U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


Date of Report: May 10, 2005


                           I.C. ISAACS & COMPANY, INC.
               (Exact name of issuer as specified in its charter)


         Delaware                         0-23379                 52-1377061
(State or Other Jurisdiction of       (Commission File          (IRS Employer
Incorporation or Organization)           Number)             Identification No.)


                3840 Bank Street, Baltimore, Maryland 21224-2522
              (Address and Zip Code of Principal Executive Offices)


                                 (410) 342-8200
                         (Registrant's Telephone Number)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

|_|      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

|_|      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


Item 2.02         Results of Operations and Financial Condition.

     On May 10, 2005, the Registrant issued a press release announcing its
earnings for the first quarter ended March 31, 2005. Such press release is
furnished herewith as Exhibit 99.1.

Item 9.01         Financial Statements and Exhibits

     The following financial statements, pro forma financial information and
exhibits have been filed as part of this Report:

         (a)      Financial statements of businesses acquired -- none

         (b)      Pro forma financial information -- none

         (c)      Exhibits

     Number                         Description
     ------                         -----------

       99.1       Press release of I.C. Isaacs & Company, Inc. announcing its
                  earnings for the first quarter ended March 31, 2005.




                                    Signature

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     I.C. Isaacs & Company, Inc.



Dated: May 10, 2005                  By:/s/ Eugene C. Wielepski
                                        -----------------------
                                        Eugene C Wielepski
                                        Chief Finance Officer