launched Cece Cord division. The increase in personnel costs was attributable to additional personnel hired last year as well as increases in the cost of our health benefits partially offset by decreased bonus expense compared to last year. The decrease in sales commissions resulted from lower sales of fashion sports apparel which are made primarily by an outside sales force.

In fiscal 2005, we recorded a non-cash charge to operations in the amount of $882,000 associated with the sale of our joint venture interest in a factory located in China. We have taken no tax benefit for this charge.

Interest expense and financing charges were $1.1 million in fiscal 2005 compared to $1.2 million in fiscal 2004. We had lower borrowings in fiscal 2005 that were offset by higher interest rates.

We had an income tax expense of $1.3 million for fiscal 2005 compared to an income tax expense of $5.2 million in fiscal 2004. Our effective tax rate was 64.5% in fiscal 2005 compared to 38.5% in fiscal 2004. The higher effective tax rate in fiscal 2005 reflects the charge of $882,000 for which we did not record a tax benefit.

Year ended January 31, 2004 ("fiscal 2004") compared to year ended January 31, 2003 ("fiscal 2003")

Net sales were $225.1 million in fiscal 2004 compared to $203.3 million in fiscal 2003. Net sales of licensed apparel increased to $176.5 million in fiscal 2004 from $107.5 million in fiscal 2003. Sales of licensed apparel constituted 78.4% of our net sales in fiscal 2004 compared to 52.9% of our net sales in fiscal 2003. The increase in sales of licensed apparel was primarily attributable to increased sales of our core and fashion sports apparel ($41.2 million) and a shift in fiscal 2004 in sales to our largest customer from primarily proprietary branded product to primarily licensed product ($20.1 million). Net sales of non-licensed apparel decreased to $48.6 million in fiscal 2004 from $95.8 million in fiscal 2003. The decrease in net sales of non-licensed apparel was primarily due to a decrease in sales of women's and men's leather apparel, primarily as a result of the shift in sales to our largest customer from proprietary branded product to licensed product along with lower sales to this customer.

Gross profit increased to $62.8 million in fiscal 2004 from $49.9 million in fiscal 2003. Commission fee income, for which there is no related cost of goods sold, was $4.3 million in fiscal 2004 compared to $3.3 million in fiscal 2003. The increase in commission fee income over the prior year was in the non-licensed business segment primarily within women's leather apparel. As a percentage of net sales, gross profit increased to 27.9% in fiscal 2004 compared to 24.6% in fiscal 2003.

Gross profit for licensed apparel was $49.6 million in fiscal 2004, or 28.1% of net sales of licensed apparel, compared to $29.0 million in fiscal 2003, or 27.0% of net sales of licensed apparel. The increase in the gross profit margin percentage for licensed apparel was due to sales of higher margin sports apparel product. Gross profit for non-licensed apparel was $13.2 million in fiscal 2004, or 27.3% of net sales of non-licensed apparel, compared to $20.9 million in fiscal 2003, or 21.9% of net sales of non-licensed apparel. The increase in gross profit percentage for non-licensed apparel was primarily a result of losses during the prior fiscal year at the Indonesian facility prior to its closedown in December 2002 (approximately $1.3 million), and the portion ($554,000) of the aggregate charges relating to the closedown of the Indonesian subsidiary that was included in cost of goods sold in fiscal 2003. The increase in gross profit percentage for non-licensed apparel also resulted from the increase in commission fee income in fiscal 2004 while net sales of non-licensed apparel decreased.

Selling, general and administrative expenses increased to $48.0 million, or 21.4% of net sales, in fiscal 2004 from $42.2 million, or 20.8% of net sales, in fiscal 2003. Of this increase, approximately $3.6 million represented increased personnel expenses relating to expansion of our Classics Sports, Cole Haan and Sean John divisions, and increased bonus payments to our officers and employees. In addition, we had increased selling expenses of approximately $2.3 million primarily as a result of commissions paid to independent sales representatives in connection with sales of our Classics Sports apparel and Sean John products, and increased third party shipping costs of approximately $1.3 million as a result of an increase in the number of units required to be shipped, primarily because of increased sales of sports apparel product. These increases were offset, in part, by a reduction in advertising expenses of $938,000 and in bad debts of $504,000.

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Interest and financing charges, net were $1.2 million in fiscal 2004 compared to $1.9 million in fiscal 2003. This decrease resulted primarily from lower borrowings due to lower inventory levels, as well as due to lower interest rates.

As a result of the foregoing, we had income before income taxes of $13.6 million in fiscal 2004 compared to income before income taxes of $2.3 million in fiscal 2003.

Income taxes were $5.2 million in fiscal 2004 compared to $1.9 million in fiscal 2003. Our effective tax rate for fiscal 2004 was 38.5% compared to 83.2% in fiscal 2003. The tax rate in fiscal 2004 reflects the favorable conclusion of Federal and New York State tax audits through the year ended January 31, 2001. The tax rate in fiscal 2003 was significantly higher because we did not take a financial statement tax benefit for some of the charges and expenses relating to the closedown of our Indonesian facility.

Liquidity and Capital Resources

Our primary cash requirements are to fund our seasonal build up in inventories and accounts receivable, primarily during the second and third fiscal quarters each year. Due to the seasonality or our business, we generally reach our maximum borrowing under our asset-based credit facility during our third fiscal quarter. The primary source to meet our cash requirements are borrowings under this credit facility and cash generated from operations. Ordinarily, our capital expenditures are not significant. We have recently entered into a lease that will increase our warehouse space effective October 1, 2005. We expect that we will spend an aggregate of approximately $1.0 million during fiscal 2006 and 2007 to construct the new warehouse space and renovate our existing warehouse space.

Our loan agreement, which was recently extended to May 31, 2008, is a collateralized working capital line of credit with six banks that provides for a maximum line of credit in amounts that range from $35 million to $110 million at specific times during the year. The line of credit provides for maximum direct borrowings ranging from $25 million to $75 million during the year. The unused balance may be used for letters of credit. Amounts available for borrowing are subject to borrowing base formulas and over advances as specified in the agreement.

Direct borrowings under the line of credit bear interest at our option at either the prevailing prime rate (5.75% as of April 1, 2005) or LIBOR plus 225 basis points (5.37% at April 1, 2005). Our assets collateralize all borrowings. The loan agreement requires us, among other covenants, to maintain specified earnings and tangible net worth levels, and limits payments for cash dividends and stock buybacks to an aggregate of $1.7 million without the consent of our lenders.

The amount borrowed under the line of credit varies based on our seasonal requirements. The maximum amount outstanding including open letters of credit, under our loan agreement was approximately $80.1 million during fiscal 2003, $74.7 million in fiscal 2004 and $64.9 million in fiscal 2005. As of January 31, 2004 and 2005, there were no direct borrowings and no banker's acceptances outstanding. Our contingent liability under open letters of credit was approximately $1.8 million at January 31, 2005 compared to approximately $2.8 million as of January 31, 2004.

At January 31, 2005, we had cash and cash equivalents of $16.6 million. We generally use significant cash in the first nine months of our fiscal year as we build inventory and then generate receivables during the July to November period, which normally has our highest sales volumes of the year. During both fiscal 2004 and 2005, we fully repaid our borrowings under our credit agreement in late December.

PT Balihides, our Indonesian subsidiary, had a separate credit facility with an Indonesian bank. In December 2002, we closed the manufacturing facility operated by this subsidiary. The notes payable under this facility represent borrowings as of January 31, 2005 of approximately $770,000. The loan is collateralized by the property, plant, and equipment of this subsidiary. No other G-III entity has guaranteed this loan. We continue to be in discussions with the bank regarding settlement of this debt.

We generated $390,000 of cash from operating activities in fiscal 2005, resulting primarily from a decrease in inventory of $4.3 million and non cash charges for depreciation and amortization expense of $1.3 million and the write-down of $882,000 in our joint venture interest, offset in part by an increase in accounts receivable of $5.5 million. The decrease in inventory in fiscal 2005 resulted primarily from

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reduced fashion sports apparel inventory. Accounts receivable increased primarily due to increased sales in the fourth quarter of fiscal 2005 as compared to fiscal 2004.

In fiscal 2004, we had $12.9 million of cash provided from our operating activities resulting primarily from net income of $8.4 million, a decrease of $2.6 million in inventories, and $1.3 million in non-cash depreciation and amortization expense. The decrease in inventory was attributable to reduced inventory of leather skins associated with lower production of leather apparel.

In fiscal 2003, we had $1.9 million of cash provided from our operating activities resulting primarily from a decrease of $6.2 million in inventories, an increase of $1.9 million of accounts payable and accrued expenses and $1.5 million in non-cash depreciation and amortization expense, offset by an increase of $9.2 million in accounts receivable. The decrease in inventory was attributable to lower levels of leather skins inventory resulting from the shutdown of our Indonesian facility. The increase in accounts receivable was attributable to higher sales in the fourth quarter.

We used $865,000 of cash in investing activities in fiscal 2005. Capital expenditures, which were primarily for leasehold improvements for office and showroom space and computer equipment, amounted to $1.1 million partially offset by the proceeds of $200,000 from the sale of our joint venture interest. In fiscal 2004, we used $693,000 of cash in investing activities to pay for capital expenditures. In fiscal 2003, we used $1.2 million of cash in investing activities to pay an earn-out of $720,000 in connection with the acquisition of certain assets of Gloria Gay, and $443,000 of capital expenditures.

Cash flows generated by financing activities in fiscal 2005 were primarily from financing obtained under a capital lease arrangement ($600,000) and the exercise of stock options ($523,000). We had $493,000 of cash provided by financing activities in fiscal 2004 primarily due to $609,000 received in connection with the exercise of stock options, partially offset by $116,000 in payments of capital lease obligations. We had $249,000 of cash provided by financing activities in fiscal 2003 primarily due to $385,000 received in connection with the exercise of stock options, partially offset by $106,000 in payments of capital lease obligations.

We believe that our cash on hand and cash generated from operations, together with funds available from our line of credit, are sufficient to meet our operating and capital expenditure requirements. We may seek to acquire other businesses in order to expand our product offerings. We may need additional financing in order to complete one or more acquisitions. We cannot be certain that we will be able to obtain additional financing, if required, on acceptable terms or at all.

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised 2004), "Share-based Payment" that will require us to expense costs related to share-based payment transactions with employees. With limited exceptions, SFAS No. 123(R) requires that the fair value of share-based payments to employees be expensed over the period service is received. SFAS No. 123(R) becomes effective for us on February 1, 2006.

We believe the pro forma disclosures in Note A to the financial statements under the caption "Stock Based Compensation" provide an appropriate short term indicator of the level of expense that will be recognized in accordance with SFAS No. 123(R).

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4." SFAS No. 151 requires certain abnormal expenditures to be recognized as expenses in the current period. It also requires that the amount of fixed production overhead allocated to inventory be based on the normal capacity of the production facility. The standard is effective for fiscal years beginning on or after January 1, 2006. We do not expect SFAS No. 151 to have a material effect on our results of operations or financial position.

Off Balance Sheet Arrangements

We do not have any "off-balance sheet arrangements" as such term is defined in Item 303 of Regulation S-K of the SEC rules.

