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.

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.

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 for the third quarter declined 24.3% to $149,495 from $197,404 in the third quarter of the prior year. The decline in sales was primarily due to a 23.0% decline in unit sales that was exacerbated by a 1.7% decline in the average selling price per unit. The sales decline affected all segments and all major channels of distribution with the exception of chain stores which showed a slight sales increase. Third quarter sales were negatively impacted by prevailing economic conditions, weak consumer demand and conservative purchasing plans by many of the Company's retail customers.

For the nine months, sales declined 18.6% to $485,553 from $596,641 in the prior year. The unit sales decline of 17.5% was further impacted by a 1.3% decline in the average selling price per unit.

Cost of goods sold decreased to 80.7% of net sales in the current quarter from 81.4% in the prior year. The decline in cost of goods sold reflected a more favorable product mix and improvements in sourcing operations.

For the nine months, cost of goods sold declined to 80.9% in the current year from 81.6% in the prior year.

Selling, general and administrative expenses (S,G&A) declined 8.6% in the third quarter to $26,697 from $29,224 in the prior year but increased as a percentage of net sales to 17.9% in the current quarter from 14.8% in the prior year. Included in S,G&A for the quarter were $1,726 in bad debt expenses attributable to the Kmart bankruptcy (this represents approximately 50% of the total exposure).

For the nine months, S,G&A declined 5.9% from the prior year, but increased as a percentage of net sales to 17.4% in the current year from 15.1% in the prior year.

Interest expense declined in the third quarter of the current year compared to the prior year due to lower average borrowing requirements and lower average interest rates. In addition, approximately $93 of financing cost for the trade receivables securitization program were reflected as S,G&A expense rather than interest expense.

For the nine months, approximately $1,030 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 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 nine months, net sales declined 20.0% from $174,174 in the prior year to $139,373 in the current year. A 16.2% decline in unit sales was further impacted by a 4.4% decline in the average selling price per unit. EBIT declined from a loss of $445 in the prior year to a loss of $1,721 in the current year.

Lanier Clothes reported sales of $34,503, a decline of 14.2% from the prior year. A unit sales decline of 8.0% was compounded by a 6.7% decline in the average selling price per unit. Weak demand from the group's department store customers was primarily responsible for the sales decline. EBIT declined slightly to $2,947 in the current quarter from $2,985 in the prior year.

For the nine months, Lanier Clothes sales declined 12.9% from $130,450 in the prior year to $113,678 in the current year. A 6.7% decline unit sales was compounded by a 6.6% decline in the average selling price per unit. EBIT declined 0.5% from $9,062 in the prior year to $9,015 in the current year.

Oxford Slacks reported third quarter sales of $19,060, down 17.0% from $22,959 in the prior year. The unit sales decline of 7.3% was further impacted by a 10.5% decline in the average selling price per unit. The sales decline was primarily in the group's direct mail distribution channel. Lower operating expenses and favorable costing variances resulted in an improvement in EBIT to $883 in the current quarter from $501 in the prior year.

For the nine months, net sales declined 21.6% from $75,895 in the prior year to $59,522 in the current year. A 14.8% decline in unit sales was compounded by a 7.9% decline in the average selling price per unit. EBIT declined from $3,801 in the prior year to $2,377 in the current year.

The Womenswear Group reported a sales decline in the third quarter of 32.3% from $82,271 in the prior year to $55,674 in the current year. A unit sales decline of 28.1% was further impacted by a decline of 5.9% in the average selling price per unit. The sales decline was driven primarily by lower shipments to major mass merchant retailers and lower replenishment take-outs. Lower sales and $1,726 in bad debt expenses associated with the Kmart bankruptcy reduced EBIT to $588 from $5,457 last year.

For the nine months, the Womenswear Group sales declined 20.0% from $215,866 in the prior year to $172,641 in the current year. A 19.4% decline in unit sales was compounded by a slight 0.6% decline in the average selling price per unit. EBIT declined from $9,887 in the prior year to $4,905 in the current year primarily due to the loss in sales volume and the bad debt write off.

The Corporate and Other change in EBIT was primarily due to underabsorbed sourcing costs in the Hong Kong sourcing office and LIFO accounting adjustments in the third quarter and for the nine months.

While the Company has observed some preliminary signs of improvement in a number of its segments, the Company is maintaining a conservative outlook for the fourth quarter. The Company's focus will remain on prudent planning and aggressive asset management. The Company's financial position remains quite strong and is well positioned to capitalize on opportunities when economic activity begins to accelerate.

Fourth quarter sales and diluted earnings per share are expected to decline by approximately 20% from last year's fourth quarter.

Operating Activities used $28,395 through the third quarter of the current year and used $35,541 through the third quarter of the prior year. The difference was primarily due to decreased inventory offset by decreased net earnings, a greater increase in accounts receivable and a greater decline in trade accounts payable.

Investing Activities used $757 through the third quarter of the current year and used $2,501 through the third quarter of the prior year. The primary difference was decreased capital expenditures.

Financing Activities generated $23,577 through the third quarter of the current year and $35,567 through the third quarter of the prior year. The primary difference was a smaller increase in short-term borrowings offset by the decrease in the purchase and retirement of the Company's common stock.

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 had approximately 64 million available under the securitization program on March 1,2002. The Company used the proceeds from receivables securitization to eliminate outstanding bank borrowings. In an effort to provide greater clarity, the Company amended its trade receivables securitization agreement on January 31, 2002 and, as a result, discontinued the off balance sheet treatment of the program. Total debt at the current quarter-end stood at $26,993, down $77,679 or 74.2% from $104,672 last year.

On April 1, 2002, the Company's Board of Director's declared a cash dividend of $0.21 per share payable on June 1, 2002 to shareholders of record on May 15, 2002. The Company did not purchase any shares of its common stock during the third 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 March 1, 2002, $25,000 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 March 1, 2002, direct borrowings of $1,500 and approximately $61,803 in trade letters of credit were 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.

The Company's critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Consolidated Financial Statements. These policies have been consistently applied in all material respects and address such matters as concentrations of credit risk, accounts receivable securitization, accounts receivable valuation, inventory management and revenue recognition. While the estimates and judgements associated with the application of these policies may be affected by different assumptions or conditions, the Company believes the estimates and judgments associated with the reported amounts are appropriate in the circumstances.

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 at 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.

10(m) Omnibus Amendment No. 1. Amendment to the accounts receivable sale and accounts receivable loan agreements (exhibits 10(j) and 10(k)). Dated January 31, 2002.

The Registrant did not file any reports on Form 8-K during the quarter ended March 2, 2002.

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)