SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of May, 2004

Commission File Number: 000-11743

WACOAL CORP.

29, Nakajima-cho, Kisshoin, Minami-ku
Kyoto, Japan
(Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

     If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

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Wacoal Corp.
Form 6-K

TABLE OF CONTENTS

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     Consolidated and Non-consolidated Financial Statements for the Year Ended March 31, 2004

     On May 10, 2004, we released our consolidated and non-consolidated financial statements, and accompanying information, for the year ended March 31, 2004. Attached as Exhibit 1 hereto is an English translation of the release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     The attached financial statements, and accompanying information, contain forward-looking statements that are based on our current expectations, assumptions, estimates and projections about our company, our industry and other relevant factors. The forward-looking statements are subject to various risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts. The forward-looking statements discuss future expectations, identify strategies, contain projections of results of operations or of financial condition, or state other “forward-looking” information. Forward-looking statements are contained in the sections entitled “2. Forecast of Consolidated Results for the Year Ending March 2005 (April 1, 2004 to March 31, 2005)”, “II. Management Policies”, “III. Business Results and Financial Condition”, “2. Forecast of Business Results for the Year Ending March 2005 (April 1, 2004 to March 31, 2005)”, and elsewhere in the attached financial statements and accompanying information.

     Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those expressed or implied by any forward-looking statement contained in the attached financial statements and accompanying information. Among the factors that you should bear in mind as you consider any forward-looking statement are the following:

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     The information contained in the section entitled “Item 3—Key Information—Risk Factors” of our Annual Report on Form 20-F for the fiscal year ended March 31, 2003 also identifies factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement contained in the attached financial statements and accompanying information. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the foregoing list or the information provided elsewhere in our annual report to be a complete set of all such factors.

     We undertake no obligation to update any forward-looking statements contained in the attached financial statements and accompanying information, whether as a result of new information, future events or otherwise.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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EXHIBIT 1

Consolidated and Non-consolidated Financial Statements for the
Year Ended March 31, 2004

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Consolidated Financial Statements for the Year Ended March 2004 [U.S. Accounting Standards]

May 10, 2004

Date of Meeting of Board of Directors to Approve Financial Statements: May 10, 2004
Application of U.S. Accounting Standards: Yes

(Reference) Expected net earnings per share (annual basis): 55.57 yen

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I. Status of Corporate Group

     Our corporate group consists of Wacoal Corp. (the “Company”), 37 subsidiaries and 9 affiliated companies, and is principally engaged in the manufacture and wholesale distribution of innerwear (mainly women’s foundation wear, lingerie, nightwear and children’s underwear), outerwear, sportswear, and other textile goods and related products, as well as the wholesale and direct sales of certain products to consumers. The corporate group also conducts business in the areas of restaurant, culture, services and interior design.

     Segment information and a summary of Wacoal companies is as follows:

     The business distribution diagram is as follows:

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II. Management Policies

     As a “Female Affinity Company”, our group endeavors to support a beautiful lifestyle for women. By capturing both body and mind, and by working to support each and every woman’s expression of their own inner and outer beauty, we are working actively to develop our “Body Designing Business”. In order to put this theme into action, and to gain the loyalty of our customers, we will provide “Authentic Value” through beauty, comfort and health products and services in our “Intimate Apparel” and “Wellness” businesses. We believe that such business activities will appeal to customers and enhance their loyalty to our “Wacoal” corporate brand. We believe that by gaining customer support through these business activities, we can continue the growth of our company. Under the assumption that the expansion of business operations will increase profits and contribute to employee job satisfaction, we will endeavor to seize markets and create new value.

     In the meantime, we recognize that it is essential to engage in CSR (“Corporate Social Responsibility”) activities—such as involvement in environmental issues—in order to gain trust and support from society. We believe that operating our business with due attention to CSR, and promoting activities that contribute to society in areas where we can make the most of Wacoal’s originality, is part of improving our brand power and establishing our competitive position.

     With respect to our dividend policy, we will endeavor to continue our pattern of steady dividends, all the while giving consideration to the appropriate dividend payout.

     Moreover, as part of increasing shareholder value and returning profits to shareholders, we have over the last four years repurchased and cancelled a total of 10,100,000 shares of the Company. We will continue to examine such measures in the future.

     We have actively invested in existing sales markets, developing new “SPA” (Special Retailer of Private Label Apparel) stores, developing points of contact with customers, and launching new overseas business locations. We hope that these efforts will benefit our shareholders by improving future profits.

     It is important that our group promote the long-term stable retention of our company shares by investors, while also broadening our investor base. To do so, we believe lowering the price of the investment unit for the benefit of individual investors to be an effective measure. Going forward, taking stock market trends into consideration and examining the necessary costs and effects of this policy, we will proceed to take careful measures while attaching great importance to shareholders.

     Our target is to achieve ROE (return on equity) of 6% or higher and an operating income margin of 9% or higher.