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Tabular Disclosure of Contractual Obligations

As of January 31, 2005, our contractual obligations were as follows (in thousands):

				Payments Due By Period
Contractual Obligations				Total				Less than 1 Year				1-3 Years				3-5 Years				More than 5 Years
Long-Term Debt Obligations(1)				$	770			$	770
Capital Lease Obligations					784				236			$	436			$	112
Operating Lease Obligations					17,503				2,620				5,768				5,584			$	3,531
Minimum royalty payments(2)					36,319				12,558				20,149				3,612
Purchase obligations(3)					1,824				1,824
Total				$	57,200			$	18,008			$	26,353			$	9,308			$	3,531

(1)	Includes notes payable by PT Balihides (an Indonesian subsidiary) under a previously existing line of credit. No other G-III entity has guaranteed this loan.

(2)	Includes obligations to pay minimum scheduled royalty, advertising and other required payments under various license agreements.

(3)	Includes outstanding trade letters of credit, which represent inventory purchase commitments which typically mature in less than six months.

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Impact of Inflation and Foreign Exchange

Our results of operations for the periods discussed have not been significantly affected by inflation or foreign currency fluctuation. We negotiate our purchase orders with foreign manufacturers in United States dollars. Thus, notwithstanding any fluctuation in foreign currencies, our cost for any purchase order is not subject to change after the time the order is placed. However, if the value of the United States dollar against local currencies were to decrease, manufacturers might increase their United States dollar prices for products.

We believe that inflation has not had a material effect on our costs and net revenues during the past three years.

Interest Rate Exposure

We are subject to market risk from exposure to changes in interest rates relating primarily to our line of credit. We borrow under the line of credit to support general corporate purposes, including capital expenditures and working capital needs. All of our debt is short-term with variable rates. We do not expect changes in interest rates to have a material adverse effect on income or cash flows in fiscal 2006. Based on our average borrowings during fiscal 2005, we estimate that each 100 basis point increase in our borrowing rates would result in additional interest expense of approximately $140,000.

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Financial statements and supplementary data required pursuant to this Item begin on page F-1 of this Report.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

	None.

ITEM 9A.    CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, our management, including the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and

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operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in alerting them to material information, on a timely basis, required to be included in our periodic SEC filings. During our last fiscal quarter, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION.

On April 22, 2005, we entered into Amendment No. 5 to our Sixth Amended and Restated Loan Agreement with Fleet National Bank, a Bank of America Company, JPMorgan Chase Bank, N.A., The CIT Group/Commercial Services, Inc., Israel Discount Bank of New York, HSBC Bank USA National Association and Bank Leumi USA. This amendment extended the term of our existing loan agreement for three years to May 31, 2008 and increased the maximum amount available under the loan agreement to $110 million. For a description of the key terms of the loan agreement, as amended by this amendment, see "Liquidity and Capital Resources" in Item 7 of this Annual Report on Form 10-K.

A copy of this amendment is attached as Exhibit 10.3(e) to this Annual Report on Form 10-K.

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

We have adopted a code of ethics and business conduct, or Code of Ethics, which applies to our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. Our Code of Ethics is located on our Internet website at www.g-iii.com under the heading "About G-III". Any amendments to, or waivers from, a provision of our Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions will be disclosed on our internet website within five business days following such amendment or waiver. The information contained on or connected to our Internet website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report we file with or furnish to the Securities and Exchange Commission.

The information contained under the heading "Proposal No. 1 — Election of Directors" in our definitive Proxy Statement (the "Proxy Statement") relating to our Annual Meeting of Stockholders to be held on or about June 9, 2005, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 with the Securities and Exchange Commission is incorporated herein by reference. For information concerning our executive officers and other significant employees, see "Business-Executive Officers of the Registrant" in Item 1 above in this Report.

ITEM 11.	EXECUTIVE COMPENSATION

The information contained under the heading "Executive Compensation" in our Proxy Statement is incorporated herein by reference.

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ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security ownership information of certain beneficial owners and management as called for by this Item 12 is incorporated by reference to the information set forth under the heading "Beneficial Ownership of Certain Stockholders and Management" in the 2005 Proxy Statement.

Equity Compensation Plan Information

The following table provides information as of January 31, 2005, the last day of fiscal 2005, regarding securities issued under the Company's equity compensation plans that were in effect during fiscal 2005.

Plan Category				Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by stockholders					981,949			$	4.87				384,800
Equity compensation plans not approved by stockholders					N/A				N/A				N/A
Total					981,949			$	4.87				384,800

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained under the heading "Certain Relationships and Related Transactions" in our Proxy Statement is incorporated herein by reference.

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information contained under the heading "Principal Accountant Fees and Services" in our Proxy Statement is incorporated herein by reference.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)				1.				Financial Statements.
				2.				Financial Statement Schedules.
								The Financial Statements and Financial Statement Schedules are listed in the accompanying index to consolidated financial statements beginning on page F-1 of this report. All other schedules, for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are shown in the financial statements or are not applicable and therefore have been omitted.
				3.				Exhibits:
				3.1				Certificate of Incorporation.1
				3.2				By-Laws, as amended, of G-III Apparel Group, Ltd. (the "Company").6
				10.1				Employment Agreement, dated February 1, 1994, between the Company and Morris Goldfarb.4
				10.1(a)				Amendment, dated October 1, 1999, to the Employment Agreement, dated February 1, 1994, between the Company and Morris Goldfarb.8
				10.3				Sixth Amended and Restated Loan Agreement, dated April 29, 2002, by and among G-III Leather Fashions, Inc. ("G-III"), the banks signatories thereto (the "Banks"), and Fleet Bank, N.A. ("Fleet Bank"), as Agent.10
				10.3(a)				Amendment No. 1 and Waiver to Sixth Amended and Restated Loan Agreement, dated March 18, 2003, by and among G-III, the Banks and Fleet Bank.11
				10.3(b)				Amendment No. 2 and Waiver to Sixth Amended and Restated Loan Agreement, dated December 1, 2003, by and among G-III, the Banks and Fleet Bank. 13
				10.3(c)				Amendment No. 3 and Waiver to Sixth Amended and Restated Loan Agreement, dated March 12, 2004, by and among G-III, the Banks and Fleet Bank. 13
				10.3(d)				Amendment No. 4 to Sixth Amended and Restated Loan Agreement, dated July 31, 2004. by and among G-III, the Banks and Fleet Bank. 14
				10.3(e)				Amendment No. 5 to Sixth Amended and Restated Loan Agreement, dated April 22, 2005. by and among G-III, the Banks and Fleet Bank.
				10.6				Lease, dated September 21, 1993, between Hartz Mountain Associates and the Company.3
				10.6(a)				Lease renewal, dated May 27, 1999, between Hartz Mountain Associates and the Company.9
				10.6(b)				Lease modification agreement, dated March 10, 2004, between Hartz Mountain Associates and the Company.
				10.6(c)				Lease modification agreement, dated February 23, 2005, between Hartz Mountain Associates and the Company. 13
				10.7				Lease, dated June 1, 1993, between 512 Seventh Avenue Associates ("512") and the Company.4
				10.7(a)				Lease amendment, dated July 1, 2000, between 512 and the Company.9

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				10.8				Lease, dated January 31, 1994, between 512 and the Company.5
				10.8(a)				Lease amendment, dated July 1, 2000, between 512 and the Company.9
				10.10				G-III Apparel Group, Ltd. 1989 Stock Option Plan, as amended.4
				10.11				G-III Apparel Group, Ltd. Stock Option Plan for Non-Employee Directors.2
				10.12				G-III Apparel Group, Ltd. 1997 Stock Option Plan, as amended.13
				10.12(a)				Form of Option Agreement for awards made pursuant to the G-III Apparel Group, Ltd. 1997 Stock Option Plan, as amended.
				10.13				Letter Agreement, dated December 2, 1998, between the Company and Aron Goldfarb.7
				10.14				G-III Apparel Group, Ltd. 1999 Stock Option Plan for Non-Employee Directors, as amended. 13
				10.15				Lease Agreement dated February 1, 2003 between 345 W. 37th Corp. and G-III Leather Fashions, Inc.12
				10.16				Management Services Agreement dated February 1, 2003 between 345 W. 37th Corp. and G-III Leather Fashions, Inc. 12
				10.17				First Amendment of Lease Agreement dated April 1, 2004 between 345 W. 37th Corp. and G-III Leather Fashions, Inc. 13
				10.18				License Agreement dated November 29, 2004 between Kenneth Cole Productions (LIC), Inc. and G-III Apparel Group, Ltd. 14†
				21				Subsidiaries of the Company.
				23.1				Consent of Ernst & Young LLP, dated April 22, 2005.
				31.1				Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2005.
				31.2				Certification by Wayne S. Miller, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2005.
				32.1				Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2005.
				32.2				Certification by Wayne S. Miller, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the year ended January 31, 2005.

1/	Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (no. 33-31906), which exhibit is incorporated herein by reference.

2/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1991, which exhibit is incorporated herein by reference.

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3/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1992, which exhibit is incorporated herein by reference.

4/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1994, which exhibit is incorporated herein by reference.

5/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995, which exhibit is incorporated herein by reference.

6/	Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1997, which exhibit is incorporated herein by reference.

7/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1999, which exhibit is incorporated herein by reference.

8/	Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1999, which exhibit is incorporated herein by reference.

9/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2001, which exhibit is incorporated herein by reference.

10/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2002, which exhibit is incorporated herein by reference.

11/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2003, which exhibit is incorporated herein by reference.

12/	Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2003, which exhibit is incorporated herein by reference.

13/	Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2004, which exhibit is incorporated herein by reference.

14/	Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2004, which exhibit is incorporated herein by reference.

†	Confidential portions omitted.

Exhibits have been included in copies of this Report filed with the Securities and Exchange Commission. We will provide, without charge, a copy of these exhibits to each stockholder upon the written request of any such stockholder. All such requests should be directed to G-III Apparel Group, Ltd., 512 Seventh Avenue, 35^th floor, New York, New York 10018, Attention: Mr. Wayne S. Miller, Secretary.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

				G-III APPAREL GROUP, LTD.
				By				/s/ Morris Goldfarb
								Morris Goldfarb,   Chief Executive Officer

April 27, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Morris Goldfarb		Director, Co-Chairman of the Board and Chief Executive Officer (principal executive officer)		April 27, 2005
Morris Goldfarb
/s/ Wayne Miller		Senior Vice President and Chief Financial and Operating Officer (principal financial and accounting officer)		April 27, 2005
Wayne S. Miller
		Director and Co-Chairman of the Board
Aron Goldfarb
		Director
Thomas J. Brosig
/s/ Pieter Deiters		Director		April 27, 2005
Pieter Deiters
/s/ Alan Feller		Director		April 27, 2005
Alan Feller
/s/ Carl Katz		Director		April 27, 2005
Carl Katz
/s/ Willem van Bokhorst		Director		April 27, 2005
Willem van Bokhorst
/s/ Richard White		Director		April 27, 2005
Richard White
		Director
George J. Winchell

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G-III Apparel Group, Ltd.
Report on Form 10-K for the Fiscal Year Ended
January 31, 2005
EXHIBIT INDEX

10.3(e)				Amendment No. 5 to Sixth Amended and Restated Loan Agreement, dated April 22, 2005 by and among G-III, the Banks and Fleet Bank.
10.6(c)				Lease modification agreement, dated February 23, 2005, between Hartz Mountain Associates and the Company.
10.12(a)				Form of Option Agreement for awards made pursuant to the G-III Apparel Group, Ltd. 1997 Stock Option Plan, as amended.
31.1				Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2005.
31.2				Certification by Wayne S. Miller, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2005.
32.1				Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2005.
32.2				Certification by Wayne S. Miller, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.'s Annual Report on Form 10-K for the year ended January 31, 2005.

