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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended May 31, 1996
------------
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to
----------------- --------------
Commission file number 1-4365

OXFORD INDUSTRIES, INC.
- - --------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Georgia 58-0831862
- - ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (404) 659-2424
--------------
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of exchange on
which registered
Common Stock, $1 par value New York Stock Exchange
- - -------------------------- -------------------------

Securities registered pursuant to Section 12(g) of the Act:
NONE
--------------
(Title of Class)

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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. [ ]

State the aggregate market value of the voting stock held by
non-affiliates of the Registrant: As of August 16, 1996, the aggregate
market value of the voting stock held by non-affiliates of the
Registrant (based upon the closing price for the common stock on the New
York Stock Exchange on that date) was approximately $99,368,719.

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

Number of shares outstanding
Title of each class as of August 16, 1996

Common Stock, $1 par value 8,704,721
- - -------------------------- ---------
Documents Incorporated by Reference
- - ------------------------------------
(1) Sections of 1996 Annual Report to Stockholders (Incorporated in
Parts II and IV of this Report).
(2) Sections of Proxy Statement, which will be filed with the
Securities and Exchange Commission not later than 120 days after
May 31, 1996. (Incorporated in Part III of this Report).




PART I
------

Item 1. Business.
- - ------------------

BUSINESS AND PRODUCTS

Introduction and Background
Oxford Industries, Inc. (the "Company") was incorporated under
the laws of the State of Georgia as Oxford Manufacturing Company,
Inc. on April 27, 1960. In 1967, its name was changed to Oxford
Industries, Inc. Its principal office is in Atlanta, Georgia.

The Company's primary business, which comprises a single
industry segment, is the design, manufacture, marketing and sale of
consumer apparel products in the popular to better price range.
Substantially all of the Company's distribution facilities, offices
and customers are located in the United States. Company-owned
manufacturing facilities are located primarily in the southeastern
United States and Central America.

The Company is in a single line of business with two classes
of similar products, menswear and womenswear. The table below sets
forth, for each of the last three fiscal years, the percentage of
net sales attributable to each such class of similar products:

Fiscal Year Ended:

May 31, June 2, June 3,
1996 1995 1994
------ ------- -------
Menswear 78% 74% 73%
Womenswear 22% 26% 27%
------ ------- -------
100% 100% 100%
====== ======= =======

Menswear
Primary menswear products sold include men's suits, vests,
dress slacks and golfwear and men's and boys' sportswear,
sportscoats, dress shirts, woven and knitted sport shirts,
sweaters, slacks, shorts and jeans.

Womenswear
Primary womenswear products sold include women's and girls'
sportswear, dresses, suits, sweaters, shirts, blouses, t-shirts,
sweatshirts, vests, jackets, skirts, shorts and pants. Sportswear
products are marketed as coordinates, which include wardrobe items
in styles and colors designed to be worn together, or as separates.



DISTRIBUTION

The Company's customers include national and regional chain stores,
mail order and catalog firms, discount stores, department stores
and chain and independent specialty stores. Net sales to the
Company's fifty largest customers increased by 1.9% while net sales
to all other customers declined 23.5%. This is due to the
Company's continuing focus on large, financially stable retailers.

Customer Distribution Analysis

May 31, 1996 June 2, 1995
Total Sales % Total Sales %
Customers Customers
--------- -------- --------- -------
Top 50 50 92.37% 50 91.46%
All Other 3,146 7.63% 3,431 8.54%
--------- -------- --------- -------
Total 3,196 100% 3,481 100%



Several product lines are designed and manufactured in
anticipation of orders for sale to department and specialty stores
and certain specialty chain and mail order customers. The Company
must make commitments for fabric and production in connection with
these lines. In the case of imports, these commitments can be up
to several months prior to the receipt of firm orders from
customers. These lines include both popular and better price
merchandise sold under brand and designer names or customers'
private labels.