     To take the full advantage of limited management resources, we will “select and focus business operations” by concentrating management resources on competitive areas to increase profits, while also expanding our business operations by broadening the scope of such competitive areas and fields. In this respect, we have been conducting a positioning analysis of our business portfolio based on profitability and growth potential. As key factors in our future growth, we aim to further strengthen the market position of our Wacoal and Wing brand inner wear businesses, which are both highly profitable and showing stable growth, and at the same time increase the profitability of our catalogue, wellness and SPA businesses, which are expected to have growth potential but which have yet to achieve full profitability. We will implement three-year priority policies for the expansion of these business operations, and will actively invest in these areas.

     With an aim towards corporate sustainability and social responsibility, we will develop a framework to address corporate ethics and environmental issues.

Three Year Priority Policies (Medium-Term Business Plan)

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Corporate Social Responsibility

     The goal of our basic corporate governance policy is to promote our corporate values in a stable manner, through improving management efficiency and transparency from the viewpoint of all stakeholders, including customers and shareholders.

     Specifically, we have reformed our corporate organization and meeting procedures to reinforce the decision-making and supervising authority of the board of directors and to clarify responsibilities for business operations. In June 2002, the Company introduced a new corporate governance system, and decreased the number of directors from 16 to 13. Since then, the number of directors has been further decreased to 9. In line with the introduction of the corporate officer system, we have established meetings of corporate officers to review the business plans of each business section, report quarterly results, and communicate various instructions and information. Currently, such

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meetings consist of the directors, 19 corporate officers, and 2 full time corporate auditors. When analyzing and reviewing business plans based on corporate-wide policy, the meetings are operated as business strategy meetings.

     In order to increase transparency regarding managerial matters, we have enhanced our IR (“Investor Relations”) activities and made our utmost efforts to actively disclose information to our shareholders and investors. Furthermore, the Company established a Disclosure Committee in August 2003 to develop corporate governance and ensure the creditability of disclosures of financial information.

     Regarding the implementation of corporate ethics practices, in April, 2002, we inaugurated our Corporate Ethics Implementation Committee, and enacted a “Corporate Ethics — Wacoal’s Action Agenda” as a guideline for directors, corporate officers and employees. In addition, we have been working to promote corporate ethics through seminars. In addition, we enacted a “Code of Ethics for Officers and Employees” in May 2004, in response to the U.S. Sarbanes-Oxley Act.

     The following chart shows our system of corporate governance.

(As of April 1, 2004)

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III. Business Results and Financial Condition

1. Business Results

     During the first half of the fiscal year ended March 31, 2004, the Japanese economy was flat, with modest improvement in corporate profits, while consumer spending had not yet fully recovered. In the latter half of the fiscal year, corporate revenues showed marked improvement and consumer spending was propped up by spending on consumer electronics products, such as digital cameras and flat-screen televisions, indicating a steady recovery of the economy.

     Business results in the woman’s fashion industry were heavily affected by unstable weather, including a long rainy season and cool summer during the first half of the fiscal year and unusually warm winter during the second half of the fiscal year. As a result, overall business results were stagnant.

     In this environment, we sought to improve the strength of our products, and while developing products centered on innerwear and focused on consumer needs, we endeavored to develop new points of contact with customers through directly managed stores. With respect to the Wacoal brand, the summer campaign product “T-Shirt Bra NAMI NAMI” and the autumn campaign product “Kanjiru Bra” were favorably received. There was also an increase in sales of high value-added products promoted through department store and boutique channels. Moreover, “La Vie Aisée” and “Gra-P” innerwear, targeting the middle-aged and senior market, continued their favorable results. However, growth in our core product group was stagnant. As for our Wing brand, the high value-added product “Lesiage” and the youth-targeted product “Le Souffle” both performed well, but overall product sales, including campaign products, were sluggish. Seasonal products in Wacoal and Wing brand innerwear were heavily affected by the cool summer and warm winter weather, but the red color underwear released to commemorate the “Year of the Monkey” in 2004 received a high degree of media coverage and boomed in popularity around the end of calendar year 2003 and beginning of calendar year 2004, bringing vitality to a stagnant market.

     Started three years ago and aimed at developing new channels and points of contact with customers, the SPA business has been showing steady development, both in the number of stores and sales amount, thanks to an increase in brand recognition.

     In other areas, our catalogue business showed favorable results, due to a favorable performance in garments and sundries, and a newly issued inner wear sales catalogue, “Wannabe”, in addition to our existing “Love Body” and “Sachet” catalogues. In our Wellness business, our main product, sports conditioning wear “CW-X” showed steady sales; however, summer swimwear was affected by the unusually cool summer, and sales of hosiery and shoes were stagnant.

     As we select and focus our business operations to take full advantage of limited management resources, we terminated our special alliance with Sweden House Co., Ltd., and retired from the business of construction and sales of imported houses at the end of the fiscal year. As a result, our sales in the housing business segment fell short of our business plan.