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G-III Apparel Group, Ltd. and Subsidiaries

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 15(a))

				Page
Report of Independent Auditors					F-2
Financial Statements
Consolidated Balance Sheets — January 31, 2005 and 2004					F-3
Consolidated Statements of Income — Years Ended January 31, 2005, 2004 and 2003					F-4
Consolidated Statements of Stockholders' Equity — Years Ended January 31, 2005, 2004 and 2003					F-5
Consolidated Statements of Cash Flows — Years Ended January 31, 2005, 2004 and 2003					F-6
Notes to Consolidated Financial Statements					F-8
Financial Statement Schedule
II — Valuation and Qualifying Accounts					S-1

All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are omitted.

F-1

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REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
     of G-III Apparel Group, Ltd.

We have audited the accompanying consolidated balance sheets of G-III Apparel Group, Ltd. and subsidiaries as of January 31, 2005 and 2004, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended January 31, 2005. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of G-III Apparel Group, Ltd. and subsidiaries at January 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 31, 2005, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

New York, New York
March 14, 2005

F-2

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G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

January 31,
(in thousands, except share and per share amounts)

ASSETS				2005				2004
CURRENT ASSETS
Cash and cash equivalents				$	16,574			$	16,072
Accounts receivable, net of allowance for doubtful accounts and sales discounts of $6,690 and $8,922, respectively					24,783				19,304
Inventories, net					24,108				28,361
Deferred income taxes					3,357				5,895
Prepaid expenses and other current assets					3,887				2,928
Total current assets					72,709				72,560
PROPERTY, PLANT AND EQUIPMENT, NET					2,350				1,969
DEFERRED INCOME TAXES					2,050				1,940
OTHER ASSETS					3,486				4,227
				$	80,595			$	80,696
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable				$	770			$	770
Current maturities of obligations under capital leases					202				82
Income taxes payable					104				1,659
Accounts payable					6,565				6,155
Accrued expenses					5,200				6,506
Total current liabilities					12,841				15,172
LONG-TERM LIABILITIES					824				252
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock; 1,000,000 shares authorized; no shares issued and outstanding in all periods
Common stock — $.01 par value; authorized, 20,000,000 shares; 7,521,915 and 7,347,815 shares issued at January 31, 2005 and 2004, respectively					75				73
Additional paid-in capital					28,275				27,325
Accumulated other comprehensive income					50				47
Retained earnings					39,500				38,797
					67,900				66,242
Less common stock held in treasury — 244,817 shares, at cost, at January 31, 2005 and 2004					(970	)			(970	)
					66,930				65,272
				$	80,595			$	80,696

The accompanying notes are an integral part of these statements.

F-3

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G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

				Year ended January 31,
				2005				2004				2003
Net sales				$	214,278			$	225,061			$	203,301
Cost of goods sold					161,534				162,229				153,367
Gross profit					52,744				62,832				49,934
Selling, general and administrative expenses					48,796				48,039				42,201
Non-recurring charge					882								3,556
Operating profit					3,066				14,793				4,177
Interest and financing charges, net					1,086				1,179				1,907
Income before income taxes					1,980				13,614				2,270
Income tax expense					1,277				5,238				1,888
NET INCOME				$	703			$	8,376			$	382
INCOME PER COMMON SHARE:
Basic:
Net income per common share				$	.10			$	1.21			$	.06
Weighted average number of shares outstanding					7,182				6,912				6,764
Diluted:
Net income per common share				$	.09			$	1.14			$	.05
Weighted average number of shares outstanding					7,528				7,348				7,347

The accompanying notes are an integral part of these statements.

F-4

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G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Years ended January 31, 2005, 2004 and 2003
(in thousands, except share amounts)

				Common stock				Additional paid-in capital				Accumulated other comprehensive income				Retained earnings				Common stock held in Treasury				Total
Balance as of January 31, 2002				$	69			$	25,581			$	94			$	30,039			$	(970	)		$	54,813
Employee stock options exercised					2				383																385
Tax benefit from exercise of options									226																226
Foreign currency translation adjustment													(58	)											(58	)
Net income for the year																	382								382
Balance as of January 31, 2003					71				26,190				36				30,421				(970	)			55,748
Employee stock options exercised					2				607																609
Tax benefit from exercise of options									528																528
Foreign currency translation adjustment													11												11
Net income for the year																	8,376								8,376
Balance as of January 31, 2004					73				27,325				47				38,797				(970	)			65,272
Employee stock options exercised					1				522																523
Tax benefit from exercise of options									133																133
Foreign currency translation adjustment													3												3
Issuance of restricted common stock					1				295																296
Net income for the year																	703								703
Balance as of January 31, 2005				$	75			$	28,275			$	50			$	39,500			$	(970	)		$	66,930

The accompanying notes are an integral part of this statement.

F-5

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G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

				Year ended January 31,
				2005				2004				2003
Cash flows from operating activities
Net income				$	703			$	8,376			$	382
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization					1,344				1,275				1,489
Loss on sale of equity investment					882
Write off property plant and equipment of closed subsidiary													268
Write off goodwill relating to closed subsidiary													61
Deferred income tax expense (benefit)					2,428				141				(736	)
Changes in operating assets and liabilities
Accounts receivable					(5,479	)			(147	)			(9,235	)
Inventories, net					4,253				2,587				6,224
Income taxes, net					(1,555	)			(40	)			581
Tax benefit from exercise of options					133				528				226
Prepaid expenses and other current assets					(663	)			(81	)			902
Other assets					(827	)			(158	)			(138	)
Accounts payable and accrued expenses					(896	)			350				1,865
Long-term liabilities					67				22				10
Net cash provided by operating activities					390				12,853				1,899
Cash flows from investing activities
Capital expenditures					(1,065	)			(693	)			(443	)
Purchase of certain assets of Gloria Gay Coats, LLC													(720	)
Sale of joint venture interest for cash					200
Net cash used in investing activities				$	(865	)		$	(693	)		$	(1,163	)

F-6

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G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

				Year ended January 31,
				2005				2004				2003
Cash flows from financing activities
Decrease in notes payable, net												$	(30	)
Proceeds from capital lease obligations				$	600
Payments for capital lease obligations					(149	)		$	(116	)			(106	)
Proceeds from exercise of stock options					523				609				385
Net cash provided by financing activities					974				493				249
Effect of exchange rate changes on cash and cash equivalents					3				11				(58	)
NET INCREASE IN CASH AND CASH EQUIVALENTS					502				12,664				927
Cash and cash equivalents at beginning of year					16,072				3,408				2,481
Cash and cash equivalents at end of year				$	16,574			$	16,072			$	3,408
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest				$	1,385			$	1,381			$	1,645
Income taxes				$	253			$	4,598			$	1,779
Non-cash investing and financing activities:
Acquisition of fixed assets under capital lease				$	174
Issuance of restricted stock				$	296

The accompanying notes are an integral part of these statements.

F-7

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2005, 2004 and 2003

NOTE A — SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:

1.	Business Activity and Principles of Consolidation

As used in these financial statements, the term "Company" or "G-III" refers to G-III Apparel Group, Ltd. and its wholly-owned subsidiaries. The Company designs, manufactures, imports, and markets an extensive range of outerwear and sportswear apparel which is sold to retailers primarily throughout the United States.

The Company consolidates the accounts of all its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated.

References to fiscal years refer to the year ended or ending on January 31 of that year.

2.	Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Company has in excess of $100,000 in one financial institution.

3.	Revenue Recognition

Goods are shipped in accordance with specific customer orders. The Company recognizes sales when the risks and rewards of ownership have transferred to its customer, determined by the Company to be when title to the merchandise passes to its customer. In addition, the Company acts as an agent in brokering sales between its customers and overseas factories. On these transactions, the Company recognizes commission fee income on sales that are financed by and shipped directly to its customers. Title to goods shipped from the Company's overseas vendors transfers to customers when the goods have been delivered to the customer. The Company recognizes commission income upon the completion of the delivery by its vendor to its customer.

4.	Returns and Allowances

We reserve against known charge backs, as well as for an estimate of potential future deductions and returns by customers. The Company establishes these reserves for returns and allowances based on current and historical information and trends. Allowances are established for trade discounts, markdowns, customer advertising agreements and operational charge backs which include shipping violations and freight charges. Estimated costs associated with allowable deductions for customer advertising expenses are reflected as selling, general and administrative expenses. Estimated costs associated with trade discounts and markdowns, net of historical recoveries, operational chargebacks and reserves for returns are reflected as a reduction of net sales. All of these reserves are part of the allowances netted against accounts receivable.

The Company estimates an allowance for doubtful accounts based on the creditworthiness of its customers as well as general economic conditions. Consequently, an adverse change in those factors could affect the Company's estimate.

5.	Inventories

Inventories are stated at the lower of cost (determined by the first-in, first-out method) or market.

F-8

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE A — SIGNIFICANT ACCOUNTING POLICIES   (continued)

6.	Intangibles

The Company purchased the operations and certain assets of Gloria Gay Coats, LLC in January 2001. The purchase price was $3.4 million, which includes contingent payments subsequently paid in an aggregate amount of $2.2 million. The purchase price was allocated to a license agreement acquired in connection with this transaction. The $1.9 million aggregate net intangible asset remaining with respect to the license agreement is included in other assets on the balance sheet and is being amortized using the straight-line method through 2009, the expected life of this license.

7.	Depreciation and Amortization

Depreciation and amortization are provided by straight-line methods in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives.

The following are the estimated lives of the Company's fixed assets:

Machinery and equipment				5 to 7 years
Furniture and fixtures				5 years
Computer equipment and software				2 to 5 years
Building				20 years

Leasehold improvements are amortized over the lease term of the respective leases or the useful lives of the improvements, whichever is shorter.

8.	Impairment of Long-Lived Assets

In accordance with Statements of Financial Accounting Standards ("SFAS") No. 144, the Company annually evaluates the carrying value of its long-lived assets to determine whether changes have occurred that would suggest that the carrying amount of such assets may not be recoverable based on the estimated future undiscounted cash flows of the businesses to which the assets relate. Any impairment loss would be equal to the amount by which the carrying value of the assets exceeded its fair value.

9.	Income Taxes

Deferred income tax assets reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

10.	Joint Venture

The Company had a joint venture with an entity principally to operate a factory located in the People's Republic of China. The Company accounted for the joint venture operations, which were not material, using the equity method of accounting.

In September 2004, the Company committed to sell its interest in the joint venture and, as a result, recorded a non-cash charge of $882,000 to write down the investment to the estimated proceeds of the sale. In January 2005, the Company completed the sale for $200,000, which represented the adjusted carrying value of the investment at the time. The investment balance was $1.2 million at January 31, 2004 and was included in Other Assets. There was no remaining investment balance at January 31, 2005.

F-9

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE A — SIGNIFICANT ACCOUNTING POLICIES   (continued)

11.	Net Income Per Common Share

Basic net income per share has been computed using the weighted average number of common shares outstanding during each period. Diluted net income per share amounts have been computed using the weighted average number of common shares and potential dilutive common shares, consisting of stock options, outstanding during the period. Options to acquire an aggregate of approximately 24,000, 54,000 and 45,000 shares of common stock were not included in the computation of diluted income per common share for the years ended January 31, 2005, 2004 and 2003, respectively, as including them would have been anti-dilutive.