The Company works closely with many customers to develop
large-volume product programs prior to commencement of production,
enabling the Company to take advantage of relative efficiencies in
planning, raw materials purchasing and utilization of production
facilities. Products sold under these programs are in the popular
price range and usually carry the customers' trademarks, although
the Company offers some branded and designer programs for this
customer market.

The Company employs a sales force consisting of salaried and
commissioned sales employees and independent commissioned sales
representatives. Apparel sales offices and showrooms are
maintained by the Company in Atlanta, Chicago, New York and in both
Dallas and Plano, Texas. Other showrooms are maintained by
independent commissioned sales representatives. A majority of the
Company's business is conducted by direct contacts between the
Company's divisional management and buyers and other executives of
the Company's customers.



MANUFACTURING, RAW MATERIALS AND SOURCES OF SUPPLY

Manufacturing and Raw Materials
Apparel products are manufactured from cotton, linen, wool,
silk, other natural fibers, synthetics and blends of these
materials. Materials used by the Company in its manufacturing
operations are purchased from numerous domestic and foreign textile
mills and converters in the form of woven or knitted finished
fabrics. Buttons, zippers, thread and other trim items are
purchased from both domestic and foreign suppliers. The Company's
manufacturing facilities perform cutting, sewing and related
operations to produce finished apparel products from these
materials. At the end of the 1996 fiscal year, domestic production
for the Company accounted for 31% of the Company's business, of
which approximately 22% came from the Company's United States
manufacturing facilities, and approximately 9% came from United
States contractors.

The Company also purchases fabric and places it with domestic
and foreign independent contractors for production of goods
conforming to the Company's patterns, specifications and quality
standards. The Company also performs independent contracting
services for other companies to ensure maximum utilization of its
production facilities.

The Company imports finished apparel products meeting its
quality standards from suppliers in Central America, the Far East
and other areas. Imported goods are generally manufactured
according to designs and specifications furnished or approved in
advance of production by the Company. In order to place orders and
monitor production, the Company maintains buying offices in Hong
Kong and Singapore. The Company also retains unaffiliated buying
agents in several other countries.

The Company also uses its own facilities in Mexico, the
Dominican Republic, Costa Rica and Honduras. These facilities
generally assemble apparel products from components made primarily
in the United States.

Sources of Supply
The Company regards its domestic and foreign sources of raw
materials, finished goods and outside production as adequate, and
is not dependent on any single source or contractor. No single
supplier or contractor accounts for a material portion of the
Company's purchases or business. Alternative competitive sources
are available, and the Company does not anticipate significant
difficulty in meeting its supply and outside production
requirements. There are occasions, however, where the Company is
unable to take customer orders on short notice because of the
minimum lead time required to produce a garment that is acceptable
to the customer in regards to cost, quantity, quality and service.

The Company's import business could be adversely affected by
currency exchange fluctuations, changes in United States import
duties and trade restraints, political unrest in exporting
countries, and other factors normally associated with imports. The
Company believes it has diminished potential risks in its import
business by placing import programs with suppliers in many
different countries. The Company continues to expand assembly


operations in the Caribbean Basin to take greater advantage of
incentives implicit in United States trade policy.

TRADEMARKS, LICENSES AND PATENTS

Trademarks
Principal menswear trademarks owned by the Company are "Lanier
Clothes" for men's suits and sportcoats; "Oxford Shirtings" for
men's shirts; "Travelers Worsted" for mens suits; "Everpress" for
men's slacks; "928" for young men's suited separates; and "Ely
Cattleman" and "Plains" for men's western wear.

The Company licenses its trademark "Merona" to the Target
Stores and Mervyn's divisions of the Dayton Hudson Corporation.
The license agreement calls for these divisions to pay minimum
royalties and additional royalties for sales above certain levels.
The minimum royalties due in the future have been reduced by actual
royalties paid in preceding years. If certain levels of royalty
payments have been made and renewal options exercised, Target
Stores will have the option to purchase the trademark in 1999.

