OXFORD INDUSTRIES INC
10-Q, 1998-04-10
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                           FORM 10-Q

       [ X ]  Quarterly Report Pursuant To Section 13 or 15(d) of
                 The Securities Exchange Act of 1934

        For the quarterly period ended February 27, 1998
                                       ----------------
                                  OR
       [   ]  Transition Report Pursuant To Section 13 or 15(d) of
                 The Securities Exchange Act of 1934

For the transition period from                 to
                               ----------------  ----------------
Commission File Number 1-4365
                       ------

                    OXFORD INDUSTRIES, INC.
- ------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

            Georgia                           58-0831862
- -------------------------------     ------------------------------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)         Identification Number)

       222 Piedmont Avenue, N.E., Atlanta, Georgia  30308
       --------------------------------------------------
       (Address of principal executive offices)(Zip Code)

                         (404) 659-2424
      ----------------------------------------------------
      (Registrant's telephone number, including area code)

                         Not Applicable
- ------------------------------------------------------------------
(Former  name,  former address and former fiscal year, if changed  since
last report.)

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

      Indicate the number of shares outstanding of each of the  issuer's
classes of common stock, as of the latest practicable date.

                                   Number of shares outstanding
    Title of each class                as of April 6, 1998
- ---------------------------        ----------------------------
Common Stock, $1 par value                   8,815,212









                     PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements.
- -----------------------------


                         OXFORD INDUSTRIES, INC
                   CONSOLIDATED STATEMENT OF EARNINGS
 NINE MONTHS AND QUARTERS ENDED FEBRUARY 27, 1998 AND FEBRUARY 28, 1997
                               (UNAUDITED)
                                    
                                    
                          Nine Months Ended              Quarter Ended
                      -------------------------   ------------------------
$ in thousands except February 27, February 28,   February 27, February 28,
per share amounts          1998      1997           1998        1997
                      ------------ -----------    ------------ -----------
Net Sales              $579,981    $543,221       $178,677   $167,470

Costs and Expenses:
   Cost of goods sold   466,137     441,091        143,157    133,873
   Selling, general and
    administrative       80,719      74,700         26,018     25,124
   Interest               2,663       3,309            664      1,142
                        -------     -------        -------    -------
Total Costs and
     Expenses           549,519     519,100        169,839    160,139
                        -------     -------        -------    -------

Earnings Before Income
     Taxes               30,462      24,121          8,838     7,331

Income Taxes             11,880       9,648          3,447     2,932
                        -------     -------        -------    -------
Net Earnings           $ 18,582    $ 14,473        $ 5,391   $ 4,399
                       ========    ========        =======    =======
Basic Earnings 
 Per Share                $2.10       $1.66          $0.61     $0.51
                        =======    ========        =======     ======
Diluted Earnings
  Per Share               $2.07       $1.65          $0.60     $0.50
                        =======    ========        =======    =======
Basic Number of Shares
   Outstanding        8,831,809   8,738,400      8,841,924  8,732,054
                      =========   =========      =========   ========
Diluted Number of Shares
   Outstanding        8,990,065   8,786,523      8,990,301  8,845,220
                      =========   =========      =========  =========

Dividends Per Share       $0.60       $0.60          $0.20      $0.20
                      =========   =========      =========  =========

See notes to consolidated financial statements.

                                    
                         OXFORD INDUSTRIES, INC.
                       CONSOLIDATED BALANCE SHEETS
          FEBRUARY 27, 1998, MAY 30, 1997 AND FEBRUARY 28, 1997
                   (UNAUDITED EXCEPT FOR MAY 30, 1997)


