UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934

Date of report (Date of earliest event reported) January 321, 2008

KELLWOOD COMPANY

(Exact name of registrant as specified in its charter)

Delaware	000-07340	36-2472410

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

600 Kellwood Parkway, St. Louis, Missouri	63017

(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including area code (314) 576-3100

Not Applicable

(Former name or former address, if changed since last report)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 18.01 ~~ENTRY~~OTHER ~~INTO A MATERIAL DEFINITIVE AGREEMENT~~EVENTS

On January 321, 2008, Kellwood Company (NYSE: KWD) announced ~~that~~the itextension ~~entered~~of ~~into~~the anearly ~~$80~~tender ~~million~~deadline ~~accelerated~~to ~~share~~5:00 ~~repurchase~~p.m., ~~(ASR)~~New ~~agreement~~York ~~with~~City ~~Bank~~time, ofon ~~America~~January 30, N2008 in its cash tender offer for up to $60,000,000 aggregate principal amount of its 7.A.875% ~~This~~debentures ~~transaction~~due is2009 ~~consistent~~identified ~~with~~in the Offer to Purchase, dated January 9, 2008. The Company's ~~previously~~is ~~announced~~extending ~~long~~this date given the unsolicited two-~~term~~tiered ~~financial~~tender ~~plans~~offer ~~and~~made ~~intended~~by ~~use~~an affiliate of ~~proceeds~~Sun ~~from~~Capital Securities Group (“Sun Capital”), which the ~~anticipated~~Company ~~closing~~will ofrespond to on January 29, 2008. When the ~~Smart~~Company ~~Shirts~~responds ~~sale~~to asSun ~~set~~Capital’s ~~forth~~unsolicited ontwo-tiered ~~November~~offer, 6it will also announce further actions, ~~2007~~if any, it intends to take with respect to the debt tender offer.

~~Under~~J.P. ~~the~~Morgan ~~ASR~~Securities ~~agreement,~~Inc. ~~Kellwood~~acts ~~will~~as ~~repurchase~~sole ~~$80~~Dealer ~~million~~Manager offor ~~its~~the ~~outstanding~~tender ~~common stock, or approximately 18% of its outstanding shares based on Kellwood’s current stock price~~offer. ~~The~~Persons ~~final~~with ~~number~~questions ofregarding ~~shares to be repurchased under~~ the ~~ASR~~tender ~~will~~offer beshould ~~determined~~contact ~~at the conclusion of the transaction, based upon the volume weighted average share price of the Company’s common shares during the term of the ASR~~J. ~~Bank~~P. ofMorgan ~~America,~~Securities NInc.A. isat ~~expected~~(866) to834-4666 ~~purchase~~(toll-free) ~~Kellwood~~and ~~common~~(212) ~~stock~~834-3424 in(collect). ~~the~~Requests ~~open~~for ~~market~~documents inmay ~~connection~~be ~~with~~directed ~~the ASR program. The program is expected~~ to ~~take~~Global upBondholder toServices 9Corporation, ~~months~~the toInformation ~~complete. A~~Agent ~~copy~~for of the ~~ASR~~offer, ~~agreement~~at is(212) ~~attached~~430-3774 asor ~~Exhibit~~(866) 10470-3900.1.

~~Kellwood~~The ~~has~~foregoing ~~repurchased~~is ~~nearly~~neither ~~1.1~~an ~~million~~offer ~~shares~~to ofpurchase ~~its~~nor ~~common~~a ~~stock~~solicitation ~~for~~of ~~approximately~~an ~~$19.8~~offer ~~million~~to ~~under~~sell the ~~Company’s~~Notes ~~current~~or ~~repurchase~~any ~~authorization~~other ~~passed~~security. The tender offer is made only by an Offer to Purchase dated January 9, 2008 and the ~~Board~~related Letter of ~~Directors~~Transmittal. The inprevious ~~September~~early ~~2007~~tender deadline was 5:00 p.m., New York City time on January 23, 2008. ~~The~~Please ~~Board~~refer to the Offer to Purchase and related materials for the terms of ~~Directors~~the ~~has~~offer. Statements ~~authorized~~in the ~~investment~~press release regarding the offering of upregistered debt securities shall not constitute an offer to ~~$90~~sell ~~million~~or a solicitation of ~~share~~an ~~repurchases,~~offer into ~~order~~buy such securities. The tender offer is not being made to ~~facilitate~~holders of Notes in any jurisdiction in which the ~~ASR~~making ~~program~~or ~~and~~acceptance ~~other~~thereof ~~possible~~would ~~future~~not ~~repurchases~~be ~~and~~in ~~terminated~~compliance with the ~~prior~~securities, ~~stock~~blue ~~repurchase~~sky ~~program~~or ~~announced~~other inlaws ~~September~~of ~~2007~~such jurisdiction. ~~The~~ ~~Company~~In ~~will~~any ~~have~~jurisdiction ~~$10~~in ~~million~~which ofthe ~~stock~~tender ~~repurchase~~offer ~~authority~~is ~~after~~required ~~giving~~to ~~effect~~be made by a licensed broker or dealer, they shall be deemed to ~~the~~be ~~repurchases~~made ~~under~~by the ~~ASR~~Dealer ~~program~~Manager on behalf of Kellwood.

A copy of the Company’s press release announcing the ~~transaction~~debt tender offer is attached as Exhibit 99.1.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(c)	Exhibits
	Exhibit Number		Description
		99.1	Press release, dated January 21, 2008.

Exhibit Number Description

10.1 ASR Agreement, dated January 3, 2008, between Kellwood Company and Bank of America, N.A.

99.1 Press release, dated January 3, 2008.

SIGNATURES

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

		KELLWOOD COMPANY

		(Registrant)

DATE January 3, 2008	BY:	/s/ Thomas H. Pollihan
DATE January 22, 2008	BY:	/s/ Thomas H. Pollihan
		Thomas H. Pollihan
		Executive Vice President, Secretary
		and General Counsel

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