     With regard to our overseas business, during the first six months of the fiscal year, our Asian affiliated companies showed stagnant growth overall, due to the economic downturn from the SARS epidemic and the war in Iraq, but recovered for the latter half of the fiscal year. The U.S. business environment was affected by the war in Iraq and fears of terrorism, but there was an upturn towards the end of the fiscal year and, as a result, our overseas business achieved better results than in the previous fiscal year.

     Consolidated sales for this fiscal year were 163,155 million yen, a 0.3% decrease compared to the previous fiscal year.

     In terms of profit, although we put great effort into improving operational efficiency by reducing costs through structural reform, operating income for this fiscal year was 3,016 million yen, a 58.5% decrease compared to the previous fiscal year. The decrease was attributable to an asset-impairment loss of 2,574 million yen recorded as an operating expense.

     Pre-tax net income for the current fiscal year was 4,532 million yen, a 1.6% decrease compared to the previous fiscal year, and net income for the current fiscal year was 2,902 million yen, a 0.1% increase compared to the previous fiscal year.

     The Company has obtained approval from the Health and Welfare Ministry to transfer the substitutional portion of its employee pension fund liabilities to the Government of Japan, resulting in gain of 5,577 million yen on a non-consolidated basis under Japan GAAP. U.S. Accounting Standards does not permit recording the gain until the benefit obligations for the substitutional portion and related pension assets are completely transferred to the Government of Japan. As the transfer is pending as of the end of the period, such gain is not reflected in the consolidated financial statements for the period.

     Regarding sales by business category, current fiscal year sales of “textile goods and related products” were 147,377 million yen, a 0.1% decrease compared to the previous fiscal year. “Other” sales during the current fiscal year were 16,332 million yen, a 0.1% decrease compared to the previous fiscal year.

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     Regarding sales by location, “Japan” represented 144,896 million yen, accounting for 88.8% of group sales, whereas “Asia” accounted for 3.0% and “Europe and the U.S.” accounted for 8.2%.

     Concerning the dividend for this fiscal year, as previously announced, the dividend payable will be 15.00 yen per share—an increase of 1.50 yen per share from the original plan of 13.50 yen per share.

2. Financial Condition

     As a result of an increase of accounts receivable, cash flow from operating activities during this fiscal year increased by 2,657 million yen as compared to the previous fiscal year, with a total of 7,858 million yen.

     Cash flow provided by investing activities amounted to 1,328 million yen as a result of redemption of securities, etc.

     Cash flow used in financing activities amounted to 6,138 million yen, owing mainly to the payment of dividends.

     The balance of cash and cash equivalents at the end of this fiscal year was 27,443 million yen, a 197 million yen increase compared to the previous fiscal year.

     Moreover, free cash flow, which has been calculated by subtracting the amount of capital investment from the cash flow from operating activities, amounted to 2,863 million yen.

Trends in certain financial indicators

3. Forecast for the Next Fiscal Year

     Regarding overall business conditions, the domestic economy shows steady recovery as corporate revenues improve due to an increase in exports and production, and consumer spending is picking up. As for other countries, the economy in Europe, U.S. and Asia has been recovering overall.

     In the domestic woman’s fashion industry, although improvement of consumer spending can be expected due to the economic recovery, sales of apparel in large-size retail stores are still stagnant, and severe market conditions will continue.

     Under these circumstances, the Wacoal group will make further efforts to develop products that are specific to each generation of consumers, and we will aggressively pursue our goal of increasing our points of contact with consumers based on our medium-term business plan.

     Our target for the next fiscal year is to achieve sales of 166,000 million yen, operating income of 13,600 million yen, pre-tax net income of 13,600 million yen, and net income of 8,000 million yen.

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IV-1. Consolidated Balance Sheet

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IV-2. Consolidated Income Statement

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IV-3. Consolidated Comprehensive Income Statement

IV-4. Consolidated Shareholders’ Equity Statement

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IV-5. Consolidated Cash Flow Statement

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IV-6. Basic Matters in Preparing Consolidated Financial Statements

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(Notes)

(Unit: Million Yen)

     We and our subsidiaries have several retirement benefit plans. We have adopted a welfare pension fund plan, and some subsidiaries have adopted an eligible pension plan.

     The market value of estimated future payments, increase and decrease of fair value of pension assets, and related information are as follows:

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     Unrecognized loss has been amortized over the length of average remaining service (12 years), and the transition adjustment from adopting the provisions of FASB Standard No. 87 is amortized over 15 years.

     Officers’ Retirement Benefit Plans

     The reserve for officers’ retirement benefits is included in the reserve for retirement benefits. Balance of reserves for officers’ retirement benefits for the year ended March 31, 2004 and the year ended March 31, 2003 are 606 million yen and 604 million yen, respectively.

     The effective corporate tax rate is different from the legal tax rate owing to the following reasons:

     The effect of temporary differences, etc. for deferred tax assets/liabilities is as follows.