$ in thousands          February 27,        May 30,    February 28,
- --------------               1998             1997             1997
                         -----------        -------       -----------
Assets
- ------
Current Assets:
  Cash                       $ 2,813       $ 3,313           $ 3,058
  Receivables                110,148        77,771           105,561
  Inventories:
     Finished goods           85,217        87,368            70,152
     Work in process          24,256        26,276            23,734
     Fabric, trim & supplies  28,642        36,137            29,285
                            --------      --------          --------
                             138,115       149,781           123,171
  Prepaid expenses            13,616        16,080            14,306
                            --------      --------          --------
     Total Current Assets    264,692       246,945           246,096
Property, Plant and Equipment 33,354        34,636            33,948
Other Assets                   4,871         5,536             6,163
                            --------      --------          --------
  Total Assets              $302,917      $287,117          $286,207
                            ========      ========          ========

Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities:
  Notes payable              $17,000       $ 4,000           $26,500
  Trade accounts payable      46,765        59,524            40,163
  Accrued compensation        11,234        11,278             9,760
  Other accrued expenses      21,133        16,964            19,205
  Dividends payable            1,763         1,755             1,749
  Current maturities of long-
     term debt                   442         2,784             1,243
                            --------      --------          --------
    Total Current Liabilities   98,337      96,305            98,620

  Long-Term Debt, less
     current maturities       41,503        41,790            43,487

  Noncurrent Liabilities       4,500         4,500             4,500

  Deferred Income Taxes        3,321         3,005             2,155

  Stockholders' Equity:
     Common stock              8,815         8,780             8,745
     Additional paid-in
      capital                 11,328         9,554             8,874
     Retained earnings       135,113       123,183           119,826
                            --------      --------          --------
    Total Stockholders'
     Equity                  155,256       141,517           137,445
                            --------      --------          --------
  Total Liabilities and
     Stockholders' Equity   $302,917      $287,117          $286,207
                            ========      ========          ========


See notes to consolidated financial statements.








                         OXFORD INDUSTRIES, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
        NINE MONTHS ENDED FEBRUARY 27, 1998 AND FEBRUARY 28, 1997
                               (UNAUDITED)
$ in thousands                               February 27,   February 28,
- --------------                                    1998          1997
Cash Flows From Operating Activities       ---------------------------------
- ------------------------------------
   Net earnings                                $    18,582  $   14,473
   Adjustments to reconcile net earnings to
    net cash (used in)provided by operating activities:
    Depreciation and amortization                    5,967       6,880
   Gain on sale of property, plant and equipment      (509)       (284)

   Changes in working capital:
     Receivables                                   (32,377)    (20,968)
     Inventories                                    11,666      13,618
     Prepaid expenses                                2,464        (559)
     Trade accounts payable                        (12,759)     (9,513)
     Accrued expenses and other current liabilities  4,125       8,726
  Deferred income taxes                                316         369
  Other noncurrent assets                               51        (472)
  Net cash (used in)provided by                -----------   ---------
      operating activities                          (2,474)     12,270

Cash Flows From Investing Activities
- ------------------------------------
Purchase of property, plant and equipment           (4,399)     (4,980)
Proceeds from sale of property, plant
    and equipment                                      840       1,703
                                                  --------  ----------
     Net cash (used in) investing activities        (3,559)     (3,277)

Cash Flows From Financing Activities
- ------------------------------------
  Short-term borrowings                             13,000       1,000
  Payments on long-term debt                        (2,629)     (1,953)
  Proceeds from exercise of stock options            1,668         747
  Purchase and retirement of common stock           (1,215)     (1,500)
  Dividends on common stock                         (5,291)     (5,244)
     Net cash (used in)provided by                  ------     -------
        financing activities                         5,533      (6,950)

Net change in Cash and Cash Equivalents              (500)       2,043
Cash and Cash Equivalents at Beginning of Period     3,313       1,015
                                                   --------    --------
Cash and Cash Equivalents at End of Period         $ 2,813     $ 3,058
                                                  ========    ========

Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
     Cash paid for:
        Interest                                  $  2,637    $  3,286
        Income taxes                                10,096      10,832


See notes to consolidated financial statements.


