the first business
day after the date of each succeeding annual meeting of stockholders
on which the Nonemployee Director is a member of the Board. Each
Nonemployee Director who was granted an initial option to purchase
1,000 shares of Common Stock under the Supplement to the Company's
1990 Omnibus Incentive Stock Plan shall be granted an option to
purchase 1,000 shares of Common Stock on the first business day after
the date of the 1995 annual meeting and on the first business day
after the date of each succeeding annual meeting of stockholders on
which the Nonemployee Director is a member of the Board.

4. OPTION PRICE. The option price for each option granted to
Nonemployee Directors shall be equal to the average of the highest
and lowest selling prices of the shares subject to option as reported
on the New York Stock Exchange Composite Transactions list on the
date of option grant. The option price may be paid by check or by the
delivery of shares of Common Stock then owned by the participant.

5. TERM; TERMINATION OF SERVICE. The option term shall be ten
years. All options granted to Nonemployee Directors shall become
fully exercisable one year after the date of option grant. All
options shall also become fully exercisable upon a Change in Control
of the Company (as defined in Section 13(c) of the Kellwood Company
1995 Omnibus Incentive Stock Plan). The period of exercise following
death of a director shall be one year. In the event of any other
termination of service on the Board, each option shall be exercisable
for the balance of its ten year term.

6. NONTRANSFERABILITY. Any option granted under this Plan shall not
be transferable other than by will or the laws of descent and
distribution and shall be exercisable during the Nonemployee
Director's lifetime only by the director or the director's guardian
or legal representative. If a director dies during the option period,
any option granted to the director may be exercised by his or her
estate or the person to whom the option passes by will or the laws of
descent and distribution.

7. ADJUSTMENT PROVISIONS.

(b) In the case of any merger, consolidation or combination of
the Company with or into another corporation, other than a merger,
consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding Common
Stock being converted into or exchanged for different securities,
cash or other
B-1
<PAGE> 25
property, or any combination thereof (an "Acquisition"), any
Nonemployee Director to whom an option has been granted under the
Plan shall have the right during the remaining term of such option,
to receive upon exercise thereof the Acquisition Consideration (as
defined below) receivable upon such Acquisition by a holder of the
number of shares of Common Stock which might have been obtained
upon exercise of such option or portion thereof, as the case may
be, immediately prior to such Acquisition. The term "Acquisition
Consideration" shall mean the kind and amount of shares of the
surviving or new corporation, cash, securities, evidence of
indebtedness, other property or any combination thereof receivable
in respect of one share of Common Stock of the Company upon
consummation of an Acquisition.

8. REGISTRATION AND LEGAL COMPLIANCE. The grant of any option under
the Plan may also be subject to other provisions as counsel to the
Company deems appropriate including, without limitation, provisions
to comply with federal and state securities laws and stock exchange
requirements. The Company shall not be required to issue or deliver
any certificate for Common Stock purchased upon the exercise of any
option granted under this Plan prior to the admission of such shares
to listing on any stock exchange on which Common Stock of the Company
may at that time be listed. If the Company shall be advised by its
counsel that the shares deliverable upon exercise of an option are
required to be registered under the Securities Act of 1933, as
amended (the "Act") or any state securities law or that delivery of
such shares must be accompanied or preceded by a prospectus meeting
the requirements of such Act, the Company will use its best efforts
to effect such registration or provide such prospectus not later than
a reasonable time following each exercise of such option, but
delivery of shares by the Company may be deferred until such
registration is effective or such prospectus is available.

9. AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board of
Directors may suspend or terminate the Plan at any time and may amend
it from time to time in such respects as the Board of Directors may
deem advisable in order that any grants thereunder shall conform to
or otherwise reflect any change in applicable laws or regulations or
to permit the Company or the Nonemployee Directors to enjoy the
benefits of any change in applicable laws or regulations; provided,
however, that this Plan may not be amended more than once every six
months and that no amendment shall, without stockholder approval,
increase the number of shares of Common Stock which may be issued
under the Plan, materially modify the requirements as to eligibility
for participation in the Plan or materially increase the benefits
accruing to Nonemployee Directors under the Plan. No such amendment,
suspension or termination shall impair the rights of Nonemployee
Directors under any outstanding options, or make any change that
would disqualify the Plan or any other plan of the Company intended
to be so qualified from the exemption provided by Rule 16b-3.

10. STOCKHOLDER APPROVAL. This Plan was adopted by the Board of
Directors of the Company on June 1, 1995. The Plan shall be null and
void if stockholder approval is not obtained at the 1995 annual
meeting of stockholders.

B-2
<PAGE> 26

P
R
O
X
Y

KELLWOOD COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING AUGUST 24, 1995

WILLIAM J. MCKENNA, THOMAS H. POLLIHAN, JANE B. CAMPBELL, and
each of them, are hereby appointed proxies of the Shareowner(s)
signing the reverse side hereof, with power of substitution acting
by a majority of the proxies present and voting, or if only one
proxy is present and voting then acting by that one, to vote the
shares of Kellwood Company common stock which the Shareowner(s) is
(are) entitled to vote, at the ANNUAL MEETING OF SHAREOWNERS to be
held at 600 Kellwood Parkway, St. Louis, Missouri on August 24,
1995, at 9:00 A.M., and at any adjournment thereof, with all the
powers the signing Shareowners would possess if present. The
proxies are instructed to vote as specified on the REVERSE SIDE.

Election of FOR the maximum number of nominees (change of address)
Director: listed below (except as indicated ------------------------
on the reverse side) who (as selected ------------------------
by the Proxies in their discretion) may ------------------------
be elected pursuant to cumulative voting. ------------------------
(If you have written in
the above space, please
R. F. Bentele, E. S. Bottum, K. G. Dickerson mark the corresponding
L. Genovese, H. J. Upbin and F. W. Wenzel box on the reverse side
of this card.)

The shares represented by this Proxy will be voted as specified by
the Shareowner(s), SEE REVERSE SIDE, but if no specification is
made, this Proxy will be voted FOR the election of Directors and
FOR each of the matters set forth on the REVERSE SIDE, all as set
forth in the notice of annual meeting dated July 13, 1995, and the
accompanying Proxy Statement. Discretion will be used with respect
to voting such other matters as may properly come before the
meeting.
-----------
SEE REVERSE
SIDE
000000 -----------
<PAGE> 27

/X/ Please mark your
votes as in this
example.
FOR AGAINST ABSTAIN
FOR WITHHELD 2. Approve the / / / / / /
1. Election of / / / / Kellwood Company
Directors 1995 Omnibus
(see reverse) Incentive Stock
Plan.
For, except vote withheld
from the following nominee(s):

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

3. Approve the / / / / / /
Kellwood Company
1995 Stock
Option Plan for
Nonemployee
Directors

/ / Change
of
Address

SIGNATURE(S) ---------------------------------------------- DATE--------------

NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such.