Although the Company is not dependent on any single trademark,
it believes its trademarks in the aggregate are of significant
value to its business. If an attractive opportunity were to
present itself the Company would seriously consider the acquisition
of significant brands and related businesses.

Licenses
The Company also has the right to use trademarks under license
and design agreements with the trademarks' owners. Principal
menswear trademarks the Company has the right to use are "Polo by
Ralph Lauren" for boy's shirts, suits, shorts, sweat suits, woven
and knitted sportswear, pants, sweaters, outerwear, jackets, denim
jeans and caps; "Robert Stock" for men's suits, sportcoats and
dress slacks; "Oscar de la Renta" for men's suits, sportcoats,
vests, and dress slacks; and "Tommy Hilfiger" for men's dress
shirts and golf apparel. Additionally, the Company entered into a
new license agreement which will allow the Company to use
"Nautica" for men's tailored suits, sports coats and dress slacks.

The above mentioned license and design agreements will expire
at various dates through 2000. Many of the Company's licensing
agreements are eligible for renewal to extend the licenses through
various dates from 1997 through 2006.

Although the Company is not dependent on any single license
and design agreement, it believes its license and design agreements
in the aggregate are of significant value to its business.

Patents
The Company owns several patents covering apparel manufacturing
processes and devices, but competitive processes and devices are
available to others, and these are not material to the Company's
business.






SEASONAL ASPECTS OF BUSINESS AND ORDER BACKLOG

Seasonal Aspects of Business
The Company's business is generally divided among four retail
selling seasons: Spring, Summer, Fall and Holiday. Seasonal
factors can cause some variance in production and sales levels
among fiscal quarters in any fiscal year, but the Company does not
regard its overall business as highly seasonal.


Order Backlog
A large portion of sales are booked in advance of each season,
and it is therefore normal for the Company to maintain a
significant order backlog. As of May 31, 1996 and June 2, 1995,
the Company had booked orders amounting to approximately
$163,047,000 and $165,276,000, respectively, all of which will be
shipped within six months after each such date. These numbers
represent only store orders on hand and do not include private-
label contract balances. The Company is experiencing a greater
percentage of at-once EDI "Quick response" programs with large
retailers. Replenishment shipments under these programs generally
possess such an abbreviated order life as to exclude them from the
order backlog completely. The Company does not believe that this
backlog information is indicative of sales to be expected for the
following year, because order backlog at the end of May primarily
represents only Fall season business.

WORKING CAPITAL

Working capital needs are affected primarily by inventory
levels, outstanding receivables and trade payables. The Company
had available for its use committed lines of credit with several
lenders aggregating $50,000,000 at May 31, 1996. These lines of
credit are used by the Company to cover fluctuations in working
capital needs. The Company had $45,000,000 outstanding under these
lines of credit at the end of the 1996 fiscal year, and $50,000,000
outstanding at the end of the 1995 fiscal year. In addition, at
the end of fiscal 1996, the Company had $188,000,000 in uncommitted
lines of credit of which $98,000,000 was reserved for the issuance
of letters of credit. At May 31, 1996 $20,500,000 was outstanding
under these lines of credit. At the end of fiscal 1995 the
Company had $173,000,000 in uncommitted lines of credit of which
$98,000,000 was reserved for the issuance of letters of credit. At
June 2, 1995 $33,500,000 was outstanding under these uncommitted
lines of credit. The total amount of letters of credit outstanding
totaled approximately $66,000,000 at the end of fiscal 1996, and
approximately $50,100,000 at the end of fiscal 1995. The Company
had cash of $1,015,000 and $2,225,000 at the end of the 1996 and
1995 fiscal years. The average interest rate on all short-term
borrowings for the fiscal year was 6.1%. The Company anticipates
continued use and availability of short-term borrowings as working
capital needs may require.


Inventory levels are affected by order backlog and anticipated
sales. It is general practice of the Company to offer payment
terms of net 30 to the majority of its customers, from date of
shipment.


The Company believes that its working capital requirements and
financing resources are comparable with those of other major,
financially sound apparel manufacturers.



