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                                  June 20, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.                                 DIRECT DIAL: 212.451.2220
Washington, D.C. 20549-0404                       EMAIL: RFRIEDMAN@OLSHANLAW.COM
Attention: Brian V. McAllister

                 Re:  EVERLAST WORLDWIDE, INC. COMMENT LETTER TO
                      FORM 10-K (SEC FILE NO. 0-25918)

Ladies and Gentlemen:

            We  acknowledge  receipt of the letter of comment dated June 1, 2005
from the  Securities  and Exchange  Commission  (the  "COMMISSION  LETTER") with
regard to the annual report of Everlast Worldwide,  Inc., a Delaware corporation
(the  "COMPANY"),  on Form  -10K  (the  "Annual  Report")  and  filed  with  the
securities  and  Exchange  Commission  on March 28, 2005.  We have  reviewed the
letter with the Company and the  Company's  auditors and the  following  are the
Company's  responses  to the  Commission  Letter.  The  section  and page number
references below refer to Annual Report.  The responses are numbered to coincide
with the numbering of the comments in the Commission Letter.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, PAGE 15

l.          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:

            a)  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;

            Response:  The  disclosure  in Item 7 of the Annual  Report shall be
            amended to read as follows (Please note that the changes are in bold
            and italicized):

June 20, 2005
Page 2

            "On  December  17,  2004,  the  Company  entered  into  its  largest
            licensing  agreement in its history,  whereby it licensed its United
            States women's  apparel  business to Jacques Moret,  Inc.  effective
            January 1, 2005.  The Company  believes that its decision to license
            its women's  apparel  business was in its best interests as a result
            of the  licensee's  ability to source  product  cheaper,  due to the
            licensee's  buying  power,   along  with  the  licensee's   expanded
            distribution  available  from its  presence  in certain  channels of
            distribution.  THE  DISCONTINUANCE  OF THE WOMEN'S APPAREL COMPONENT
            AND  ITS  REPLACEMENT  WITH  THE  LICENSE  ARRANGEMENT,  WOULD  HAVE
            IMPROVED THE COMPANY'S NET INCOME  AVAILABLE TO COMMON  STOCKHOLDERS
            BY  APPROXIMATELY   $750,000  IN  2004,  HAD  THE  TRANSACTION  BEEN
            COMPLETED  AT THE  BEGINNING  OF THE YEAR,  AFTER  GIVING  AFFECT TO
            INCOME TAXES,  AND DIVIDENDS  ASSOCIATED WITH ITS SERIES A PREFERRED
            STOCK.  THE COMPANY  BELIEVES  THAT ITS RESULTS OF  OPERATIONS  WILL
            BENEFIT IN 2005 AS WELL. IN ADDITION,  THE COMPANY'S WORKING CAPITAL
            REQUIREMENTS  WOULD HAVE BEEN  DECREASED IN 2004, AND IS EXPECTED TO
            DECREASE IN 2005 AND THEREAFTER AS A RESULT OF CARRYING LOWER LEVELS
            OF ACCOUNTS RECEIVABLE AND INVENTORY.  Accordingly,  the Company has
            reported its results of operations on a GAAP basis,  which  includes
            the  application  of SFAS No. 144  "Accounting  for the  Disposal of
            Long-Lived  Assets"  which  requires  it to report  its  results  of
            operations  of  its  women's  apparel  business  as  a  discontinued
            component for all current and prior periods presented."

            b)  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;

            Response:  The  disclosure  in Item 7 of the Annual  Report shall be
            amended to read as follows (Please note that the changes are in bold
            and italicized):

