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    Arent
      Fox
      PLLC

    1675
      Broadway

    New
      York,
      New York 10019-5820

    September
      27, 2005

    United
      States Securities and

    Exchange
      Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attn:
      Adam Phippen, Staff Accountant

    Re: I.C.
      Isaacs & Company, Inc. (the “Company”)

    Registration
      Statement on Form S-2

    File
      No.
      333-125396

    Annual
      Report on Form 10-K for the Fiscal Year Ended December 31, 2004, as
      amended

              File
                No. 0-23379

    Dear
      Mr.
      Phippen:

    In
      accordance with your recent telephone conversation with Eugene Wielepski and
      Tim
      Tumminello, the Chief Financial Officer and Controller, respectively, of the
      Company, and my telephone conversation with you last week, I have provided
      you
      with the Company’s proposed responses to the comments contained in Mr. Owings’
      letter dated August 17, 2005. I have also provided to you a proposed amendment
      to the Company’s 2004 Form 10-K which incorporates revisions that conform to the
      Company’s proposed responses to those comments.

    In
      the
      event that you advise me that the proposed responses and amendments are
      acceptable, and that no further amendments need to be made with regard to the
      10-K, the Company will file

            ·

              the
                amendment to the 10-K

            ·

              amendments
                to its March 31and June 30, 2005 Forms 10-Q which contain disclosures
                conforming to the changes made in the Form 10-K amendment,
                and

            ·

              a
                new amendment to its S-2 Registration
                Statement.

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

    General

            1.

              We
                note your proposal to address all of the comments issued in our letter
                dated June 28, 2005 via future filings. However, we believe the revisions
                in the aggregate are substantive enough, particularly in light of
                your
                recent Form S-2 fling, to warrant an amendment to your Form 10-K
                for the
                fiscal year ended December 31, 2004. Please note that the revisions
                should
                be made for all of the prior comments and not just for the issues
                subject
                to further comment below. Also, please make conforming amendments
                to your
                subsequent filings on Forms 10-Q, to the extent
                applicable.

      Adam
        Phippen

      September
        27, 2005

      Page
        2

    Response
      to Comment 1

    The
      attached proposed Amendment No. 2 to the Company’s 2004 Form 10-K addresses all
      of the comments contained in Mr. Owings’ letters dated June 28 and August 17,
      2005.

    Item
      7, Management’s Discussion and Analysis of Financial Condition and …, page 14

    Year
      Ended December 31, 2004 Compared to Year Ended December 31, 2003, page
      15

            2.

              We
                have reviewed your proposed disclosures in response to comment 1
                in our
                letter dated June 28, 2005 and find the proposed disclosures very
                difficult to understand. Also, we are unclear as to why the systems
                limitations you discuss would impact your ability to provide the
                requested
                disclosures. In this regard, we believe you could discuss the overall
                change in your net sales by discussing first the factors that contributed
                to the overall change in gross sales, and then discussing separately
                the
                change in sales returns and allowances and how this impacted net
                sales for
                the year.

              With
                respect to your discussion of the overall change in your gross sales,
                it
                appears, based on the information you have provided, that the change
                in
                overall sales volumes did not contribute significantly to the increase
                in
                gross revenues in fiscal 2004. Rather, the increased selling prices
                of
                your products, coupled with an increase in the volume of products
                sold at
                regular prices, rather than at promotional/discounted prices, caused
                the
                overall increase in gross revenues. If this is the case, please clarify
                your disclosure accordingly and attempt to provide the information
                in a
                summarized format, as appropriate. If our understanding is incorrect,
                please revise your disclosure to further clarify. Also, please note
                that
                the prior comment was issued with respect to the discussion of your
                results of operations in general, and not just with respect to the
                discussion of the changes in your net sales. Please revise your
                disclosures accordingly.

    Response
      to Comment 2

    The
      Company has revised the disclosures contained in its 2004 Form 10-K to provide
      more comprehensible reasons for the changes in its gross sales.

    Item
      15. Exhibits, Financial Statement Schedules, page 24

              We
                reviewed your response to comment 3 in our letter dated June 28,
                2005.
                Please address the part of the comment that relates to your Form
                10-K
                exhibit requirements, as it appears your response addresses only
                your
                proposed revisions to the Form S-2. As indicated in the prior comment,
                it
                appears that you have omitted from your Form 10-K a number of exhibits
                required by Item 601 of Regulation S-K, including but not limited
                to your
                Articles of Incorporation, your Bylaws, your code of ethics, the
                listing
                of your subsidiaries, and copies of material contracts, such as the
                Framework Agreement. Please revise to either include all required
                exhibits
                or to incorporate them by reference to previously filed documents.

      Adam
        Phippen

      September
        27, 2005

      Page
        3

    Response
      to Comment 3

    The
      proposed amendment to the 2004 Form 10-K contains all of the exhibits required
      pursuant to Item 602 of Regulation S-K. Please note that the Framework
      Agreement, as well as the agreements executed by the Company in connection
      therewith are no longer in effect. Accordingly, they have not been included
      in
      the Exhibit Index.

    Consolidated
      Financial Statements, page F-2

    Consolidated
      Statements of Operations, page F-3

              We
                reviewed your response to comment 4 in our letter dated June 28,
                2005 and
                continue to believe you should revise your financial statements to
                present
                the loss on sale of property as an operating item. Refer to paragraph
                45
                of SFAS 144. We note your arguments that the land was never utilized
                in
                operations. However, we understand that you purchased the land in
                order to
                build a more modern distribution facility and believe your later
                decision
                to continue using your current facility as an operating decision
                that had
                consequences that should be reflected in operating income. Please
                revise
                your financial statements
                accordingly.

    Response
      to Comment 4

    The
      Company has reclassified the loss on sale of the property as an operating
      item.

    The
      accompanying marked Amendment to the Form 10-K has been prepared specifically
      to
      facilitate your review of the changes that the Company intends to make in
      response to the comments contained in Mr. Owings’ letters dated June 28 and
      August 17, 2005. If you find the proposed changes to be acceptable, the Company
      will file the proposed Amendment No. 2 to the 2004 Form 10-K that was attached
      to the email by which this letter was transmitted to you.

    Upon
      the
      filing of that Amendment, the Company will file appropriate amendments to its
      March 31 and June30, 2005 Forms 10-Q and its S-2 Registration Statement.

      Adam
        Phippen

      September
        27, 2005

      Page
        4

    I
      you
      have any questions regarding the responses contained in this letter, please
      do
      not hesitate to contact me at your convenience at 212-484-3917.

              Respectfully,
                yours

              /s/
                Steven D. Dreyer

              Steven
                D. Dreyer

    SDD/lo

    Enclosures

    cc:
       Eugene
      Wielepski