MAJOR CUSTOMERS

The Company's ten largest customers accounted for
approximately 70 percent of the Company's net sales in fiscal 1996
and approximately 69 percent in fiscal 1995. JCPenney Company,
Inc. accounted for 22 percent and 20 percent of net sales in the
1996 and 1995 fiscal years, respectively. Lands' End, Inc.
accounted for 9 percent and 10 percent of net sales in the 1996 and
1995 fiscal years, respectively. The Company believes that its
relationships with all of its major customers, including JCPenney
Company, Inc., and Lands' End, Inc., are excellent.

COMPETITION

The Company's products are sold in a highly competitive
domestic market in which numerous domestic and foreign
manufacturers compete. No single manufacturer or small group of
manufacturers dominates the apparel industry. The Company believes
it is a major apparel manufacturing and marketing company, but
there are other apparel firms with greater sales and financial
resources.

Competition within the apparel industry is based upon styling,
marketing, price, quality, customer service and, with respect to
branded and designer product lines, consumer recognition and
preference. The Company believes it competes effectively with
other members of its industry with regard to all of these factors.
Successful competition in styling and marketing is related to the
Company's ability to foresee changes and trends in fashion and
consumer preference and to present appealing product programs to
its customers. Successful competition in price, quality and
customer service is related to its ability to maintain efficiency
in production, sourcing and distribution.

Growth in apparel imports and direct importing by retailers
present competitive risks to domestic apparel manufacturers. The
United States has implemented restrictive quotas on the importation
of many classifications of textiles and textile products from
certain countries and has adopted restrictive regulations governing
textile and apparel imports. Through December of 1994, these
restraints were permitted pursuant to the Multi-Fiber Arrangement
(MFA), an international textile trade agreement to which the United
States was a party. During the Uruguay Round of the General
Agreement on Tariffs and Trade, the United States and other
countries negotiated a successor agreement to the MFA known as the
Agreement on Textiles and Clothing (ATC). The ATC became effective
on January 1, 1995.

The ATC requires that importing countries remove product
classifications comprising approximately half of their 1990 imports
of textile and apparel products from coverage under their quota
systems in three stages over a ten year period. The remaining
classification are to be removed from coverage under the importing
countries' quota systems on January 1, 2005. However, the ATC



allows importing countries such as the United States significant
discretion in determining when during the ten year period
particular product classifications are removed from quota coverage.
The United States has announced a plan that will keep quotas on the
products deemed most sensitive to import competition in place until
the latter stages of the ten year period. In addition, the ATC
requires importing countries to increase the rate of growth of
existing quota levels by a specified amount each year. Finally,
the ATC permits importing countries, under certain conditions, to
impose new quotas on the importation of textile and apparel
products during the ten year phase out period. Thus, the extent to
which the ATC will liberalize trade in textile and apparel products
over the next ten years is unclear. Reduced restrictions on the
importation of textiles and textile products could increase
competitive import pressure on the Company's domestic manufacturing
operations, but could also positively affect its sourcing
activities in some countries.

Another source of competition is the increasing use of
buying offices by certain of the Company's customers and other
retailers. These buying offices permit the retailer to source
directly from (primarily) foreign manufacturers, by-passing
intermediate apparel manufacturing companies. The Company is
unable to quantify the effect of this trend on its sales and
profits but believes that the use of buying offices adversely
affects both. The Company believes that the relative price
advantage to retailers of direct sourcing is offset to an extent by
the Company's ownership of or long term relationships with foreign
facilities and by services provided to its customers such as
delivery flexibility and manufacturing expertise.

EMPLOYEES

As of May 31, 1996, the Company employed 7,043 persons,
approximately 84% of whom were hourly and incentive paid production
workers. The Company believes its employee relations are
excellent.

