SEC FORM 4/A

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^*

RIZZO PETER

(Last)

(First)

(Middle)

C/O IC ISAACS & CO

3840 BANK STREET

(Street)

BALTIMORE

21224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IC ISAACS & CO INC [ isac.ob ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/29/2005

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	03/29/2005		M		5,000⁽¹⁾	A	$0.95	5,000⁽²⁾	D
common stock	03/29/2005		S		5,000⁽³⁾	D	$8	0⁽²⁾	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)
common stock purchase option⁽⁴⁾	$0.95	03/29/2005		M			5,000	12/09/2004	12/09/2008	common stock	500,000⁽⁵⁾	⁽⁴⁾	240,000⁽⁶⁾	D

Explanation of Responses:

1. Purchase of shares via exercise of a non-qualified option to purchase 500,000 shares of common stock granted to the Reporting Person in June 2004 (the "June 2004 Option") pursuant to the I.C. Isaacs & Company, Inc. Amended and Restated Omnibus Stock Plan (the "Plan")

2. Does not include (a) 240,000 shares exercisable pursuant to the vested portion of the June 2004 Option; or (b) 100,000 shares issuable upon exercise of a non-qualified option granted to the Reporting Person under the Plan in October 2004 which will not vest until December 2007 (the "October 2004 Option").

3. Sale of shares, pursuant to a 10b5-1 trading plan, which were acquired via exercise of the June 2004 Option.

4. Non-qualified common stock purchase option granted to the Reporting Person in June 2004 pursuant to the Plan.

5. On December 9, 2004 the Reporting Person became entitled to purchase 250,000 shares of common stock pursuant to the June 2004 Option. Pursuant to the vesting provisions of that option, the Reporting Person will be entitled to purchase an additional 250,000 shares pursuant to the June 2004 Option on December 9, 2005.

6. Does not include (a) 250,000 shares which may be acquired pursuant to the unvested portion of the June 2004 Option; or (b) 100,000 shares issuable upon exercise of the October 2004 Option which will not vest until December 2007.

Remarks:

This amendment has been filed to correct errors in (a) the disclosure of the vesting provisions of the June 2004 Option; and (b) the number of derivative securities ben4eficially owned following the reported transaction, as reported in the Original Filing.

	/s/ Peter J. Rizzo	04/27/2005
	** 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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