A reconciliation between basic and diluted income per share is as follows:

				Year ended January 31,
				2005				2004				2003
				(in thousands, except per share amounts)
Net income				$	703			$	8,376			$	382
Basic EPS:
Basic common shares					7,182				6,912				6,764
Basic EPS				$	0.10			$	1.21			$	0.06
Diluted EPS:
Basic common shares					7,182				6,912				6,764
Plus impact of stock options					346				436				583
Diluted common shares					7,528				7,348				7,347
Diluted EPS				$	0.09			$	1.14			$	0.05

12.	Stock-based Compensation

The Company grants stock options for a fixed number of shares to employees and directors with an exercise price equal to or greater than the fair value of the shares at the date of grant. The Company has adopted the disclosure-only provision of SFAS No. 123, "Accounting for Stock-Based Compensation," which permits the Company to account for stock option grants in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, the Company recognizes no compensation expense for the stock option grants.

F-10

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE A — SIGNIFICANT ACCOUNTING POLICIES   (continued)

Pro forma disclosures, as required by SFAS No. 148, "Accounting for Stock Based Compensation — Transition and Disclosure," are computed as if the Company recorded compensation expense based on the fair value for stock-based awards at grant date. The following pro forma information includes the effects of these options:

				Year ended January 31,
				2005				2004				2003
				(in thousands, except per share amounts)
Net income — as reported				$	703			$	8,376			$	382
Deduct: Stock-based employee compensation expense determined under fair value method, net of related tax effects					336				310				297
Pro forma net income				$	367			$	8,066			$	85
Earnings per share:
Basic — as reported				$	0.10			$	1.21			$	..06
Basic — adjusted				$	0.05			$	1.17			$	..01
Diluted — as reported				$	0.09			$	1.14			$	..05
Diluted — adjusted				$	0.05			$	1.10			$	..01

The effects of applying SFAS No. 123 on this pro forma disclosure may not be indicative of future results.

13.	Costs of goods sold

Cost of goods sold includes the expenses incurred to acquire, produce and prepare inventory for sale, including product costs, warehouse staff wages, freight in, import costs, packaging materials, the cost of operating our overseas offices and royalty expense. Our gross margins may not be directly comparable to those of our competitors, as income statement classifications of certain expenses may vary by company.

14.	Shipping and Handling Costs

Shipping and handling costs consist of warehouse facility costs, third party warehousing, freight out costs, and warehouse supervisory wages and are included in selling, general and administrative expense. Shipping and handling costs included in selling, general and administrative expenses were $9.6 million, $9.7 million and $7.7 million for the years ended January 31, 2005, 2004 and 2003, respectively.

15.	Advertising Costs

The Company expenses advertising costs as incurred and they are included in selling, general and administrative expense. Advertising costs charged to expense were $5.9 million, $4.6 million and $5.5 million in fiscal 2005, 2004 and 2003, respectively.

16.	Reclassifiations

Certain amounts in the Consolidated Statements of Income for January 31, 2004 and 2003 have been reclassified to conform to the current year presentation.

F-11

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE A — SIGNIFICANT ACCOUNTING POLICIES   (continued)

17.	Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

18.	Fair Value of Financial Instruments

Based on borrowing rates currently available to the Company for bank loans with similar terms and maturities, the fair value of the Company's short-term debt approximates the carrying value. Furthermore, the carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash, accounts receivable and accounts payable) also approximates fair value due to the short-term nature of their maturity.

19.	Foreign Currency Translation

The financial statements of subsidiaries outside the United States, other than Indonesia are measured using local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. Gains and losses from foreign currency transactions of these subsidiaries are included in net earnings.

20.	Effects of Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised 2004), "Share-based Payment" that will require the Company to expense costs related to share-based payment transactions with employees. With limited exceptions, SFAS No. 123(R) requires that the fair value of share-based payments to employees be expensed over the period service is received. SFAS No. 123(R) becomes effective for the company on February 1, 2006.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4." SFAS No. 151 requires certain abnormal expenditures to be recognized as expenses in the current period. It also requires that the amount of fixed production overhead allocated to inventory be based on the normal capacity of the production facility. The standard is effective for fiscal years beginning on or after January 1, 2006. We do not expect SFAS No. 151 to have a material effect on the Company's Consolidated Financial Statements.

F-12

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE B − INVENTORIES

Inventories consist of:

				January 31,
				2005				2004
				(000's)
Finished goods				$	20,761			$	21,777
Work-in-process					83				125
Raw materials					3,264				6,459
				$	24,108			$	28,361

Raw materials of $2.8 million and $6.1 million were maintained in China at January 31, 2005 and January 31, 2004, respectively.

NOTE C — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at cost consist of:

				January 31,
				2005				2004
				(000's)
Machinery and equipment				$	1,544			$	1,536
Leasehold improvements					5,611				5,458
Furniture and fixtures					1,451				1,436
Computer equipment					6,289				5,837
Land and building					969				969
Property under capital leases (Note G)
Computer equipment					184				180
Leasehold improvements					650				200
Furniture and fixtures					150
					16,848				15,616
Less accumulated depreciation and amortization (including $207,000 and $233,000 on property under capital leases at January 31, 2005 and 2004, respectively)					14,498				13,647
				$	2,350			$	1,969

NOTE D — NOTES PAYABLE

Notes payable include foreign notes payable by PT Balihides, the Company's Indonesian subsidiary. The foreign notes payable represent maximum borrowings under a previously existing line of credit of $770,000 with an Indonesian bank, as of January 31, 2005 and 2004. The loan is collateralized by the property, plant, and equipment of the subsidiary and is not the obligation of any G-III entity other than PT Balihides.

The Company's domestic loan agreement, which expires on May 31, 2008, is a collateralized working capital line of credit with six banks that provides for an aggregate maximum line of credit

F-13

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE D — NOTES PAYABLE   (continued)

in amounts that range from $35 million to $110 million at specific times during the year. The line of credit provides for maximum direct borrowings ranging from $25 million to $75 million during the year. The unused balance may be used for letters of credit. Amounts available for borrowing are subject to borrowing base formulas and overadvances specified in the agreement. There was no loan balance outstanding at either January 31, 2005 or 2004 under this agreement. The line of credit includes a requirement that the Company have no loans and acceptances outstanding for 45 consecutive days each year of the lending agreement. The Company met this requirement.

All borrowings under the agreement bear interest at the option of the Company at either the prevailing prime rate (5.75% at April 1, 2005) or LIBOR plus 225 basis points (5.37% at April 1, 2005) and are collateralized by the assets of the Company. The loan agreement requires the Company, among other covenants, to maintain certain earnings and tangible net worth levels, and limits the payment of cash dividends and stock buybacks to an aggregate of $1.7 million without the consent of our lenders.

The weighted average interest rate for amounts borrowed under the domestic loan agreement was 4.0% and 3.5% for the years ended January 31, 2005 and 2004, respectively.

At January 31, 2005 and 2004, the Company was contingently liable under letters of credit in the amount of approximately $1.8 million and $2.8 million, respectively.

NOTE E — NON-RECURRING CHARGE

The unpaid portion of the non-recurring charge is included in "Accrued expenses" on the Consolidated Balance Sheet. The status of the components of the Non-recurring charge was:

				Severance				Accrued Expenses and Other				Professional Fees				Net write-off of Indonesian Assets				Inventory Valuation Impairment				Total
				(000s)
Initial Charge				$	2,050			$	1,040			$	435			$	385			$	200			$	4,110
Utilized in Fiscal 2003					1,123				470				15				385				200				2,193
Reserve at January 31, 2003					927				570				420				—				—				1,917
Utilized in Fiscal 2004					846				139				420				—				—				1,405
Reserve at January 31, 2004					81				431				—				—				—				512
Utilized in Fiscal 2005					15				86				—				—				—				101
Reserve at January 31, 2005				$	66			$	345			$	0			$	0			$	0			$	411

In December 2002, the Company announced its decision to close its manufacturing facility in Indonesia due to rapidly rising costs and losses associated with this facility, as well as the political and economic instability in Indonesia. The fiscal quarter and year ended January 31, 2003 included charges aggregating $4.1 million ($3.4 million on an after-tax basis) in connection with this closedown. In the Company's Consolidated Statements of Income for that year, $3.6 million of these charges were included in "Non-recurring charge" and $554,000 of these charges were included in "Cost of goods sold".

Based on current estimates, management believes that existing accruals are adequate.

F-14

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE F — INCOME TAXES

The income tax provision is comprised of the following:

				Year ended January 31,
				2005				2004				2003
				(000's)
Current
Federal				$	(1,120	)		$	3,971			$	1,402
State and city					(53	)			1,104				462
Foreign					22				22				760
					(1,151	)			5,097				2,624
Deferred tax expense (benefit)					2,428				141				(736	)
				$	1,277			$	5,238			$	1,888
Income (loss) before income taxes
United States				$	1,865			$	13,464			$	2,691
Non-United States					115				150				(421	)

The significant components of the Company's deferred tax asset at January 31, 2005 and 2004 are summarized as follows:

				2005				2004
				(000's)
Supplemental employee retirement plan				$	121			$	118
Officer bonus									340
Provision for bad debts and sales allowances					2,375				3,078
Depreciation and amortization					1,483				1,472
Inventory write-downs					252				1,110
Advertising allowance					300				490
Sales return accrual					428				551
Straight-line lease					327				314
Other					121				362
				$	5,407			$	7,835

F-15

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE F — INCOME TAXES   (continued)

The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the financial statements:

				Year ended January 31, 2005								Year ended January 31, 2004								Year ended January 31, 2003
				Amount				Percent of Income				Amount				Percent of Income				Amount				Percent of Income
				(000's)								(000's)								(000's)
Provision for Federal income taxes at the statutory rate				$	673				34.0	%		$	4,765				35.0	%		$	794				35.0	%
State and city income taxes, net of Federal income tax benefit					330				16.6				738				5.4				218				9.6
Effect of foreign taxable operations					(17	)			(0.8	)			(31	)			(0.2	)			827				36.4
Effect of permanent differences resulting in Federal taxable income					422				21.3				18				0.1				51				2.2
Other, net					(131	)			(6.6	)			(252	)			(1.8	)			(2	)			—
Actual provision for income taxes				$	1,277				64.5	%		$	5,238				38.5	%		$	1,888				83.2	%

Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $2.0 million at January 31, 2005. Those earnings are considered to be indefinitely reinvested and, accordingly, no provision for U.S. income taxes has been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries, as applicable.

F-16

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE G — COMMITMENTS AND CONTINGENCIES

The Company leases warehousing, executive and sales facilities, and transportation equipment under operating leases with options to renew at varying terms. Leases with provisions for increasing rents have been accounted for on a straight-line basis over the life of the lease.

In addition, certain leases have been treated as capital leases. The present values of minimum future obligations are calculated based on interest rates at the inception of the leases. The following schedule sets forth the future minimum rental payments for operating leases having noncancellable lease periods in excess of one year and future minimum lease payments under capital leases at January 31, 2005:

				Operating Leases				Capital Leases
				(in thousands)
Year ending January 31,
2006				$	2,620			$	236
2007					2,850				231
2008					2,918				205
2009					2,790				112
2010					2,794				—
Thereafter					3,531				—
Net minimum lease payments				$	17,503				784
Less amount representing interest									72
Present value of minimum lease payments								$	712
Current portion								$	202
Noncurrent portion									510
Present value of minimum lease payments								$	712

Rent expense on the above operating leases (including the lease with 345 West – see Note J) for the years ended January 31, 2005, 2004 and 2003 was approximately $2.7 million, $2.4 million and $2.2 million, respectively, net of sublease income of $190,000 for the year ended January 31, 2003. There was no sublease income during the years ended January 31, 2005 and 2004.