Item 2. Properties.
- - --------------------

At May 31, 1996 the Company operated a total of 21 production
plants. Domestic plants, of which nine plants are owned and three
plants are leased, are located in Alabama, Georgia, Mississippi,
North Carolina, South Carolina and Virginia. Foreign plants, of
which three are owned and six are leased, are located in Mexico,
Dominican Republic, Costa Rica and Honduras. In the fiscal year
ended May 31, 1996 the Company closed six domestic manufacturing
facilitates(Alamo, GA; Dechard, TN; Bowman, GA; Monticello, GA;
Lyons, GA; and Burgaw, NC). These closings are a direct result of
the intense competitive pressures that require the Company to
utilize the most cost effective sources. The production output for
the closed plants has been or will be replaced with more cost
effective off-shore sources. Additionally, the company has
completed plans for expansions in Mexico and the Philippines.


The Company also maintains separate warehousing and
distribution facilities (in addition to space allocated for these
purposes in or adjacent to manufacturing plants) in Arizona,



Georgia, Mississippi, Tennessee and South Carolina.

Certain of the manufacturing, warehousing and distribution
facilities deemed owned by the Company are held pursuant to
long-term capital leases or lease purchase agreements, some of
which have been entered into by the Company in connection with
industrial revenue bond financing arrangements. Under this type of
financing, the facilities are subject to trust indentures or
security agreements securing the interests of the bondholders. See
Notes C and D in the Notes to Consolidated Financial Statements
forming a part of the financial statements included under Item 8 of
this Report.

General offices are maintained in a facility owned by the
Company in Atlanta, GA. The Company leases sales, purchasing and
administrative offices in Atlanta, Chicago, Hong Kong, New York,
Singapore, Bangladesh, Philippines, Sri Lanka, and in both Dallas
and Plano, Texas.

The Company owns substantially all of its machinery and
equipment. Current facilities are adequately covered by insurance,
generally well maintained and provide adequate production capacity
for current and anticipated future operations.

Item 3. Legal Proceedings.
- - ---------------------------
Not applicable.


Item 4. Submission of Matters to a Vote of Security Holders.
- - -------------------------------------------------------------

Not applicable.







Item 4A. Executive Officers of the Registrant.
- - -----------------------------------------------
Name Age Office Held
- - --------------------- --- -------------------------
J. Hicks Lanier 56 Chairman of the Board,
President and Chief
Executive Officer

Ben B. Blount, Jr 57 Executive Vice President --
Finance, Planning and
Development and Chief
Financial Officer


Knowlton J. O'Reilly 56 Group Vice President


Messrs. J. Hicks Lanier, Ben B. Blount, Jr. and Knowlton J.
O'Reilly are also directors of the Company. The Board of Directors
of the Company elects executive officers annually.

Mr. J. Hicks Lanier has served as President of the Company
since 1977. In 1981 he was elected as Chairman of the Board.

Mr. Ben B. Blount, Jr. was Executive Vice President --
Planning and Development from 1986 - 1995. Mr. Blount was
President of Kayser Roth Apparel, an apparel manufacturer and
marketer, from 1982 to 1986. Prior to 1982 he was Group Vice
President of the Company. In 1995 he was elected to serve in his
present position as Executive Vice President of Finance, Planning
and Administration and Chief Financial Officer.

Mr. Knowlton J. O'Reilly has served as Group Vice President
of the Company since 1978.

PART II
-------
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
- - ------------------------------------------------------------

Incorporated by reference to the table presented under the
heading "Common Stock Information" on page 23 of the Company's 1996
Annual Report to Stockholders (Exhibit 13 hereto). On August 16,
1996, there were 866 holders of record of the Company's common
stock.



Item 6. Selected Financial Data.
- - ---------------------------------

Incorporated by reference to page 12 of the Company's 1996
Annual Report to Stockholders (Exhibit 13 hereto).






Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
- - ----------------------------------------------------------

Incorporated by reference to page 13 through 15 of the
Company's 1996 Annual Report to Stockholders (Exhibit 13 hereto).

On August 19, 1996, the Company authorized the purchase of up to 500,000
shares of its common stock in privatley negotiated and open market purchases.


