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

See notes to consolidated financial statements.

See notes to consolidated financial statements.

See notes to consolidated financial statements.

1. The foregoing unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for 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 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 June 1, 2001.
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. The Company's business segments are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks and the Oxford Womenswear Group.

The following table sets forth items in the Consolidated Statements of Earnings as a percent of net sales and the percentage change of those items as compared to the prior year. All dollar amounts within "Management's Discussion and Analysis" are expressed in thousands, except dividends per share. (Percentages are calculated based on actual data, but percentage columns may not add due to rounding.) Certain prior year information has been restated to be consistent with the current presentation.

Net sales declined 19.7% from the second quarter of the prior year. The unit sales decline of 12.8% for the quarter was exacerbated by a 7.9% decline in the average selling price, reflecting continuing deflation in wholesale apparel prices. Efforts by the Company's customers to lower retail inventories have led to increased order deferrals, cancellations and returns. Replenishment programs, which represent a significant percentage of the Company's business, have been running below plan.

For the six months, sales declined 15.8% to $336,058 from $399,237 in the prior year. The unit sales decline of 14.5% was compounded by a 1.6% decline in the average selling price per unit.

Cost of goods sold increased to 82.4% of net sales in the current quarter from 81.6% in the prior year. The shortfall in sales and the highly promotional retail climate resulted in higher markdowns. Underabsorbed manufacturing expenses attributable to lower production volumes negatively impacted gross margins. The Company took aggressive steps to manage inventories and reduce costs by significantly downsizing or permanently closing several offshore sewing facilities during the quarter.

For the six months, cost of goods sold declined to 81.0% of net sales in the current year from 81.7% in the prior year.

Selling, general and administrative expenses (S,G&A) increased to 17.1% of net sales in the second quarter from 15.5% in the prior year. While S,G&A increased as a percentage of sales, in absolute terms S,G&A declined from $30,188 in the second quarter of the prior year to $26,824 in the second quarter of the current year, a percentage decline of 11.1%.

For the six months, S,G&A declined from $60,816 in the prior year to $58,027 in the current year, a 4.6% decline.

Interest expense declined in the second quarter of the current year compared to the second quarter of the prior year due to lower average borrowing requirements and lower average interest rates. In addition, approximately $386 of financing cost for the trade receivables securitization program were reflected as S,G&A expense rather than interest expense.

For the six months, approximately $937 of financing cost for the trade receivables securitization program were reflected as S,G&A expense rather than interest expense.

The Company's effective tax rate was 38.0% for all periods in both the current year and the prior year and does not differ significantly from the Company's statutory rates.

The Company's business segments are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks, and the Oxford Womenswear Group. The Shirt Group operations encompass dress and sport shirts, golf and children's apparel. Lanier Clothes produces suits, sportscoats, suit separates and dress slacks. Oxford Slacks is a producer of private label dress and casual slacks and shorts. The Oxford Womenswear Group is a producer of budget and moderate-priced private label women's apparel. Corporate and other is a reconciling category for reporting purposes and includes the Company's corporate offices and other costs and services that are not allocated to operating groups. All data with respect to the Company's specific segments included within "Management's Discussion and Analysis" is presented before applicable intercompany eliminations. (See Note 4 of Notes to Consolidated Financial Statements for additional segment information.)

For the six months, net sales declined from $122,279 in the prior year to $99,215 in the current year, an 18.9% decline. EBIT declined from a profit of $1,265 in the prior year to a loss of $1,122 in the current year. This decline in EBIT was again primarily due to the loss in sales volume.

Lanier Clothes reported sales of $38,464, down 17.9% from last year. A unit sales decline of 12.4% was compounded by 6.3% decline in the average selling price per unit. The decline resulted primarily from weak sales at department stores. Higher returns, allowances and markdowns resulted in a $1,435 decline in EBIT to $1,661.

For the six months, net sales declined $11,063 to $79,175. EBIT declined $9 to $6,068.

Oxford Slacks reported second quarter sales of $18,460, down 29.5% from last year. A unit sales volume decline of 26.2% was compounded by a 4.4% decline in the average selling price per unit. Underabsorbed manufacturing expenses caused by the sales decline significantly reduced profitability. Second quarter EBIT declined $1,161 to $399.