                         OXFORD INDUSTRIES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         QUARTERS ENDED FEBRUARY 27, 1998 AND FEBRUARY 28, 1997

1.      The  foregoing unaudited consolidated financial statements
  reflect all adjustments which are, in the opinion of management,
  necessary  to  a fair statement of the results for  the  interim
  periods.  All such adjustments are of a normal recurring nature.
  The  results for interim periods are not necessarily  indicative
  of results to be expected for the entire fiscal year.

2.     The financial information presented herein should be read in
  conjunction with the consolidated financial statements  included
  in  the  Registrant's Annual Report on Form 10-K for the  fiscal
  year ended May 30, 1997.

3.         The Company is involved in certain legal matters primarily
  arising  in  the normal course of business.  In the  opinion  of
  management, the Company's liability under any of these matters would
  not  materially  affect its financial condition  or  results  of
  operations.

4.          In February 1997, the Financial Accounting Standards Board
  issued Statement of Financial Accounting Standards SFAS No.  128
  "Earnings per Share."  The new standard simplifies the computation of
  earnings per share (EPS) and increases comparability to international
  standards.  Under SFAS No. 128, primary EPS is replaced by "Basic"
  EPS,  which excludes dilution and is computed by dividing income
  available to common stockholders by the weighted-average number of
  common shares outstanding for the period.  "Diluted" EPS, which is
  computed  similarly to fully diluted EPS, reflects the potential
  dilution that could occur if securities or other contracts into issue
  common  stock were exercised or converted to common  stock.  The
  Company's required adoption date was December 15, 1997.  All prior
  period EPS information (including interim EPS) is required to be
  restated.

5.         In February 1997, the Financial Accounting Standards Board
  issued  SFAS  No. 129, "Disclosure of Information About  Capital
  Structure."  SFAS No. 129 requires companies to disclose descriptive
  information about an entity's capital structure.  It also requires
  disclosure  of  information about the liquidation preference  of
  preferred stock and redeemable stock.  SFAS No. 129 is effective for
  the Company's year-end 1998 financial statements.  Management does not
  expect that SFAS No. 129 will require significant revision of prior
  disclosures.

6.          In June 1997, the Financial Accounting Standards Board
  issued SFAS No. 130, "Reporting Comprehensive Income."  SFAS No. 130
  is designed to improve the reporting of changes in equity from period
  to period.  SFAS No. 130 is effective for the Company's year-end 1999
  financial statements.  Management does not expect SFAS No. 130 to have
  a significant impact on the Company's financial statements.

7.   In June 1997, the Financial Accounting Standards Board issued
  SFAS No. 131, "Disclosures About Segments of an Enterprise and
  Related Information."  SFAS No. 131 requires that an enterprise
  disclose certain information about operating segments.  SFAS
  No. 131 is effective for the Company's year-end 1999 financial
  statements.  Management has not yet determined the impact of
  SFAS No. 131.

                                    
                                    
                                    
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations:

NET SALES
 Net sales for the third quarter of the 1998 fiscal year, which ended
February 27, 1998, increased 6.7% from net sales for the same period
of the prior year.  Net sales for the first nine months of the
current fiscal year increased 6.8% from net sales for the same
period of the prior year.

 The third quarter sales increase was led by the Company's Shirt
Group which had sales increases in all six divisions:  Oxford
Shirtings, Tommy Hilfiger Golf, Tommy Hilfiger Dress Shirts, Ox
Sport, Polo for Boys and Ely & Walker.  Lanier Clothes, the
Company's Tailored Clothing Group, also had increases in all
divisions:  Private Label, Oscar de la Renta, Nautica, and initial
shipments in its new Geoffrey Beene division.  The Company's Slacks
Group had a sales decline against a very good third quarter in the
prior year.  The Womenswear Group also had a decline due primarily
to some February shipments to a major customer being deferred into
March.