8. Financial Statements and Supplementary Data.
- - -----------------------------------------------------

Financial statements, including selected quarterly financial
data, are incorporated by reference to pages 16 through 23 of the
Company's 1996 Annual Report to Stockholders (Exhibit 13 hereto).




Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
- - ---------------------------------------------------------

Not applicable.

PART III
--------

Item 10. Directors and Executive Officers of the Registrant.
- - -------------------------------------------------------------

Information required by this item covering directors of the
Company is incorporated by reference to the information presented
under the heading "Election of Directors - Directors and Nominees"
in the Company's Proxy Statement, which will be filed with the
Securities and Exchange Commission not later than 120 days after
May 31, 1996. Information required by this Item covering executive
officers of the Company is set forth under Item 4A of this Report.


Item 11. Executive Compensation.
- - ---------------------------------

Incorporated by reference to the information presented under
the heading "Executive Compensation and Other Information" in the
Company's Proxy Statement, which will be filed with the Securities
and Exchange Commission not later than 120 days after May 31, 1996.



Item 12. Security Ownership of Certain Beneficial Owners and
Management.
- - -------------------------------------------------------------

Incorporated by reference to the information presented under
the heading "Beneficial Ownership of Common Stock" in the Company's
Proxy Statement, which will be filed with the Securities and
Exchange Commission not later than 120 days after May 31, 1996.



Item 13. Certain Relationships and Related Transactions.
- - ---------------------------------------------------------

Incorporated by reference to the information presented under
the heading "Executive Compensation and Other Information -
Compensation Committee Interlocks and Insider Participation" in the
Company's Proxy Statement, which will be filed with the Securities
and Exchange Commission not later than 120 days after May 31, 1996.



PART IV
-------

Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
- - -----------------------------------------------------------------

(a) 1. Financial Statements
--------------------

Included on pages 16 through 23 of the 1996 Annual Report to
Stockholders (Exhibit 13 hereto) and incorporated by reference in
this Form 10-K:


Report of Independent Public Accountants.

Consolidated Balance Sheets at May 31, 1996 and
June 2, 1995

Consolidated Statements of Earnings for years ended
May 31, 1996, June 2, 1995 and June 3, 1994.

Consolidated Statements of Stockholders' Equity for
years ended May 31, 1996, June 2, 1995 and June 3,
1994.

Consolidated Statements of Cash Flows for years ended
May 31, 1996, June 2, 1995 and June 3, 1994.

Notes to Consolidated Financial Statements for years
ended May 31, 1996, June 2, 1995 and June 3, 1994.


2. Financial Statement Schedules
-----------------------------

Included herein:

Report of Independent Public Accountants on
Financial Statement Schedule.

Schedule II - Valuation and Qualifying Accounts.




3. Exhibits
--------

3(a) Articles of Incorporation of the Company. Incorporated by
reference to Exhibit 3(a) to the Company's Form 10-Q for the
fiscal quarter ended August 28, 1992.


3(b) Bylaws of the Company. Incorporated by reference to Exhibit
3(b) to the Company's Form 10-K for fiscal year ended June
3, 1994.


10(a) Split-Dollar Life Insurance Agreement. Incorporated by
reference to Exhibit 10(a) to the Company's Form 10-K for
the fiscal year ended May 29, 1992.

10(b) Group Life Insurance Plan, effective January 1, 1993.
Incorporated by reference to Exhibit 10(b) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.

10(c) 1984 Stock Option Plan. Incorporated by reference to
Exhibit 28 to the Company's Form 8-K filed January 17, 1991.

10(d) Long Range Incentive Plan, as amended through July 31, 1992.
Incorporated by reference to Exhibit 10(d) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.

10(e) Summary of Executive Medical Reimbursement Plan.
Incorporated by reference to Exhibit 10(e) to the Company's
Form 10-K for the fiscal year ended June 3, 1994.

10(f) Management Incentive Bonus Program, as amended through June
1, 1991.

