SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

UPBIN HAL J

(Last)

(First)

(Middle)

600 KELLWOOD PARKWAY

(Street)

CHESTERFIELD

63017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KELLWOOD CO [ KWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2004		M		9,700	A	$20.31	116,975	D
Common Stock	04/21/2004		M		10,000	A	$19.69	126,975	D
Common Stock	04/21/2004		M		20,000	A	$20.31	146,975	D
Common Stock	04/21/2004		M		38,160	A	$16.13	185,135	D
Common Stock	04/21/2004		M		36,200	A	$25.31	221,335	D
Common Stock	04/21/2004		M		40,000	A	$33.78	261,335	D
Common Stock	04/21/2004		M		47,300	A	$32.28	308,635	D
Common Stock	04/21/2004		M		4,000	A	$20.31	312,635	D
Common Stock	04/22/2004		S		300⁽¹³⁾	D	$41.54	312,335	D
Common Stock	04/22/2004		S		700⁽¹³⁾	D	$41.56	311,635	D
Common Stock	04/22/2004		S		800⁽¹³⁾	D	$41.57	310,835	D
Common Stock	04/22/2004		S		300⁽¹³⁾	D	$41.58	310,535	D
Common Stock	04/22/2004		S		300⁽¹³⁾	D	$41.59	310,235	D
Common Stock	04/22/2004		S		300⁽¹³⁾	D	$41.63	309,935	D
Common Stock	04/22/2004		S		100⁽¹³⁾	D	$41.65	309,835	D
Common Stock	04/22/2004		S		300⁽¹³⁾	D	$41.66	309,535	D
Common Stock	04/22/2004		S		500⁽¹³⁾	D	$41.67	309,035	D
Common Stock	04/22/2004		S		200⁽¹³⁾	D	$41.68	308,835	D
Common Stock	04/22/2004		S		900⁽¹³⁾	D	$41.69	307,935	D
Common Stock	04/22/2004		S		3,100⁽¹³⁾	D	$41.7	304,835	D
Common Stock	04/22/2004		S		1,300⁽¹³⁾	D	$41.71	303,535	D
Common Stock	04/22/2004		S		400⁽¹³⁾	D	$41.72	303,135	D
Common Stock	04/22/2004		S		5,100⁽¹³⁾	D	$41.77	298,035	D
Common Stock	04/22/2004		S		4,300⁽¹³⁾	D	$41.78	293,735	D
Common Stock	04/22/2004		S		1,300⁽¹³⁾	D	$41.79	292,435	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)⁽¹⁾⁽²⁾	$20.31	04/21/2004		M			9,700	06/01/1995⁽³⁾	06/01/2004	Common Stock	9,700	$0	0	D
Employee Stock Option (right to buy)⁽¹⁾⁽²⁾	$19.69	04/21/2004		M			10,000	11/22/1995⁽⁴⁾	11/22/2004	Common Stock	10,000	$0	0	D
Employee Stock Option (right to buy)⁽¹⁾⁽⁵⁾	$20.31	04/21/2004		M			20,000	08/24/1996⁽⁶⁾	08/24/2005	Common Stock	20,000	$0	0	D
Employee Stock Option (right to buy)⁽¹⁾⁽⁵⁾	$16.13	04/21/2004		M			38,160	05/30/1997⁽⁷⁾	05/30/2006	Common Stock	38,160	$0	0	D
Employee Stock Option (right to buy)⁽¹⁾⁽⁵⁾	$25.31	04/21/2004		M			36,200	05/29/1998⁽⁸⁾	05/29/2007	Common Stock	36,200	$0	0	D
Employee Stock Option (right to buy)⁽¹⁾⁽⁵⁾	$33.78	04/21/2004		M			40,000	12/01/1998⁽⁹⁾	12/01/2007	Common Stock	40,000	$0	0	D
Employee Stock Option (right to buy)⁽¹⁾⁽⁵⁾	$32.28	04/21/2004		M			47,300	05/28/1999⁽¹⁰⁾	05/28/2008	Common Stock	47,300	$0	0	D
Employee Stock Option (right to buy)⁽¹⁾⁽¹¹⁾	$20.31	04/21/2004		M			4,000	06/01/1995⁽¹²⁾	06/01/2004	Common Stock	4,000	$0	0	D

Explanation of Responses:

1. Grant of tax withholding right to pay withholding taxes due upon the exercise of an option.

2. Granted under the Kellwood Company 1990 Omnibus Incentive Stock Plan - NQ.

3. 1,940 shares became exercisable on 6/1 of each of 1995, 1996, 1997, 1998 and 1999.

4. 2,000 shares became exercisable on 11/22 of each of 1995, 1996, 1997, 1998 and 1999.

5. Granted under the Kellwood Company 1995 Omnibus Incentive Stock Plan - NQ.

6. 4,000 shares became exercisable on 8/24 on each of 1996, 1997, 1998, 1999 and 2000.

7. 7,632 shares became exercisable on 5/30 of each of 1997, 1998, 1999, 2000 and 2001.

8. 7,240 shares became exercisable on 5/29 of each of 1998, 1999, 2000, 2001 and 2002.

9. 8,000 shares became exercisable on 12/1 of each of 1998, 1999, 2000, 2001 and 2002.

10. 9,460 shares became exercisable on 5/28 of each of 1999, 2000, 2001, 2002 and 2003.

11. Granted under the Kellwood Company 1990 Omnibus Incentive Stock Plan - ISO.

12. 800 shares became exercisable on 6/1 of each of 1995, 1996, 1997, 1998 and 1999.

13. Sale made pursuant to a plan intended to comply with Rule 10b5-1 previously adopted on 4/21/04 when Mr. Upbin was not in possession of material non-public information.

Remarks:

	Thomas H. Pollihan, Attorney-in-Fact for Hal J. Upbin	04/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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