 In the third quarter of the current year, the Company experienced an
overall net sales unit volume decrease of 2.9% while experiencing a
9.7% increase in the weighted average net sales price per unit.
Third quarter net sales included greater increased sales in the
Company's higher priced products.  For the first nine months of the
current year, the Company experienced a 4.7% increase in overall net
sales unit volume while experiencing a 1.9% increase in the weighted
average net sales price per unit.

COST OF GOODS SOLD
 Cost of goods sold as a percentage of net sales was 80.1% in the
third quarter of the current year as compared to 79.9% in the third
quarter of the prior year.  For the first nine months of the current
fiscal year, cost of goods sold as a percentage of net sales was
80.4%, as compared to 81.2% for the first nine months of the prior
fiscal year.  The increase in cost of goods sold as a percentage of
net sales for the third quarter of the current year was due
primarily to increased markdowns.  The decrease in cost of goods as
a percentage of net sales for the first nine months of the current
year was due to increased sales of higher margin lines and the
continuation of the shift from domestic production to offshore
production yielding comparatively lower costs per unit.

 During the third quarter, the Company announced the forthcoming
closure of its domestic sewing facilities in Giles, Virginia and
Gaffney, South Carolina.  These facility closings are the direct
result of the continuing intense competitive pressures that require
the Company to utilize the most cost-effective production resources.
During the quarter, the Company approved the opening of two new
sewing facilities in Latin America and continued expansion of three
existing facilities in Latin America.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
 Selling, general and administrative expenses increased by 3.6% to
$26,018,000 in the third quarter of fiscal 1998 from $25,124,000 in
the same period of fiscal 1997.  Selling, general and administrative
expenses increased 8.1% to $80,719,000 for the first nine months of
the current year from $74,700,000 for the first nine months of the
prior year.  As a percentage of net sales, selling, general and
administrative expenses decreased to 14.6% for the third quarter of
the current year from 15.0% for the third quarter of the prior year,
and increased to 13.9% for the first nine months of the current year
from 13.8% for the first nine months of the prior year.

 The major contributors to the increased selling, general and
administrative expenses were higher advertising, royalty and selling
expenses inherent in the licensed designer businesses and higher
employment costs.  In addition to normal salary increases, the
higher employment costs are the result of increased group medical
insurance claims and increased accruals for management performance
bonuses.


INTEREST EXPENSE
 Net interest expense declined by $478,000 to $664,000 or 0.4% of net
sales in the third quarter of the current year from $1,142,000 or
0.7% of net sales in the third quarter of the prior year.  Net
interest expense declined by $646,000 to $2,663,000 or 0.5% of net
sales in the first nine months of the current year from $3,309,000
or 0.6% of net sales in the first nine months of the prior year.
The reduction in interest expense was due to lower average short-
term borrowings.

INCOME TAXES
 The Company's effective tax rate was 39.0% for the third quarter and
first nine months of the current year compared to 40.0% for the
third quarter and the first nine months of the previous year, and
this effective tax rate does not differ significantly from the
Company's statutory rate.

FUTURE OPERATING RESULTS
 Subsequent to the end of the third quarter, the Company announced
that its Polo/Ralph Lauren for Boys licenses which expire May 31,
1999 will not be renewed due to Polo/Ralph Lauren, L.P.'s strategic
consolidation of all children's apparel licenses.

 The Company will continue shipments through the Summer 1999 season.
S. Schwab & Company("Schwab"), the consolidating licensee, will
market and ship the Fall 1999 season.  A seamless transition of the
business is anticipated.  Some assets of the business will be sold
by the Company to Schwab.

 The transition coincides with the beginning of the Company's fiscal
year 2000.  No impact on sales or earnings is expected in the
Company's fiscal years 1998 or 1999.  The Polo/Ralph Lauren business
accounts for approximately 10% of the Company's sales and 10% of
operating profits.

 In regards to the remainder of the current fiscal year, the Company
expects to surpass last year's fourth quarter in sales and earnings.