10(g) Executive Officers' Long Range Incentive Plan. Incorporated
by reference to Exhibit 10(g) to the Company's Form 10-K
for the fiscal year ended May 28, 1993.

10(h) 1992 Stock Option Plan. Incorporated by reference to
Exhibit A, "1992 Stock Option Plan", to the Company's Proxy
Statement dated August 28, 1992. The 1992 Stock Option Plan
was approved on October 5, 1992 by the Company's
shareholders.

10(j) Note Agreement between the Company and SunTrust Bank dated
December 1, 1995 covering the Company's long term note due
June 30, 1997. Incorporated by reference to Exhibit 10(j)
to the Company's Form 10-Q for the fiscal quarter ended
March 1, 1996.

11 Statement re computation of per share earnings.

13 1996 Annual Report to Stockholders (furnished for the
information of the Commission and not deemed "filed" or part
of this Form 10-K except for those portions expressly
incorporated herein by reference).

24 Consent of Arthur Andersen LLP



25 Powers of Attorney.


27 Financial Data Schedule.

The Company agrees to file upon request of the Securities
and Exchange Commission a copy of all agreements evidencing
long-term debt of the Company and its subsidiaries omitted
from this report pursuant to Item 601(b)(4)(iii) of
Regulation S-K.

Shareholders may obtain copies of Exhibits without charge
upon written request to the Corporate Secretary, Oxford
Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta,
Georgia 30308.


(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Oxford Industries, Inc.





/s/J. Hicks Lanier
------------------
Chairman and President


Date: August 22, 1996
---------------
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Company in the capacities and on the dates
indicated.

Signature Capacity Date
- - -------------------------- ----------------- ---------





/s/J. Hicks Lanier Chairman and 08/22/96
- - -------------------------- President, Chief --------
J. Hicks Lanier Executive Officer
and Director




/s/Ben B. Blount Jr. Executive 08/22/96
- - -------------------------- Vice President, --------
Ben B. Blount Jr. Chief Financial
Officer and
Director




/s/Debra A. Pauli Controller and 08/22/96
- - -------------------------- Chief Accounting --------
Debra A. Pauli Officer







/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
Cecil D. Conlee*



/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
John B. Ellis*



/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
Thomas Gallagher*



/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
Clifford M Kirtland, Jr.*


/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
J. Reese Lanier*



/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
R. William Lee, Jr.*



/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
Knowlton J. O'Reilly*


/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
Clarence B. Rogers, Jr.*



/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
Robert E. Shaw*



/s/David K. Ginn Director 08/22/96
- - -------------------------- --------
E. Jenner Wood*

*by power of attorney




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE



To Oxford Industries, Inc.:


We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements included
in Oxford Industries, Inc.'s 1996 Annual Report to Stockholders
incorporated by reference in this Form 10-K, and have issued our
report thereon, dated July 12, 1996. Our audits were made for the
purpose of forming an opinion on the basic financial statements
taken as a whole. The schedule listed in Item 14(a)2 is the
responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's
rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required
to be set forth therein in relation to the basic financial
statements taken as a whole.




ARTHUR ANDERSEN LLP


Atlanta, Georgia
July 12, 1996

































OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
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Column A Column B Column C Column D Column E
- - ---------------------- ---------- -------------------- ---------- --------
Additions Deductions
---------- --------------------- ----------
Balance at Charged Balance
Beginning to at End
Description of Period Income Recoveries Write-Offs of Period
- - ---------------------- ---------- ---------- ---------- ---------- ----------

Reserves for losses
from accounts receivable:

Year ended June 3, 1994 $1,993,000 $1,793,000 $73,000 $1,559,000 $2,300,000
========== ========== ======= ========== ==========

Year ended June 2, 1995 $2,300,000 $326,000 $367,000 $293,000 $2,700,000
========== ========== ======== ========== ==========

Year ended May 31, 1996 $2,700,000 $234,000 $199,000 $333,000 $2,800,000
=========== =========== ======== ======== ==========