F-17

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE G — COMMITMENTS AND CONTINGENCIES   (continued)

The Company has entered into license agreements that provide for royalty payments from 3.5% to 12% of net sales of licensed products. The Company incurred royalty expense (included in cost of goods sold) of approximately $12.3 million, $15.3 million and $9.0 million, for the years ended January 31, 2005, 2004 and 2003, respectively. Contractual advertising expense (included in selling, general and administrative expense) were $2.7 million, $2.4 million and $2.4 million for the years ended January 31, 2005, 2004 and 2003, respectively. Based on minimum sales requirements, future minimum royalty and advertising payments required under these agreements are:

Year ending January 31,				Amount
				(in thousands)
2006				$	12,558
2007					13,665
2008					6,484
2009					3,570
2010					42
				$	36,319

The Company has an employment agreement with its chief executive officer which expires on January 31, 2008. The agreement provides for a base salary as well as bonus payments that vary between 3% and 6% of pretax income in excess of $2 million.

NOTE H — STOCKHOLDERS' EQUITY

The loan agreement limits the payment of cash dividends and stock buybacks to an aggregate amount of $1.7 million without the consent of the lenders.

Stock Options

The Company's stock plans authorize the granting of 2,180,000 options to executive officers and key employees and 181,500 options to directors of the Company. It is the Company's policy to grant stock options at prices not less than the fair market value on the date of the grant. Option terms, vesting and exercise periods vary, except that the term of an option may not exceed ten years.

The weighted average fair value at date of grant for options granted during fiscal 2005, 2004 and 2003 was $4.92, $4.99, and $4.21 per option, respectively. The fair value of each option at date of grant was estimated using the Black-Scholes option pricing model. The following weighted average assumptions were used in the Black-Scholes option pricing model for grants in fiscal 2005, 2004 and 2003, respectively:

				2005				2004				2003
Expected stock price volatility				67.5%				65.4%				61.3%
Expected lives of options
Directors and officers				7 years				7 years				7 years
Employees				6 years				6 years				6 years
Risk-free interest rate				3.9%				3.2%				3.6%
Expected dividend yield				0%				0%				0%

F-18

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE H — STOCKHOLDERS' EQUITY   (continued)

Information regarding all options for fiscal 2005, 2004 and 2003 is as follows:

				2005								2004								2003
				Shares				Weighted average exercise Price				Shares				Weighted average exercise price				Shares				Weighted average exercise price
Options outstanding at beginning of year					1,057,749			$	4.67				1,240,020			$	4.17				1,182,650			$	3.33
Exercised					(124,100	)		$	4.22				(227,171	)		$	2.68				(176,598	)		$	2.18
Granted					51,000			$	7.52				59,000			$	7.94				240,000			$	6.88
Cancelled or forfeited					(2,700	)		$	5.36				(14,100	)		$	6.48				(6,032	)		$	4.61
Options outstanding at end of year					981,949			$	4.87				1,057,749			$	4.67				1,240,020			$	4.17
Exercisable					728,449			$	4.08				726,779			$	3.93				813,280			$	3.45

The following table summarizes information about stock options outstanding:

Range of exercise prices				Number outstanding as of January 31,2005				Weighted average remaining contractual life				Weighted average exercise price				Number exercisable as of January 31,2005				Weighted average exercise price
$1.75 - - $3.00					324,991			3.2 years				$	2.40				324,991			$	2.40
$3.01 - - $6.00					269,158			3.0 years				$	4.69				262,358			$	4.67
$6.01 - - $9.00					363,800			7.6 years				$	6.85				134,700			$	6.68
$9.01 - - $10.70					24,000			8.4 years				$	10.51				6,400			$	10.27
					981,949												728,449

Included in the above outstanding options as of January 31, 2004 and 2003 are 25,000 options with an exercise price of $6.50 per share and 25,000 options with an exercise price of $5.50 per share. The fair value of the Company's stock at the date of grant was $3.75 per share. These options were exercised during the year ended January 31, 2005. All other options were issued at an exercise price equal to the fair market value of the Company's stock at the date of grant.

NOTE I — MAJOR CUSTOMER

For the years ended January 31, 2005, 2004 and 2003, one customer accounted for 15.0%, 15.3%, and 20.2%, respectively, of the Company's net sales. In the year ended January 31, 2004, the majority of sales to this customer were generated in the licensed business segment. In the years ended January 31, 2005 and 2003, the majority of sales to this customer were generated in the non-licensed business segment.

F-19

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE J — RELATED PARTY TRANSACTIONS

During the years ended January 31, 2005, 2004 and 2003, G-III leased space from 345 West 37^th Corp. ("345 West"), a property owned by two principal stockholders. Rent and other operating expenses paid by G-III to 345 West during the years ended January 31, 2005, 2004 and 2003, amounted to approximately $200,000, $230,000, and $161,000 respectively.

As of January 31, 2003, an executive of the Company owned an approximate 5% equity interest on a fully diluted basis in Wilsons The Leather Experts Inc. ("Wilsons"), a customer of the Company. During the fiscal year ended January 31, 2004, the executive disposed of the entire investment. In addition, an outside director of the Company owned an approximate 2% indirect equity interest on a fully diluted basis of Wilsons. This director resigned from the Board of Directors of G-III effective January 1, 2004. During the years ended January 31, 2004 and 2003, the years in which the executive had an equity interest, Wilsons accounted for approximately $6.6 million and $8.7 million, respectively, of the Company's net sales.

NOTE K – EMPLOYEE BENEFIT PLANS

The Company maintains a 401(k) plan and trust for nonunion employees. At the discretion of the Company, the Company currently matches 50% of employee contributions up to 3% of the participant's compensation. The Company's matching contributions amounted to approximately $245,000, $208,000, and $186,000, for the years ended January 31, 2005, 2004 and 2003, respectively.

NOTE L — SEGMENTS

The Company's reportable segments are business units that offer different products and are managed separately. The Company operates in two segments, licensed and non-licensed apparel. The following information is presented for the fiscal years indicated below:

				2005								2004								2003
				Licensed				Non- Licensed				Licensed				Non- Licensed				Licensed				Non- Licensed
Net sales				$	145,650			$	68,628			$	176,504			$	48,557			$	107,506			$	95,795
Cost of goods sold					109,159				52,375				126,914				35,315				78,507				74,860
Gross profit					36,491				16,253				49,590				13,242				28,999				20,935
Selling, general and administrative					37,185				11,611				36,579				11,460				25,412				16,789
Non-recurring charge									882																3,556
Operating profit (loss)					(694	)			3,760				13,011				1,782				3,587				590
Interest and financing charges, net					839				247				753				426				886				1,021
Income (loss) before income taxes				$	(1,533	)		$	3,513			$	12,258			$	1,356			$	2,701			$	(431	)
Depreciation and amortization				$	1,035			$	309			$	995			$	280			$	877			$	612

Commission fee income was $2.2 million, $4.3 million, and $3.3 million for fiscal 2005, 2004 and 2003, respectively. This fee income is included in non-licensed net sales and gross profit. The Company allocates all expenses to its two reportable segments. The Company allocates overhead to its business segments on various bases, which include units shipped, space utilization, inventory levels, and relative sales levels, among other factors. The method of allocation is consistent on a year-to-year basis.

F-20

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G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

January 31, 2005, 2004 and 2003

NOTE L — SEGMENTS   (continued)

				2005								2004								2003
				Revenues				Long-Lived Assets				Revenues				Long-Lived Assets				Revenues				Long-Lived Assets
Geographic region
United States				$	213,278			$	6,853			$	224,572			$	6,015			$	200,855			$	6,780
Non-United States					1,000				1,033				489				2,121				2,446				2,021
				$	214,278			$	7,886			$	225,061			$	8,136			$	203,301			$	8,801

Capital expenditures for locations outside of the United States were not significant in each of the fiscal years ended January 31, 2005, 2004 and 2003.

Included in finished goods inventory at January 31, 2005, 2004 and 2003 are $14.0 million and $6.5 million, $15.4 million and $6.4 million, and $10.4 million and $10.6 million, respectively, of inventories for licensed and non-licensed apparel, respectively. All other assets are commingled.

NOTE M — QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data in thousands, except per share numbers, for the fiscal years ended January 31, 2005 and 2004 are as follows:

				Quarter ended
				April 30, 2004				July 31, 2004				October 31, 2004				January 31, 2005
January 31, 2005
Net sales				$	16,498			$	43,975			$	115,406			$	38,399
Gross profit					1,739				10,621				34,048				6,336
Net income (loss)					(4,827	)			(1,660	)(a)			9,897				(2,707	)
Net income (loss) per common share
Basic				$	(0.68	)		$	(0.23	)(a)		$	1.38			$	(0.37	)
Diluted					(0.68	)			(0.23	)(a)			1.33				(0.37	)

				Quarter ended
				April 30, 2003				July 31, 2003				October 31, 2003				January 31, 2004
January 31, 2004
Net sales				$	18,783			$	45,449			$	126,086			$	34,743
Gross profit					4,425				15,831				37,878				4,698
Net income (loss)					(2,627	)			2,718				11,380				(3,095	)
Net income (loss) per common share
Basic				$	(0.38	)		$	0.40			$	1.65			$	(0.44	)
Diluted					(0.38	)			0.37				1.50				(0.44	)

	(a)	Includes a charge of $882,000, net of tax, or $.12 per diluted share, associated with the write-down of the Company's joint venture investment.

F-21

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G-III Apparel Group, Ltd. and Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Column A				Column B				Column C								Column D				Column E
								Additions
Description				Balance at beginning of period				(1) Charged to costs and expenses				(2) Charged to other accounts				Deductions (a)				Balance at end of period
Year ended January 31, 2005
Deducted from asset accounts
Allowance for doubtful accounts				$	1,462			$	304							$	34			$	1,732
Reserve for sales allowances (b)					7,460				4,393								6,895				4,958
				$	8,922			$	4,697							$	6,929			$	6,690
Year ended January 31, 2004
Deducted from asset accounts
Allowance for doubtful accounts				$	1,312			$	422							$	272			$	1,462
Reserve for sales allowances (b)					6,399				5,916								4,855				7,460
				$	7,711			$	6,338							$	5,127			$	8,922
Year ended January 31, 2003
Deducted from asset accounts
Allowance for doubtful accounts				$	614			$	902							$	204			$	1,312
Reserve for sales allowances (b)					5,555				5,303								4,459				6,399
				$	6,169			$	6,205							$	4,663			$	7,711

(a)	Accounts written off as uncollectible, net of recoveries.

(b)	See Note A in the accompanying Notes to Consolidated Financial Statements for a description of sales allowances.

S-1

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                               AMENDMENT NO. 5 TO
                    SIXTH AMENDED AND RESTATED LOAN AGREEMENT
                    -----------------------------------------

          AGREEMENT, made as of the 22nd day of April, 2005 (this "FIFTH
AMENDMENT"), by and among:

          G-III LEATHER FASHIONS, INC., a New York corporation (the "BORROWER");

          The Lenders that have executed the signature pages hereto
(individually, a "LENDER" and, collectively, the "LENDERS"); and

          FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, a national banking
association, as Agent for the Lenders (in such capacity, together with its
successors in such capacity, the "AGENT").