YEAR 2000
 The Company uses software and related information technologies
throughout its business.  The Company has completed its review of
these internal technologies.  The Company anticipates that all
internal systems will be 100% compliant prior to the year 2000. The
Company is in the process of mailing a Year 2000 compliance survey
to each of its major suppliers and service providers, to ensure the
Company's supplier base will be able to function in the year 2000
and beyond. The Company's cost in resolving the year 2000 issue are
not expected to materially impact the Company's financial condition
or results of operations.


                     LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES
 Operating activities used $2,474,000 during the first nine months of
the current year and generated $12,270,000 in the first nine months
of the prior year.  The primary factors contributing to this
increased use of funds was a larger increase in receivables combined
with a larger decrease in trade payables than in the prior year
offset by increased net earnings in the current year.


INVESTING ACTIVITIES
 Investing activities used $3,559,000 in the current period and
$3,277,000 in the comparable period of the prior year.  The change
was the result of decreased proceeds from the sale of property,
plant and equipment in the current year offset by slightly decreased
capital expenditures in the current year.




FINANCING ACTIVITIES
 Financing activities generated $5,533,000 in the current period and
used $6,950,000 in the comparable period of the prior year.  The
primary factor contributing to this change was a larger increase in
short-term borrowings than in the prior year.


 On October 6, 1997 the resolution to adopt the 1997 Stock Option
Plan and the reservation of 500,000 shares was approved by
shareholders with a vote of 6,698,645 for the resolution, 149,939
against, 22,676 abstaining and 649,781 broker non vote.

 On October 6, 1997 the resolution to adopt the 1997 Restricted Stock
Plan and the reservation of 100,000 shares was approved by the
shareholders with a vote of 7,494,675 for the resolution, 1,945
against and 24,421 abstaining.

 On April 6, 1998 the Company's Board of Directors declared a cash
dividend of $.20 per share payable on May 30, 1998 to shareholders
of record on May 15, 1998.


WORKING CAPITAL
 Working capital increased from $147,476,000 at the end of the third
quarter of the prior year to $150,640,000 at the end of the 1997
fiscal year and increased to $166,355,000 at the end of the third
quarter of the current year.  The ratio of current assets to current
liabilities was 2.5 at the end of the third quarter of the prior
year, 2.6 at the end of the prior fiscal year, and 2.7 at the end of
the third quarter of the current year.

FUTURE LIQUIDITY AND CAPITAL RESOURCES
 The Company believes it has the ability to generate cash and/or has
available borrowing capacity to meet its foreseeable needs.  The
sources of funds primarily include funds provided by operations and
both short-term and long-term borrowings.  The uses of funds
primarily include working capital requirements, capital
expenditures, acquisitions, dividends and repayment of short-term
and long-term debt.  The Company regularly utilizes committed bank
lines of credit and other uncommitted bank resources to meet working
capital requirements.  On February 27, 1998, the Company had
available for its use lines of credit with several lenders
aggregating $52,000,000.  The Company has agreed to pay commitment
fees for these available lines of credit.  On February 27, 1998,
$45,000,000 was in use under these, lines of which $40,000,000 is
long-term.  In addition, the Company has $267,500,000 in uncommitted
lines of credit, of which $127,500,000 is reserved exclusively for
letters of credit.  The Company pays no commitment fees for these
available lines of credit.  At February 27, 1998, $12,000,000 was in
use under these lines of credit.  Maximum borrowings from all these
sources during the first nine months of the current year were
$84,500,000 of which $44,500,000 was short-term.  The Company
anticipates continued use and availability of both committed and
uncommitted resources as working capital needs may require.

 The Company considers possible acquisitions of apparel-related
businesses that are compatible with its long-term strategies.  The
Company's Board of Directors has authorized the Company to purchase
shares of the Company's common stock on the open market and in
negotiated trades as conditions and opportunities warrant.  There
are no present plans to sell securities (other than through employee
stock option plans and other employee benefits)or enter into off-
balance sheet financing arrangements.










SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995

 Certain statements included herein are "forward-looking statements"
within the meaning of the federal securities laws.  This includes
any statements concerning plans and objectives of management
relating to the Company's operations or economic performance, and
assumptions related thereto.  In addition, the Company and its
representatives may from time to time make other oral or written
statements that are also forward-looking statements.

 These forward-looking statements are made based on management's
expectations and beliefs concerning future events impacting the
Company and therefore involve a number of risks and uncertainties.
Management cautions that forward-looking statements are not
guarantees and that actual results could differ materially from
those express or implied in the forward-looking statements.

 Important factors that could cause the actual results of operations
or financial condition of the Company to differ include, but are not
necessarily limited to, general economic and apparel business
conditions, continued retailer and consumer acceptance of company
products, and global manufacturing costs.

ADDITIONAL INFORMATION
For additional information concerning the Company's operations, cash
flows, liquidity and capital resources, this analysis should be read
in conjunction with the Consolidated Financial Statements and the
Notes to Consolidated Financial Statements contained in the
Company's Annual Report for fiscal 1997.



































                  PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.
- ------------------------------------------

(a) Exhibits.
    ---------
   10(i)  Note Agreement between the Company and Sun Trust of Georgia
          Dated February 25, 1998 covering the Company's long term note due
          August 23, 1999.
   

    27     Financial Data Schedule for the Nine Months Ended
           February 27, 1998.

   27     Restated Financial Data Schedule for the Nine Months Ended
          February 28, 1997.

(b) Reports on Form 8-K.
    --------------------
     On March 16, 1998, The Registrant filed a report on Form 8-K.









































                           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 thereunto duly authorized.


                                OXFORD INDUSTRIES, INC.
                                -----------------------
                                     (Registrant)








                                /s/Ben B. Blount, Jr.
                                --------------------------
Date: April  10, 1997            Ben B. Blount, Jr.
      ---------------            Chief Financial Officer















     






















                     
               EXHIBIT 10(i)




SunTrust
Single Payment Note

(Nondisclosure)





                                   Single Disbursement
Note
                                        
                                   Multiple Disbursement
                                   Master Note


                                    X   Multiple
                                        Disbursement Revolving Note
                                       (For Explanation See
                                             Reverse Side)



                                    Date   February 25, 1998




  The "Bank' referred to in this Note is SunTrust Bank,
Atlanta, Center Code 126  One Park Place, N.E., Atlanta,
Georgia 30303.



              546      days after date, the obligor
promises to pay to the order of Bank the principal sum
of $    40,000,000.00.  The obligor will also pay
interest upon the unpaid principal balance from date
until maturity at the Note Rate specified below.
Interest payments will

 be due on      August 23, 1999  and upon maturity.
Should the obligor fail for any reason to pay this note
in full  on the maturity date or on the date of
acceleration of payment, the obligor further promises to
pay (a) interest on the unpaid amount from such date
until the date of final payment at a Default Rate equal
to the Note Rate plus 4%, and (b) a late fee equal to
five percent (5%) of any amount that remains  wholly or
partially unpaid for more than fifteen (15) days after
such amount was due and payable, not to exceed the sum
of fifty dollars ($50.00). Should  legal action or an
attorney at law be utilized to collect any amount due
hereunder, the obligor further promises to pay all costs
of collection, including  15% of such unpaid amount as
attorneys' fees.  All amounts due hereunder may be paid
at any office of Bank.

