SecProbe.io

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Mail Stop 3-8

      				         June 1, 2005

By Facsimile and U.S. Mail

Mr. George Horowitz
Chairman and CEO
Everlast Worldwide, Inc.
1350 Broadway, Suite 2300
New York, NY 10018

      Re:    	Everlast Worldwide, Inc.
      	Form 10-K for the Year Ended
      	December 31, 2004
      	Filed on March 28, 2005
                	File No.  0-25918

Dear Mr. Horowitz:

	We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand the purpose of our review is to assist you
in
your compliance with the applicable disclosure requirements and to
enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you
may
have about our comments or any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Form 10-K for the Year Ended December 31, 2004

Item 7. Management`s Discussion and Analysis of financial
Condition
and Results of Operations, page 15

1. SEC Release No. 33-8350 provides interpretive guidance designed
to
elicit a more meaningful analysis of MD&A.  In addition to your
current discussion, please include further analysis explaining the
underlying reasons of known material trends, events, demands,
commitments and uncertainties. Please elaborate on the following
matters:
* Quantify the estimated impact that eliminating the women`s
apparel
segment and replacing it with a license arrangement will have on
your
results of operations and liquidity and capital resources;
* In your discussion of licensing revenues disclose the number of
new
and pre-existing licensees, revenues attributable to new license
arrangements, changes in revenue for pre-existing licenses and
average revenue per license agreement in existence for the past
two
fiscal periods;
* Explain why selling and shipping costs were a smaller percentage
of
revenue for 2004 in comparison to 2003 in light of increasing fuel
costs and the elimination of the women`s apparel business as well
as
the fixed nature of your transportation costs.  Further, if you
have
a contractual obligation for your transportation costs, please
include it in your table of contractual obligations to the extent
material;
* Provide a meaningful analysis that quantifies and explains your
strategy to meet your operating cash flow needs and contractual
obligations for the upcoming period rather than recite the results
of
your cash flow statement; and
* Identify and describe unused internal and external sources of
liquidity and unused sources of liquid assets.

2. In your table of contractual obligations, please include
interest
and deferred financing payments on long-term debt and notes
payable,
dividend payments on Series A participating preferred stock and
purchase obligations to the extent firm as of the balance sheet
date.
Also, to the extent necessary, include a footnote disclosure of
pertinent information necessary to understand assumptions used
calculating tabular amounts.  See Item 303 (a)(5)(ii)(A) of
Regulation S-K and Section IV of SEC Release 33-8350.

Item 7A. Quantitative and Qualitative Disclosure about Market
Risk,
page 21

3. Please advise or revise your disclosure to provide quantitative
information for interest rate, foreign currency and commodity
price
risks, if applicable, in one of the three suggested disclosure
alternatives in Item 305(a)(i)(A)(1), (2) and (3) of Regulation S-
K.
In your response please show us what your revised disclosures will
look like.

Item 9A. Controls and Procedures, page 21

4. Item 307 of Regulation S-K requires that your certifying
officers
disclose their conclusions regarding the effectiveness of your
disclosure controls and procedures, not their adequacy.   Please
revise accordingly.

Item 15. Exhibits, Financial Statement Schedule and Reports on
Form
8-K, page 22

5. Please include reconciliations for sales allowances and
restructuring liabilities or refer us to your existing disclosure.
In your response please show us what your revised financial
statement
schedule will look like. Reference is made to Rule 12-09 of
Regulation S-X.

Independent Registered Auditor`s Report, page 1-f

6. Please advise or revise the auditor`s signature to reflect the
entire name of the PCAOB registered independent accounting firm,
Berenson & Company LLP.  Also, revise the heading of your report
to
conform to Auditing Standard No.1, as adopted by the PCAOB.

Consolidated Balance Sheets, page 2-f

7. Please provide the gross amounts of accounts receivable
assigned
to factor and amounts due to factor as of December 31, 2004 and
2003
and discuss the legal, contractual or other right to set off that
exists and how you satisfy all of the criteria in paragraph 5 of
FIN
No. 39.  Also, tell us in your response:
* If you record the assigned accounts receivable as a sale or as a
secured borrowing in accordance with paragraphs 9 - 15 of SFAS No.
140 and the basis for your accounting treatment;
* Why you present the changes in assigned receivable and payable
balances on a net basis in your statement of cash flows as opposed
to
a gross presentation based on the gross and net requirements in
paragraphs 11 - 13a. of SFAS No. 95; and
* The name of your factor, your relationship and whether a
factoring
agreement exists.  If an agreement exists tell us why it is not
filed
or incorporated by reference in the exhibit index.