                              W I T N E S S E T H :
                              - - - - - - - - - -

          WHEREAS:

          (A) The Borrower, the Lenders and the Agent are parties to a certain
Sixth Amended and Restated Loan Agreement dated as of April 29, 2002, as amended
pursuant to (i) Amendment No. 1 and Waiver to Sixth Amended and Restated Loan
Agreement dated as of March 18, 2003, (ii) Amendment No. 2 to Sixth Amended and
Restated Loan Agreement dated as of December 1, 2003, (iii) Amendment No. 3 to
Sixth Amended and Restated Loan Agreement dated as of March 12, 2004, and (iv)
Amendment No. 4 to Sixth Amended and Restated Loan Agreement dated as of July
31, 2004 (as so amended, the "ORIGINAL LOAN AGREEMENT"; the Original Loan
Agreement, as amended hereby and as it may from time to time be further amended,
restated, supplemented or otherwise modified, the "LOAN AGREEMENT");

          (B) The Borrower has requested that the Lenders and the Agent increase
the Commitment, extend the Commitment Termination Date and amend certain other
provisions of the Original Loan Agreement, and the Lenders and the Agent are
willing do so, all on the terms and conditions hereinafter set forth; and

          (C) All capitalized terms used herein which are not otherwise defined
herein shall have the respective meanings ascribed thereto in the Original Loan
Agreement;

          NOW, THEREFORE, the parties hereto agree as follows:

          ARTICLE 1. CHANGE IN COMMITMENT.

          SECTION 1.1 COMMITMENT. From and after the date hereof, for purposes
of the Loan Agreement, the Commitment of each Lender shall be the amount set
forth opposite each Lender's name on the signature pages hereto as the same may
be reduced pursuant to the terms of the Loan Agreement, and such amount shall
supersede and be deemed to amend the amount of each Lender's respective
Commitment as set forth opposite its name on the signature pages to the Original
Loan Agreement.




          SECTION 1.2 ADJUSTMENT OF OUTSTANDING LOANS. If any Loans are
outstanding under the Original Loan Agreement on the date hereof, the Lenders
shall on the date hereof, at the direction of the Agent, make appropriate
adjustments among themselves in order to insure that the amount (and type) of
the Loans outstanding to the Borrower from each Lender under the Loan Agreement
(as of the date hereof) are proportionate to the aggregate amount of the
increased total Commitment. The Borrower agrees and consents to the terms of
this Section 1.2.

          ARTICLE 2. AMENDMENTS TO ORIGINAL LOAN AGREEMENT; SUBSTITUTED NOTES.

          SECTION 2.1 The Original Loan Agreement is hereby amended as follows:

          (a) The definition of "Balihides" appearing in Article 1 of the
Original Loan Agreement is deleted in its entirety and all references to
Balihides in the Loan Documents shall be deemed deleted.

          (b) The definition of "Borrowing Base Maximum" appearing in Article 1
of the Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:

          "'Borrowing Base Maximum'" - as of any date during any period set
forth below, the amount set forth opposite such period:

                    Period                            Borrowing Base Maximum
                    ------                            ----------------------
 January 1, 2005 to and including March 31, 2005            $35,000,000

 April 1, 2005 to and including April 30, 2005              $45,000,000

 May 1, 2005 to and including May 31, 2005                  $65,000,000

 June 1, 2005 to and including June 30, 2005               $90,0000,000

 July 1, 2005 to and including September 30, 2005          $110,000,000

 October 1, 2005 to and including October 31, 2005         $105,000,000

 November 1, 2005 to and including November 30, 2005        $90,000,000

 December 1, 2005 to and including December 31, 2005        $50,000,000

 January 1, 2006 to and including the Commitment            $40,000,000
 Termination Date



                                       2


and the respective periods and amounts for each of Fiscal Year 2007, Fiscal Year
2008 and the Stub Period shall be as preliminarily determined by the Lenders and
the Borrower based on the Projections and the business plan (in each case
delivered pursuant to Section 5.10(e)) for Fiscal Year 2007, Fiscal Year 2008
and Fiscal Year 2009, respectively, and the unaudited financial statements
(delivered pursuant to Section 5.10(e)) for Fiscal Year 2006, Fiscal Year 2007
and Fiscal Year 2008, respectively, but in no event shall the periods be of
different durations or the amounts be less than the amounts for the periods
corresponding to the periods set forth above unless the Lenders determine (in
their reasonable discretion) that such periods and amounts warrant adjustment
based upon such Projections, business plan or unaudited financial statements and
such preliminary determination shall become effective after receipt and
satisfactory review by the Lenders of the Financial Statements for Fiscal Year
2007, Fiscal Year 2008 and Fiscal Year 2009, respectively."

          (c) The definition of "Commitment" appearing in Article 1 of the
Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:

          "'Commitment' - One Hundred Ten Million ($110,000,000) Dollars in the
     aggregate, allocated among each of the Lenders, respectively in the amount
     set forth opposite such Lender's name on the signature pages to the Fifth
     Amendment under the caption "Commitment", as such amount is reduced in
     accordance with the terms hereof."

          (d) The definition of "Commitment Termination Date" appearing in
Article 1 of the Original Loan Agreement is deleted in its entirety and the
following is substituted therefor:

          "'Commitment Termination Date' - May 30, 2008."

          (e) The definition of "Direct Debt Sublimit" appearing in Article 1 of
the Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:

          "'Direct Debt Sublimit' - for each period set forth below, the amount
set forth opposite such period:

                    Period                            Direct Debt Sublimit
                    ------                            --------------------
January 1, 2005 to and including May 31, 2005             $25,000,000

June 1, 2005 to and including June 30, 2005               $35,000,000

July 1, 2005 to and including July 31, 2005               $60,000,000

August 1, 2005 to and including October 31, 2005          $75,000,000

November 1, 2005 to and including November 30, 2005       $60,000,000



                                       3

                    Period                            Direct Debt Sublimit
                    ------                            --------------------
December 1, 2005 to and including December 31, 2005       $40,000,000

January 1, 2006 to and including the Commitment           $30,000,000
Termination Date

and the respective periods and amounts for each of Fiscal Year 2007, Fiscal Year
2008 and the Stub Period shall be as preliminarily determined by the Lenders and
the Borrower based on the Projections and the business plan (in each case
delivered pursuant to Section 5.10(e)) for Fiscal Year 2007, Fiscal Year 2008
and Fiscal Year 2009, respectively, and the unaudited financial statements
(delivered pursuant to Section 5.10(e)) for Fiscal Year 2006, Fiscal Year 2007
and Fiscal Year 2008, respectively, but in no event shall the periods be of
different durations or the amounts be less than the amounts for the periods
corresponding to the periods set forth above unless the Lenders determine (in
their reasonable discretion) that such periods and amounts warrant adjustment
based upon such Projections, business plan or unaudited financial statements and
such preliminary determination shall become effective after receipt and
satisfactory review by the Lenders of the Financial Statements for Fiscal Year
2007, Fiscal Year 2008 and Fiscal Year 2009, respectively."

          (f) The definitions of "Existing Standby L/Cs" and "Existing Trade
L/Cs" appearing in Article 1 of the Original Loan Agreement are each amended by
deleting the clause "outstanding on the Closing Date" and substituting therefor
the clause "outstanding on the date of the Fifth Amendment."

          (g) The following new definition is inserted in the appropriate
alphabetical order in Article 1 of the Original Loan Agreement:

          "'Fifth Amendment' - shall mean Amendment No. 5 to Sixth Amended and
     Restated Loan Agreement dated as of April 22, 2005, by and among the
     Borrower, the Lenders and the Agent."

          (h) The definition of "Overadvance" appearing in Article 1 of the
Original Loan Agreement is amended by deleting the chart appearing therein
together with the text immediately beneath the chart and ending before the first
proviso and substituting therefore the following:

                   "Period                                Overadvance
                    ------                                -----------
April 1, 2005 to and including April 30, 2005                 -$0-

May 1, 2005 to and including May 31, 2005                 $10,000,000

June 1, 2005 to and including June 30, 2005               $27,000,000


                                       4


                   Period                                 Overadvance
                   ------                                 -----------
July 1, 2005 to and including July 31, 2005               $27,000,000

August 1, 2005 to and including August 31, 2005           $27,000,000

September 1, 2005 to and including September 15, 2005     $25,000,000

September 16, 2005 to and including September 30, 2005    $20,000,000

October 1, 2005 to and including October 31, 2005         $10,000,000

November 1, 2005 to and including the Commitment               -$0-
Termination Date

and the respective periods and amounts for each of Fiscal Year 2007, Fiscal Year
2008 and the Stub Period shall be as preliminarily determined by the Lenders and
the Borrower based on the Projections and the business plan (in each case
delivered pursuant to Section 5.10(e)) for Fiscal Year 2007, Fiscal Year 2008
and Fiscal Year 2009, respectively, and the unaudited financial statements
(delivered pursuant to Section 5.10(e)) for Fiscal Year 2006, Fiscal Year 2007
and Fiscal Year 2008, respectively, but in no event shall the periods be of
different durations or the amounts be less than the amounts for the periods
corresponding to the periods set forth above unless the Lenders determine (in
their reasonable discretion) that such periods and amounts warrant adjustment
based upon such Projections, business plan or unaudited financial statements,
which preliminary determination shall be made within 70 days of receipt by the
Lenders of such Projections, business plan and unaudited financial statements
and such preliminary determination shall become effective after receipt and
satisfactory review by the Lenders of the Financial Statements for Fiscal Year
2007, Fiscal Year 2008 and Fiscal Year 2009, respectively."

          (i) The definition of "Projections" appearing in Article 1 of the
Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:

          "'Projections' - the balance sheets, income statements and statements
     of cash flow of the Borrower, prepared by the Borrower, as at, and for
     Fiscal Year 2006, Fiscal Year 2007, Fiscal Year 2008 and Fiscal Year 2009,
     as applicable period."

          (j) The definition of "Standby L/Cs" appearing in Article 1 of the
Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:


                                       5


          "'Standby L/Cs' - as defined in Section 2.1(b)(ii) and including the
     Existing Standby L/Cs which continue to be outstanding, all of which shall
     provide for an expiration date no later than August 31, 2008 and shall be
     cash collateralized on and after June 1, 2008 as provided in Section
     2.2(f)."

          (k) The definition of "Trade L/Cs" appearing in Article 1 of the
Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:

          "Trade L/Cs' - sight and time letters of credit issued in favor of
     beneficiaries specified by the Borrower in order to facilitate the
     transportation or purchase of goods from foreign vendors by the Borrower in
     the ordinary course of its business, which goods are consigned to the
     Issuing Bank pursuant to the terms of the Application or otherwise, all of
     which (i) shall have an expiration date of no later than August 31, 2008,
     (ii) shall be cash collateralized on and after June 1, 2008 as provided in
     Section 2.2(f), and (iii) shall include Existing Trade L/Cs."


          (l) The definition of "Stub Period" appearing in Article 1 of the
Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:

          "'Stub Period' - the period from February 1, 2008 through and
     including the Commitment Termination Date."

          (m) Section 2.1(b)(i) is amended by deleting clause (iii) thereof in
     its entirety and substituting therefor the following:

               (i) "(iii) no Trade L/Cs shall expire on a date later than August
          31, 2008 and shall be collateralized on and after June 1, 2008 as
          provided in Section 2.2(f)."

