SEC Division of Corporation Finance no-action letter: I.C. Isaacs & Company, Inc.

Securities Exchange Act of 1934, Section 12(h); Rule 12h-3 Securities Exchange Act of 1934, Section 13(a) Securities Exchange Act of 1934, Section 15(d) TERRENCEL SHEN PARTNER PHONE 212-715-7819 FAX 212-715-8000 TSHENBKRAMERLEVIN COM BY E-MAIL Office of the Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 E-mail: cfletters@sec.gov Re: I.C. Isaacs & Company, Inc.

(Commission File No. 000-23379)

Ladies and Gentlemen:
On behalf of LC. Isaacs & Company, Inc., a Delaware corporation ("Isaacs" or the "Company"), we are writing to request that the staff of the Division of Corporation Finance (the "Staff ') of the Securities and Exchange Commission (the "Commission") confirm that it will not recommend enforcement action to the Commission if, under the circumstances described in this letter, Isaacs files a certification on Form 15 to terminate the registration of its common stock (the "Common Stock") under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and to suspend its obligation to file periodic and current reports under Sections 13(a) and 15(d) of the Exchange Act with respect to its Common Stock. In connection with the foregoing, the Company is seeking confirmation that Rule 12h-3(c) will not preclude the Company fiom filing the Form 15. Subject to receiving the relief requested in this letter, the Company intends to complete the filing of the Form 15 prior to the filing deadline for its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,2008. Background Isaacs is a designer and marketer of branded jeanswear and sportswear. The Company was founded in 1913 and incorporated in the State of Delaware. The Company is current in all I~~~AYENUEOPTHEAMERICAS NEWYORKNY 10036-2714 P~0~~212.715.9100 FAX212.715.8000 WWW.KRhMERLEY1N.CQM ALSO AT47AVENUE HOCHE 75008 PARlSFRANCE KL2 2561062 12