            "Net licensing revenues were $9.1 million for the year ended 2004 as
            compared to $6.7 million for the year ended  December 31, 2003.  THE
            INCREASE OF $2.4 MILLION,  OR 35.8%,  IN LICENSING  REVENUES IN 2004
            OVER 2003 WAS LARGELY A RESULT OF NEW  LICENSES  ENTERED  INTO ($1.5
            MILLION) AS WELL AS INCREASES IN REVENUES  GENERATED  FROM  EXISTING
            LICENSES, PRIMARILY OVERAGES EARNED ($.9 MILLION). IN 2004 WE HAD 64
            PRE-EXISTING LICENSES, TERMINATED 5 LICENSES AND ENTERED INTO 25 NEW
            LICENSE ARRANGEMENTS.  THE AVERAGE REVENUE FOR LICENSE AGREEMENTS IN
            EXISTENCE FOR THE PAST TWO FISCAL PERIODS IS APPROXIMATELY $120,000.
            THERE HAS BEEN NO CHANGE TO THE AGGREGATE  REVENUE  ATTRIBUTABLE  TO
            PRE-EXISTING LICENSES."

            c)  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;

June 20, 2005
Page 3

            Response:  The  disclosure  in Item 7 of the Annual  Report shall be
            amended to read as follows (Please note that the changes are in bold
            and italicized):

            "Selling and shipping costs were approximately $8.8 million for each
            of the years ended 2004 (20% of net  revenues)  and 2003 (22% of net
            revenues).  WHILE THE COMPANY  INCURRED HIGHER FUEL COSTS (WE DO NOT
            HAVE ANY CONTRACTUAL  OBLIGATIONS FOR ITS TRANSPORTATION  COSTS), IT
            ELIMINATED  A HIGHER  DOLLAR VALUE OF FIXED  SELLING  COSTS FROM THE
            DISCONTINUANCE  OF ITS WOMEN'S COMPONENT  (PRINCIPALLY  SALARIES AND
            BENEFITS),  IN PROPORTION  TO THE RELATED NET REVENUE BASE,  CAUSING
            SELLING  AND  SHIPPING  COSTS  TO  DECLINE  AS A  PERCENTAGE  OF NET
            REVENUES."

            d)  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;

            Response:  The following  paragraph shall be added to page 19 at the
            conclusion  of the Liquidity  and Capital  Resources  section of the
            Annual Report:

            "THE  COMPANY'S  CONTRACTUAL  OBLIGATIONS  CONSIST MAINLY OF THE ITS
            OBLIGATION   TO  REDEEM   CERTAIN   OF  THE   SERIES  A   REDEEMABLE
            PARTICIPATING  PREFERRED STOCK AND TO PAY ASSOCIATED  DIVIDENDS,  AS
            DISCUSSED PREVIOUSLY. AS DISCUSSED IN THE PRECEDING PARAGRAPHS,  THE
            COMPANY'S CONTRACTUAL NEEDS ARE SATISFIED. THE COMPANY ALSO DOES NOT
            PLAN TO SPEND SIGNIFICANT AMOUNTS FOR CAPITAL EXPENDITURES IN 2005."

            e)  Identify and describe  unused  internal and external  sources of
                liquidity and unused sources of liquid assets.

            Response:  The following  paragraph shall be added at the end of the
            2005 Liquidity Outlook section of the Annual Report:

            "THE COMPANY'S ONLY OTHER  EXTERNAL  SOURCE OF LIQUIDITY  WOULD BE A
            SECOND LIEN ON ITS FACILITY IN MOBERLY MISSOURI,  WHICH IT OWNS. THE
            FACILITY WAS RECENTLY  APPRAISED  FOR $4 MILLION AND HAS AN EXISTING
            MORTGAGE OF APPROXIMATELY $3 MILLION."

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.

            Response:  The Company's  table of contractual  obligations  did not
            include deferred financing payments of $570,000 of which $380,000 is
            due within one year and $190,000 is due in 2006. In addition,  since

June 20, 2005
Page 4

            the Company's Series A Preferred Stock contains a dividend, which is
            based on a percentage  of after tax profits,  the Company  cannot at
            this time provide what contractual commitment it will have.