For the six months, sales declined $12,474, to $40,462 in the current year. EBIT declined $1,806 to $1,494 in the current year. The EBIT decline was primarily due to the loss in sales volume.

The Womenswear Group reported a second quarter sales decline of 10.2% to $54,740 in the current year. A unit sales volume decline of 6.2% was exacerbated by a 4.2% decline in the average selling price per unit. The sales decline was driven primarily by lower shipments to direct mail customers. The Company permanently closed two sewing facilities in Mexico during the quarter. The cost incurred with this closure was approximately $1,100. EBIT declined $135 to $281 in the current year.

For the six months, net sales declined $16,628 to $116,967 in the current year. EBIT declined $113 to $4,317 in the current year.

The Corporate and Other change in EBIT was primarily due to LIFO accounting in the second quarter and for the six months.

The Company expects current economic conditions to continue for the balance of this fiscal year. The Company's Spring order bookings are down as retailers continue to make conservative forward commitments. The Company intends to maintain its focus on asset management and closely monitor production plans to ensure that inventory levels stay in line with anticipated demand. The Company plans to continue expense reduction initiatives until there is some improvement in the top line.

The Company believes that third quarter sales and earnings should closely approximate results for the second quarter just ended. The Company also expects fourth quarter sales to be down by a similar percentage but that earnings should improve materially over the second quarter.

Operating activities used $476 through the second quarter of the current year and generated $4,889 through the second quarter of the prior year. The difference was primarily due to the sum of decreased net earnings, an increase in receivables and a greater reduction in trade payables partially offset by the decline in inventory.

Investing activities used $634 through the second quarter of the current year and $ 1,750 through the second quarter of the prior year. The primary difference was decreased capital expenditures.

Financing activities used $1,329 through the second quarter of the current year and $3,225 through the second quarter of the prior year. The primary difference was the reduced repurchase of common stock offset by the elimination of short term borrowings.

The Company established a $90,000 accounts receivables securitization program on May 3, 2001, under which the Company sells a defined pool of its accounts receivable to a securitization conduit. The Company used the proceeds from receivables securitization to eliminate outstanding bank borrowings. The receivables securitization program expires May 2, 2002, but may be extended from time to time by the mutual agreement of both parties. As of November 30, 2001, the Company had $10,000 outstanding from the securitization conduit.

On January 7, 2002, the Company's Board of Director's declared a cash dividend of $0.21 payable on March 2, 2002 to shareholders of record on February 15, 2002.

The Company did not purchase any shares of its common stock during the second quarter of the current year.

Cash flow from operations is the Company's primary source of liquidity. The Company supplements operating cash with its $90,000 accounts receivable securitization program and uncommitted bank lines of credit. On November 30, 2001, $10,000 was outstanding under the securitization program. The Company has $154,500 in uncommitted lines of credit, of which $118,500 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. At November 30, 2001, there were no direct borrowings and approximately $62,201 in trade letters of credit outstanding under these lines. The Company anticipates use and availability of both committed and uncommitted resources as working capital needs may require.

The uses of funds primarily include working capital requirements, capital expenditures, acquisitions, stock repurchases, dividends and repayment of short-term debt. 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.

This Quarterly Report contains forward-looking statements of the Company's beliefs or expectations regarding anticipated future results of the Company. These statements are based on numerous assumptions and are subject to risks and uncertainties. Although the Company feels that the beliefs and expectations in the forward-looking statements are reasonable, it does not and cannot give any assurance that the beliefs and expectations will prove to be correct. Many factors could significantly affect the Company's operations and cause the Company's actual results to be substantially different from the Company's expectations. Those factors include, but are not limited to: (i) general economic and apparel business conditions; (ii) continued retailer and consumer acceptance of the Company's products; (iii) global manufacturing costs; (iv) the financial condition of customers or suppliers; (v) changes in capital market conditions; (vi) governmental and business conditions in countries where the Company's produ cts are manufactured; (vii) changes in trade regulations; (viii) the impact of acquisition activity; (ix) changes in the Company's plans, strategies, objectives, expectations or intentions, which may happen at any time in the discretion of the Company; and (x) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. The Company does not have an obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of the future events or otherwise.

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 the fiscal year ended June 1, 2001.

The Registrant did not file any reports on Form 8-K during the quarter ended November 30, 2001.

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.

(Registrant)