          (n) Section 2.1(b)(ii) is amended by deleting the date "May 31, 2005"
     appearing in clause (iv) thereof and substituting therefor the date "August
     31, 2008."

          (o) Section 2.4(a) is deleted in its entirety and there is substituted
therefor the following:


               "(a) The Loans made by each Lender shall be evidenced by a single
     promissory note of the Borrower in substantially the form of Exhibit A
     annexed to the Fifth Amendment (each, a "SECOND SUBSTITUTED NOTE" and,
     collectively, the "SECOND SUBSTITUTED NOTES"). Each Second Substituted Note
     shall be dated the date of the Fifth Amendment, shall be payable to the
     order of each Lender in a principal amount equal to such Lender's
     Commitment as in effect on the date of the Fifth Amendment and shall
     otherwise be duly completed. All Loans made by each Lender hereunder and
     all payments and prepayments made on account of the principal thereof, and
     all conversions of such Loans shall be recorded by such Lender on the
     schedule attached to its Second Substituted Note (provided that any failure
     by such Lender to make any such endorsement


                                       6


     shall not affect the obligations of the Borrower hereunder or under such
     Second Substituted Note in respect of such Loans). The Second Substituted
     Notes shall be payable as provided in Section 2.7."


          (p) Section 2.4(a) is deleted in its entirety and there is substituted
     therefor the following:

               "(a) The Borrower shall pay to the Agent, for the ratable benefit
     of the Lenders, a non-refundable advisory fee (the "Advisory Fee") in the
     amount of $270,000 (subject to adjustment pursuant to this subsection (a))
     payable as follows:

               $90,000 payable on the consummation of the Fifth Amendment,

               $90,000 payable on February 1, 2006, and

               $90,000 payable on February 1, 2007;

     provided, however, that in the event that the Borrower shall repay all
     Outstanding Obligations and terminate the Commitment at any time after the
     consummation of the Fifth Amendment but prior to February 1, 2007, the
     Borrower shall pay the fees provided for in this Section 2.6(a), to the
     extent such fees shall not have been previously paid by the Borrower, on
     the date of such repayment and termination."

          (q) Section 2.6(b) is amended by deleting the amount "$87,500"
     appearing in the proviso in the first sentence thereof and substituting
     therefor the amount "$105,000."

          (r) Section 6.7 (Notice of Litigation) of the Original Loan Agreement
     is amended by deleting the amount "One Hundred Thousand Dollars ($100,000)"
     appearing therein and substituting therefor the amount "Two Hundred Fifty
     Thousand Dollars ($250,000)."

          (s) Section 6.9(a) of the Original Loan Agreement is deleted in its
entirety and the following is substituted therefor:

               "(a) Have or maintain, with respect to the Parent on a
     consolidated basis, EBITDA on a cumulative basis from the first day of each
     fiscal year through the date set forth below at not less than, or, in the
     case of a loss, not more than, the respective amounts set forth below
     opposite each such last day of the fiscal quarter:

                    "Date                               EBITDA
                    -----                               ------
     April 30, 2005                                  ($10,925,000)

     July 31, 2005                                   ($11,400,000)

     October 31, 2005                                  $9,725,000

     January 31, 2006                                  $6,700,000



                                       7


and the respective amounts for each of Fiscal Year 2007, Fiscal Year 2008 and
the Stub Period shall be preliminarily determined by the Majority Lenders and
the Borrower based on the Projections and business plan (in each case delivered
pursuant to Section 5.10(e)) for Fiscal Year 2007, Fiscal Year 2008 and Fiscal
Year 2009, respectively and the unaudited financial statements (delivered
pursuant to Section 5.10(e)) for Fiscal Year 2006, Fiscal Year 2007 and Fiscal
Year 2008, respectively, but in no event shall the periods be of different
durations or the amounts be less than (if such amount is negative) or greater
than (if such amount is positive) the amounts for the periods corresponding to
the periods set forth above unless the Majority Lenders determine (in their
reasonable discretion) that such periods and amounts warrant adjustment based on
the financial condition of the Borrower as set forth in the applicable
Projections, business plan or unaudited financial statements, which preliminary
determination shall be made within 60 days of receipt by the Lenders of such
Projections, business plan and unaudited financial statements, and such
determination shall become effective after receipt and satisfactory review by
the Lenders of the Financial Statements for Fiscal Year 2007, Fiscal Year 2008
and Fiscal Year 2009, respectively."

          (t) Section 6.9(b) of the Original Loan Agreement is deleted in its
entirety and the following is substituted therefor:

               "(b) Have or maintain, with respect to the Parent on a
     consolidated basis, Tangible Net Worth as of the dates set forth below at
     not less than the respective amounts set forth below opposite each such
     date:

                                                        Minimum
                     "Date                         Tangible Net Worth
                     -----                         ------------------
                April 30, 2005                        $57,400,000

                 July 31, 2005                        $56,600,000

               October 31, 2005                       $67,400,000

               January 31, 2006                       $65,600,000

and the respective amounts for each of Fiscal Year 2007, Fiscal Year 2008 and
the Stub Period shall be determined in the sole discretion of the Majority
Lenders within 60 days of receipt by the Lenders of the Projections and business
plan (in each case delivered pursuant to Section 5.10(e)) for Fiscal Year 2007,
Fiscal Year 2008 and Fiscal Year 2009, respectively and the unaudited financial
statements (delivered pursuant to Section 5.10(e)) for Fiscal Year 2006, Fiscal
Year 2007 and Fiscal Year 2008, respectively, and such determination shall
become effective after receipt and satisfactory review by the Lenders of the
Financial Statements for Fiscal Year 2007, Fiscal Year 2008 and Fiscal Year
2009, respectively; provided, however, in the event that the Borrower shall
consummate a Permitted Acquisition, the amounts set forth above for each period
occurring after the date of such Permitted Acquisition shall be reduced by an
amount equal to the lesser of (x) $4,000,000 and (y) the intangibles acquired in
connection with such Permitted Acquisition to the extent such intangibles have
caused a reduction in Tangible Net Worth, determined in accordance with
generally accepted accounting principles consistently applied."


                                       8


          (u) Section 7.4 (Mergers; Acquisitions) of the Original Loan Agreement
is amended by deleting clause (ii) of the proviso contained therein in its
entirety and substituting therefor the following:

               "(ii) the aggregate consideration in respect of all acquisitions
     contemplated by this Section 7.4 shall not exceed $6,000,000, and
     notwithstanding clause (i) above, up to $2,500,000 in the aggregate may be
     used in connection with non-apparel lines of business;"

          (v) Notwithstanding the restrictions set forth in Section 7.5
(Redemptions; Distributions) of the Original Loan Agreement, the Borrower may
declare and pay dividends and/or purchase, redeem, retire or otherwise acquire
shares of its capital stock, in an aggregate amount not to exceed $1,700,000 for
all such transactions during the Credit Period, provided after giving effect
thereto, no Default or Event of Default shall then exist under the Loan
Agreement."

          (w) Section 7.13(Capital Expenditures) of the Original Loan Agreement
is amended by deleting the proviso at the end of the first sentence thereof and
substituting the following therefor:

          ; provided, however, the Borrower may during the period from June 1,
          2005 through May 31, 2008 make or become obligated to make additional
          Capital Expenditures in an aggregate amount not to exceed $5,000,000
          solely in connection with the improvement of its warehouse facility in
          New Jersey or its showrooms in New York City."

          (x) Section 7.14 (Capitalized Lease Obligations) of the Original Loan
Agreement is amended by deleting the amount "$750,000" appearing in clause (a)
thereof and substituting therefor the amount "$1,000,000."

          (y) Section 7.18 (Rental Obligations) of the Original Loan Agreement
is amended by deleting the amount "$750,000" appearing in clause (a) thereof and
substituting therefor the amount "$1,000,000."

          (z) Section 7.20 (License Agreements) of the Original Loan Agreement
is amended by deleting the amount "$500,000" appearing therein and substituting
therefor the amount "$1,000,000."

     SECTION 2.2 In order to evidence the Loans, as amended hereby, the Borrower
shall execute and deliver to each Lender, simultaneously with the execution and
delivery hereof, a promissory note payable to the order of such Lender in
substantially the form of Exhibit A annexed hereto (hereinafter referred to
individually as a "SECOND SUBSTITUTED NOTE" and collectively as the "SECOND
SUBSTITUTED NOTES"). Each Lender shall, upon the execution and delivery by the
Borrower of its applicable Substituted Note as herein provided, mark the
Substituted Note delivered to it in connection with First Amendment "Replaced by
Second Substituted Note" and return it to the Borrower.



                                       9


     SECTION 2.3 (a) All references in the Original Loan Agreement or any other
Loan Document to the "Loan(s)", the "Note(s)", and the "Loan Documents" shall be
deemed to refer respectively, to the Loan(s) as amended hereby, the Second
Substituted Note(s), and the Loan Documents as defined in the Original Loan
Agreement together with, and as amended by, this Fifth Amendment, the Second
Substituted Notes and all agreements, documents and instruments delivered
pursuant thereto or in connection therewith.

          (b) All references in the Original Loan Agreement and the other Loan
Documents to the "Loan Agreement", and also in the case of the Original Loan
Agreement to "this Agreement", shall be deemed to refer to the Original Loan
Agreement, as amended hereby.

     SECTION 2.4 The Original Loan Agreement and the other Loan Documents shall
each be deemed amended and supplemented hereby to the extent necessary, if any,
to give effect to the provisions of this Agreement.

     ARTICLE 3. REPRESENTATIONS AND WARRANTIES.

          Each of the Borrower and the other Loan Parties hereby represents and
warrants to the Lenders and the Agent that:

          SECTION 3.1 ARTICLE 3 OF ORIGINAL LOAN AGREEMENT; NO DEFAULTS.

               (a) Each and every one of the representations and warranties set
forth in Article 3 of the Original Loan Agreement is true in all respects as of
the date hereof, except for changes which, either singly or in the aggregate,
are not materially adverse to the business or financial condition of the Parent
and its Subsidiaries, taken as a whole.

               (b) As of the date hereof, after giving effect to this Fifth
Amendment, there exists no Event of Default under the Loan Agreement, and no
event which, with the giving of notice or lapse of time or both, would
constitute such an Event of Default.

          SECTION 3.2 POWER, AUTHORITY, CONSENTS.

               The Borrower and each other Loan Party has the power to execute,
deliver and perform this Fifth Amendment, and with respect to the Borrower, the
Second Substituted Note. The Borrower has the power to borrow under the Original
Loan Agreement as amended hereby and has taken all necessary corporate action to
authorize the borrowing hereunder. Other than due authorization by the Board of
Directors of the Borrower and each other Loan Party, each of which has been duly
obtained, no consent or approval of any Person (including, without limitation,
any stockholder of any corporate Loan Party or any partner in any partnership
Loan Party), no consent or approval of any landlord or mortgagee, no waiver of
any Lien or right of distraint or other similar right and no consent, license,
approval, authorization or declaration of any governmental authority, bureau or
agency, is or will be required in connection with the execution, delivery or
performance by the Borrower or any other Loan Party, or the validity or
enforcement of this Fifth Amendment or the Second Substituted Note.



                                       10


          SECTION 3.3 NO VIOLATION OF LAW OR AGREEMENTS.