  The Note Rate hereon shall be  TO BE DETERMINED
                          ----------------


  If not stated above, the Note Rate in effect on the
date this note is executed is _______%
     The amount of interest accruing and payable
hereunder shall be calculated by multiplying the
principal balance outstanding each day by 1/360th  of
the Note Rate on such day and adding together the daily
interest amounts.  The principal balance of this note
shall conclusively be deemed to be the  unpaid principal
balance appearing on the Bank's records unless such
records are manifestly in error.
           As security for the payment of this and any
other liability of any obligor to the holder, direct or
contingent, irrespective of the nature of such
liability or the time it arises, each obligor hereby
grants a security interest to the holder in all property
of such obligor in or coming into the possession,
control or custody of the holder, or in which the holder
has or hereafter acquires a lien, security interest, or
other right.  Upon default, holder may, without notice,
immediately take possession of and then sell or
otherwise dispose of the collateral, signing any
necessary documents as obligor's attorney in  fact, and
apply the proceeds against any liability of obligor to
holder.  Upon demand, each obligor will furnish such
additional collateral, and execute any  appropriate
documents related thereto, deemed necessary by the
holder for its security. Each obligor further authorizes
the holder, without notice, to  set-off any deposit or
account and apply any indebtedness due or to become due
from the holder to the obligor in satisfaction of any
liability described  in this paragraph, whether or not
matured.  The holder may, without notice, transfer or
register any property constituting security for this
note into its  or its nominee name with or without any
indication of its security interest therein.
           This note shall immediately mature and become
due and payable, without notice or demand, upon the
filing of any petition or the commencement of any
proceeding by any Debtor for relief under bankruptcy or
insolvency laws, or any law relating to the relief of
debtors, readjustment of indebtedness, debtor
reorganization, or composition or extension of debt.
Furthermore, this note shall, at the option of the
holder, immediately mature and  become due and payable,
without notice or demand, upon the happening of any one
or more of the following events: (1) nonpayment on the
due date of  any amount due hereunder; (2) failure of
any Debtor to perform any other obligation to the
holder; (3) failure of any Debtor to pay when due any
amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or
declaration of incompetence of any Debtor;  (5) a
reasonable belief on the part of the holder that any
Debtor is unable to pay his obligations when due or is
otherwise insolvent; (6) the filing of any  petition or
the commencement of any proceeding against any Debtor
for relief under bankruptcy or insolvency laws, or any
law relating to the relief of  debtors, readjustment of
indebtedness, debtor reorganization, or composition or
extension of debt, which petition or proceeding is not
dismissed within 60  days of the date of filing thereof;
(7) the suspension of the transaction of the usual
business of any Debtor, or the dissolution, liquidation
or transfer to  another party of a significant portion
of the assets of' any Debtor; (8) a reasonable belief on
the part    of the holder that any Debtor has made a
false representation or warranty in connection with any
loan by or other transaction with any lender, lessor or
other creditor; (9) the issuance or filing of any levy,
attachment, garnishment, or lien against the property of
any Debtor which is not discharged within 15 days;
(10) the failure of any Debtor to satisfy immediately
any final judgment, penalty or fine imposed by a court
or administrative agency of any government; (11 )
failure of any Debtor, after demand, to furnish
financial information or to permit inspection of any
books or records; (12) any other act or circumstance
leading the holder to deem itself insecure.
     The failure or forbearance of the holder to
exercise any right hereunder, or otherwise granted by
law or another agreement, shall not affect or  release
the liability of any obligor, and shall not constitute a
waiver of such right unless so stated by the holder in
writing.  The holder may enforce its  rights against any
Debtor or any property securing this note without
enforcing its rights against any other Debtor, property,
or indebtedness due or to  become due to any Debtor.
Each obligor agrees that the holder shall have no
responsibility for the collection or protection of any
property securing this  note, and expressly consents
that the holder may from time to time, without notice,
extend the time for payment of this note, or any part
thereof, waive  its rights with respect to any property
or indebtedness, and release any other Debtor from
liability, without releasing such obligor from any
liability to  the holder.  This note is governed By
Georgia law.
           The term "obligor" means any party or other
person signing this note, whether as maker, endorser or
otherwise.  The term "Prime Rate", if  used  herein,
shall mean that rate of interest designated by Bank from
time to time as its "Prime Rate" which rate is not
necessarily the Bank's best rate.  Each  obligor agrees
to be both jointly and severally liable hereon. The term
"holder" means Bank and any subsequent transferee or
endorsee hereof. The  term  "Debtor" means any obligor
or any guarantor of this note. The principal of this
note will be disbursed in accordance with the
disbursement provision  identified above and further
described in the additional provisions set forth on the
reverse side hereof which are incorporated herein by
this reference.


 PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY
EACH OBLIGOR


 ADDRESS

 222 PIEDMONT AVENUE, N.E.
 ATLANTA, GEORGIA 30308



 NAME:/S/ JIM WOLD
          OXFORD INDUSTRIES, INC.


 NAME:



Credit To


February 11, 1997                                 126
Maturity Date        Treasurer Check Number     Center
                                                 Code

Account Number  Renewal   Increase  Reduction  /S/Jeff Drucker     145
                                               Officer Name   Officer Number



WHITE: Bank Copy    YELLOW: Customer Copy     PINK: File
Copy
  1984, 1987, SunTrust Banks of Georgia, Inc.
  900362 (9/95)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form10-Q
and is qualified in its entirety bu reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-29-1998
<PERIOD-END>                               FEB-27-1998
<CASH>                                           2,813
<SECURITIES>                                         0
<RECEIVABLES>                                  113,402
<ALLOWANCES>                                     3,254
<INVENTORY>                                    138,115
<CURRENT-ASSETS>                               264,692
<PP&E>                                         108,009
<DEPRECIATION>                                  74,655
<TOTAL-ASSETS>                                 302,917
<CURRENT-LIABILITIES>                           98,337
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,815
<OTHER-SE>                                     146,441
<TOTAL-LIABILITY-AND-EQUITY>                   302,917
<SALES>                                        579,981
<TOTAL-REVENUES>                               579,981
<CGS>                                          466,137
<TOTAL-COSTS>                                  466,137
<OTHER-EXPENSES>                                80,719
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,663
<INCOME-PRETAX>                                 30,462
<INCOME-TAX>                                    11,880
<INCOME-CONTINUING>                             18,582
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,582
<EPS-PRIMARY>                                     2.10
<EPS-DILUTED>                                     2.07
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q for the Nine Months Ended February 28, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-30-1997
<PERIOD-END>                               FEB-28-1997
<CASH>                                           3,058
<SECURITIES>                                         0
<RECEIVABLES>                                  108,849
<ALLOWANCES>                                     3,288
<INVENTORY>                                    123,171
<CURRENT-ASSETS>                               246,096
<PP&E>                                         106,426
<DEPRECIATION>                                  72,478
<TOTAL-ASSETS>                                 286,207
<CURRENT-LIABILITIES>                           98,620
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,745
<OTHER-SE>                                     128,700
<TOTAL-LIABILITY-AND-EQUITY>                   286,207
<SALES>                                        543,221
<TOTAL-REVENUES>                               543,221
<CGS>                                          441,091
<TOTAL-COSTS>                                  441,091
<OTHER-EXPENSES>                                74,700
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,309
<INCOME-PRETAX>                                 24,121
<INCOME-TAX>                                     9,648
<INCOME-CONTINUING>                             14,473
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,473
<EPS-PRIMARY>                                     1.66
<EPS-DILUTED>                                     1.65
        

</TABLE>


                               17

                           EXHIBIT 99
                                
                        INDEX OF EXHIBITS
                    INCLUDED HERIN, FORM 10-Q
                        FEBRUARY 27, 1998
                                                     SEQUENTIAL
EXHIBIT                                                 PAGE
NUMBER              DESCRIPTION                        NUMBER
- -----------------------------------------------------------------
- --
10(i) Note Agreement betweek the Company and Sun Trust
     of Georgia dated Februaty 25, 1998 covering the
     Company's long term note due August 23, 1999           12-14

27    Financial Data Schedule for the Nine Months Ended
      February 27, 1998                                     15

28   Restated Financial Data Schedule for the
     Nine Months Ended February 28, 1997                    16




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