Please note for future filings that paragraph 17a.(2) of SFAS No.
140
requires you to disclose the carrying value and classification of
the
assets pledged as collateral that are not presented separately in
the
financial statements.

Consolidated Statements of Operations, page 3-f

8. Please advise or revise your diluted earnings per share from
continuing operations and diluted earnings per share from
discontinued components to reconcile to your net diluted earnings
per
share.

9. Please tell us the amount of revenue you recognized in fiscal
2004
in connection with your five year license agreement with Jacques
Moret, Inc.

Notes to Consolidated Financial Statements, page 7-f

10. SFAS No. 131 requires public business enterprises to report
certain financial statement information about operating segments
as
well as certain information about their products and services, the
geographic areas they operate and their major customers. In your
response, please advise us why you are not required to provide
such
information or provide a discussion identifying each existing
operating segment identified in accordance with paragraphs 10-15
and
the reportable segments that result from (i) aggregating two or
more
operating segments in accordance with paragraph 17 and (ii) exceed
the quantitative thresholds in paragraph 18.  Also include
disclosures in your financial statements and management`s
discussion
and analysis of financial condition and results of operations as
required by paragraphs 25-28 of SFAS No. 131 and SEC Release No.
33-
8350.  In your response please show us what your revised
disclosure
will look like.

2. Significant accounting policies, page 7-f
q. Revenue recognition, page 11-f

11. You disclose that you participate in various cooperative
advertising programs.    Please tell us how you account for
consideration you provide to direct or indirect customers as
discussed in EITF No. 01-9.  Specifically tell us the following:
* Provide a description of each of the cooperative advertising
programs that you participate;
* The amount of consideration provided to vendors by you in fiscal
years 2004, 2003 and 2002;
* The amount of consideration you characterize as a reduction of
revenue or as an expense; and
* If you characterize the consideration as an expense, please tell
us
in your response how you overcome the criteria in paragraph 9 of
the
Issue.
Alternatively, if you believe EITF 01-9 is not applicable, please
provide us with the applicable accounting pronouncements and
discuss
how you your accounting policies correspond with such
pronouncements.

3. Adoption of SFAS No. 150, page 12-f

12. Please tell us how you determined the carrying value of
preferred
shares approximates their fair value upon reclassification.
Advise
us of what consideration you gave to the market interest rates on
the
date of reclassification and the effective interest rate on
preferred
shares as an appropriate rate to impute interest and record the
liability at its present value.  The reclassification of your
preferred stock to a liability is akin to the redemption of shares
by
issuance of debt and accordingly, the liability should be measured
at
its present value on the date of reclassification and a cumulative
transition adjustment is recognized in your statement of
operations
for the difference between the carrying amount of the preferred
shares and present value of the liability, if any.  Please provide
us
with source and other pertinent information for interest rates
used
in your analysis.  See EITF Topics D-98 and D-42.  We may have
further comments.

4. Disposal of a component, page 13-f

13. In future filings include the disclosures required by
paragraph
47.a. and d. of SFAS No. 144.  In your response, please show us
what
your revised financial statement schedule will look like.

5. Restructuring and non-recurring charges, page 13-f

14. Please tell us how $2.1 million of restructuring costs
representing the discontinuance of certain products and labor as
well
as overhead resulting from idle capacity meet the definition of
costs
associated with an exit activity, as defined in paragraph 2 of
SFAS
No.146.  Include in your response why these costs are present
obligations and discuss the events or transactions that arose
which
leave you with no discretion to avoid the future transfer or use
of
assets to settle such liabilities.

19. Stockholders` equity, page 26-f

15. Please disclose the pertinent rights and privileges for each
of
the common share classes including dividend and liquidation
preferences, participation rights, call and prices dates,
conversion
or exercise prices or rates and unusual voting rights or other
significant terms, as applicable.  See paragraph 4 of SFAS No.
129.
In your response please show us what your revised disclosures will
look like.

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  File your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

		You may contact Brian V. McAllister at (202) 551-3341
or,
Donna Di Silvio at (202) 551-3202, or in their absence, to the
undersigned at (202) 551-3841 if you have any questions regarding
comments on the financial statements and related matters.

									Sincerely,

									Michael Moran
									Accounting Branch
Chief
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Mr. Horowitz
Everlast Worldwide, Inc.
June 1, 2005
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