            The table of  contractual  obligations  shall be  amended to read as
            follows (Please note that the classification  "debt instruments" has
            been changed to read as "long term debt obligations):

            "Obligations for all Preferred Stock Redemptions,  debt instruments,
            capital and operating leases and other  contractual  obligations are
            as follows:

                                                                   Payments Due by Period (In 000's)
                                                           -----------------------------------------------
                                                                       Less than
                                                              Total      1 Year     1-3 Years    3-5 Years
                                                           -----------------------------------------------
Preferred Stock redemptions
  and notes payable                                          $29,000     $ 3,000     $21,000     $ 5,000
DEFERRED FINANCING ON NOTES PAYABLE                              570         380         190
LONG TERM DEBT OBLIGATIONS and capital
 lease obligations                                             2,893         249       2,644        --
Operating leases                                               1,616         422       1,194        --
                                                           ---------------------------------------------
Total contractual cash obligations                           $34,079     $ 4,051     $25,028     $ 5,000
                                                           =========     =======     =======     =======

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.

            Response:  The  disclosure  in Item 7A of the Annual Report shall be
            amended to read as follows (Please note that the changes are in bold
            and italicized):

            "Interest:  From time to time the Company invests its excess cash in
            interest-bearing  temporary investments of high-quality issuers. Due
            to the short time the  investments are outstanding and their general
            liquidity,  these  instruments are classified as cash equivalents in
            the Company's  consolidated  balance sheet and the Company  believes
            that these  investments  do not  represent a material  interest rate
            risk  to it.  The  Company's  long-term  debt  obligations  are  the
            mortgage  loan on its Moberly  facility  and its  equipment  finance
            obligations.   The  Company   believes  that  these  long-term  debt
            obligations  do not  represent a material  interest rate risk to the
            Company.  The Company's  notes  payable to its  Principal  Preferred
            Stockholder  has been set at a fixed rate of interest.  BASED ON THE
            COMPANY'S AVERAGE  OUTSTANDING DEBT INSTRUMENTS  SUBJECT TO VARIABLE
            INTEREST  RATES UNDER ITS $20 MILLION  LINE OF CREDIT,  FOR THE YEAR

June 20, 2005
Page 5

            ENDED DECEMBER 31, 2004 OF $16.6 MILLION, A 50 BASIS POINT CHANGE IN
            THE BASE RATE WOULD  RESULT IN AN  APPROXIMATELY  $83,000  CHANGE IN
            INTEREST EXPENSE."

ITEM 9A. CONTROLS AND PROCEDURES, PAGE 71

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.

            Response:  The  disclosure  on page 21 of the Annual Report shall be
            amended to read as follows (Please note that the changes are in bold
            and italicized):

            "(a) Evaluation of Disclosure Controls and Procedures.

            Our  Chief  Executive  Officer  and  Chief  Financial  Officer  have
            reviewed our disclosure controls and procedures as of the end of the
            period  covered  by this  Report.  Based  upon  this  review,  these
            officers concluded that, as of the end of the period covered by this
            Report,  our  disclosure  controls and  procedures  are EFFECTIVE IN
            ENSURING that information required to be disclosed by the Company in
            the reports it files or submits  under the Exchange Act is recorded,
            processed,   summarized  and  reported,   within  the  time  periods
            specified in applicable rules and forms."

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K, PAGE 22

5.          Please include reconciliation 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 12-9 of Regulation S-X.

            Response:  Please see the revised Schedule II attached as Exhibit 1,
            which shall be included in the Annual  Report  amendment  in lieu of
            the prior Schedule II.

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.

            Response:  Please  refer to your current  records that  indicate the
            correct  name  is  Berenson  LLP,  effective  January  1,  2004.  In
            addition,  the  report  of  Berenson  LLP  should  state  Report  of
            Independent Registered Public Accounting Firm and will be revised.

June 20, 2005
Page 6

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