               The execution and delivery by the Borrower and each other Loan
Party of this Fifth Amendment (and with respect to the Borrower, the Second
Substituted Note) and the performance by each of them hereunder, will not
violate any provision of law or conflict with or result in a breach of any
order, writ, injunction, ordinance, resolution, decree or other similar document
or instrument of any court or governmental authority, bureau or agency, domestic
or foreign, or the certificate of incorporation or by-laws of the Borrower or
any other corporate Loan Party or the partnership agreement or any other
organizational document of any Loan Party that is not a corporation, or create
(with or without the giving of notice or lapse of time, or both) a default under
or breach of any agreement, bond, note or indenture to which the Borrower or any
Loan Party is a party, or by which any of them is bound or any of their
respective properties or assets is affected (which default or breach would have
a material adverse effect on the business, financial conditions or operations of
the Borrower, the Parent and the Subsidiaries taken as a whole), or result in
the imposition of any Lien of any nature whatsoever upon any of the properties
or assets owned by or used in connection with the business of any of them except
for the Liens created and granted pursuant to the Security Documents, as
confirmed hereby.

          SECTION 3.4 DUE EXECUTION, VALIDITY, ENFORCEABILITY.

               This Fifth Amendment and the Second Substituted Note have each
been duly executed and delivered by each Loan Party which is a party hereto and
each constitutes the valid and legally binding obligation of the Borrower or
such other Loan Party that is a party thereto, enforceable in accordance with
its terms; provided, however, that enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now
or hereafter in effect, relating to or affecting the enforcement of creditors'
rights generally and the remedy of specific performance and other equitable
remedies are subject to judicial discretion.

     ARTICLE 4. ACKNOWLEDGMENTS, CONFIRMATIONS, CONSENTS.

               (a) The Borrower hereby acknowledges and confirms that (i) the
Liens and security interests granted pursuant to the Security Documents to which
it is a party secure, without limitation, the due payment and performance of all
of the Indebtedness, liabilities and obligations of the Borrower to the Lenders
and the Agent under the Original Loan Agreement, as amended hereby and the
Second Substituted Note, whether or not so stated in each of the Security
Documents, and (ii) the term "Obligations" as used in the Security Documents (or
any other term used therein to describe or refer to the Indebtedness,
liabilities and obligations of the Borrower to the Lenders and the Agent)
includes, without limitation, the Indebtedness, liabilities and obligations of
the Borrower to the Lenders and the Agent under the Original Loan Agreement, as
amended hereby and the Second Substituted Note.

               (b) Each Guarantor hereby consents in all respects to the
execution by the Borrower of this Fifth Amendment and acknowledges and confirms
that (i) the Guarantee Agreement guarantees, without limitation, the full
payment and performance of the Indebtedness, liabilities and obligations of the
Borrower under the Original Loan Agreement, as amended hereby and the Second
Substituted Note, and (ii) the term "Obligations" as used in the Guarantee
Agreement (or any other term used therein to describe or refer to the
Indebtedness, liabilities and obligations of the Borrower or the Guarantor(s) to
the Lenders and the Agent) includes, without limitation, all of the
Indebtedness, liabilities and obligations of the Borrower to the Lenders and


                                       11


the Agent under the Original Loan Agreement, as amended hereby and the Second
Substituted Note.

               (c) Each Corporate Guarantor hereby acknowledges and confirms
that (i) the Liens and security interests granted pursuant to the Security
Documents to which it is a party, secure, without limitation, all of the
Indebtedness, liabilities and obligations of such Corporate Guarantor to the
Lenders and the Agent under the Guarantee Agreement, as confirmed hereby, and
(ii) the term "Obligations" as used in the Security Documents (or any other term
used therein to describe or refer to the Indebtedness, liabilities and
obligations of such Corporate Guarantor to the Lenders and the Agent) includes,
without limitation, the Indebtedness, liabilities and obligations of such
Corporate Guarantor under the Guarantee Agreement, as confirmed hereby.

     ARTICLE 5. CONDITIONS TO EFFECTIVENESS OF THIS FIFTH AMENDMENT.

          This Fifth Amendment shall become effective on the date of the
fulfillment (to the satisfaction of the Agent) of the following conditions
precedent:

          (a) This Fifth Amendment shall have been executed and delivered to the
Agent by a duly authorized representative of the Borrower, the Agent and each
Lender.

          (b) The Borrower shall have executed and delivered to each Lender its
Second Substituted Note.

          (c) The Agent shall have received a Compliance Certificate from the
Borrower dated the date hereof and the matters certified therein, including,
without limitation, that after giving effect to the terms and conditions of this
Fifth Amendment, no Default or Event of Default shall exist, shall be true.

          (d) The Agent shall have received copies of the following:

               (i) Copies of all corporate action taken by the Borrower to
authorize the execution, delivery and performance of this Fifth Amendment, the
Second Substituted Notes and the transactions contemplated hereby, certified by
its Secretary;

               (ii) A certificate from the Secretary of the Borrower to the
effect that since May 31, 1999 there have been no amendments, modifications or
supplements to the Certificate of Incorporation or By-laws of the Borrower; and

               (iii) An incumbency certificate (with specimen signatures) with
respect to the Borrower.

          (e) The Borrower shall have paid all of the fees and expenses of the
Agent's outside counsel in connection with the preparation and consummation of
this Fifth Amendment.

          (f) All legal matters incident hereto shall be satisfactory to the
Agent and its counsel.


                                       12


     ARTICLE 6. MISCELLANEOUS.

     SECTION 6.1 ARTICLE 10 OF THE ORIGINAL LOAN AGREEMENT. The miscellaneous
provisions under Article 10 of the Original Loan Agreement, together with the
definition of all terms used therein, and all other sections of the Original
Loan Agreement to which Article 10 refers are hereby incorporated by reference
as if the provisions thereof were set forth in full herein, except that (i) the
terms "Loan Agreement", "Note(s)" and "Loan", shall be deemed to refer,
respectively, to the Original Loan Agreement, as amended hereby, the Second
Substituted Note(s) and the Loans, as amended hereby; (ii) the term "this
Agreement" shall be deemed to refer to this Agreement; and (iii) the terms
"hereunder" and "hereto" shall be deemed to refer to this Agreement.

     SECTION 6.2 CONTINUED EFFECTIVENESS. Except as amended hereby, the Original
Loan Agreement and the other Loan Documents are hereby ratified and confirmed in
all respects and shall remain in full force and effect in accordance with their
respective terms.

     SECTION 6.3 COUNTERPARTS. This Agreement may be executed by the parties
hereto in one or more counterparts, each of which shall be an original and all
of which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.


                                      G-III LEATHER FASHIONS, INC.


                                      BY: /S/ NEAL S. NACKMAN
                                          --------------------------------
                                          NAME:  NEAL S. NACKMAN
                                          TITLE: V.P. FINANCE




                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]


                                       13


Agreed:

G-III HONG KONG LTD.

By: /s/ Neal S. Nackman
    ----------------------------
    Director


G-III APPAREL GROUP, LTD.

By: /s/ Neal S. Nackman
    ----------------------------
    Vice President


SIENA LEATHER LTD.

By: /s/ Neal S. Nackman
    ----------------------------
    Vice President


GLOBAL INTERNATIONAL TRADING COMPANY

By: /s/ Neal S. Nackman
    ----------------------------
    Vice President


GLOBAL APPAREL SOURCING, LTD.

By: /s/ Neal S. Nackman
    ----------------------------
    Vice President


G-III RETAIL OUTLETS INC.

By: /s/ Neal S. Nackman
    ----------------------------
    Vice President


WEE BEEZ INTERNATIONAL LIMITED

By: /s/ Neal S. Nackman
    ----------------------------
    Director


                                       14


KOSTROMA LTD.


By: /s/ Neal S. Nackman
    ----------------------------
    Director


G-III LICENSE COMPANY, LLC
BY G-III APPAREL GROUP, LTD.. AS MANAGER

By: /s/ Neal S. Nackman
    ----------------------------
    Senior Vice President


G-III BRANDS, LTD.

By: /s/ Neal S. Nackman
    ----------------------------
    Vice President - Finance




                                       15


COMMITMENT                                FLEET NATIONAL BANK,
- ----------                                A BANK OF AMERICA COMPANY
                                          AS AGENT, COLLATERAL MONITORING AGENT,
$26,954,018.00                            ISSUING BANK AND AS A LENDER



                                          BY: /S/ CYPRUS WILLIAMS
                                              ----------------------------------
                                              NAME:  CYPRUS WILLIAMS
                                              TITLE: VICE PRESIDENT






                          G-III Leather Fashions, Inc.
                        Signature Page to Fifth Amendment




COMMITMENT                                         JP MORGAN CHASE BANK, N.A.
- ----------

$22,960,849.00
                                                   BY: /S/ JULES PANNO
                                                       -------------------------
                                                       NAME:  JULES PANNO
                                                       TITLE: DIRECTOR










                          G-III Leather Fashions, Inc.
                        Signature Page to Fifth Amendment



COMMITMENT                                        THE CIT GROUP/COMMERCIAL
- ----------                                        SERVICES, INC.
$21,962,579.00


                                                  BY: /S/ LIZBETH MCCARTHY
                                                      --------------------------
                                                      NAME: LIZBETH MCCARTHY
                                                      TITLE: VICE-PRESIDENT







                          G-III Leather Fashions, Inc.
                        Signature Page to Fifth Amendment




COMMITMENT                                    ISRAEL DISCOUNT BANK OF NEW YORK
- ----------
$11,593,141.00
                                              BY: /S/ MATILDA REYES
                                                  ------------------------------
                                                  NAME: MATILDA REYES
                                                  TITLE: FIRST VICE PRESIDENT


                                              BY: /S/ HOWARD WEINBERG
                                                  ------------------------------
                                                  NAME: HOWARD WEINBERG
                                                  TITLE: SENIOR VICE PRESIDENT I









                          G-III Leather Fashions, Inc.
                        Signature Page to Fifth Amendment



COMMITMENT                                    HSBC BANK USA NATIONAL ASSOCIATION
- ----------


$16,823,531.00
                                              BY: /S/ MICHAEL P. BEHUNIAK
                                                  ------------------------------
                                                  NAME: MICHAEL P. BEHUNIAK
                                                  TITLE: VICE PRESIDENT








                          G-III Leather Fashions, Inc.
                        Signature Page to Fifth Amendment



COMMITMENT                                       BANK LEUMI USA
- ----------

$9,705,882.00
                                                 BY: /S/ JOHN KOENIGSBERG
                                                     ---------------------------
                                                     NAME: JOHN KOENIGSBERG
                                                     TITLE: FIRST VICE PRESIDENT



                                                 BY: /S/ PHYLLIS ROSENFELD
                                                     ---------------------------
                                                     NAME: PHYLLIS ROSENFELD
                                                     TITLE: VICE PRESIDENT







                          G-III Leather Fashions, Inc.
                        Signature Page to Fifth Amendment



                         EXHIBIT A TO AMENDMENT NO. 5 TO
                    SIXTH AMENDED AND RESTATED LOAN AGREEMENT
                                  BY AND AMONG
                          G-III LEATHER FASHIONS, INC.
                            THE LENDERS NAMED THEREIN
                                       AND
                 FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY
             AS AGENT, COLLATERAL MONITORING AGENT AND ISSUING BANK
             ------------------------------------------------------

                         FORM OF SECOND SUBSTITUTED NOTE
                         -------------------------------

$___________                                                  New York, New York
                                                                  April __, 2005

     FOR VALUE RECEIVED, the undersigned G-III LEATHER FASHIONS, INC., a New
York corporation (the "Borrower"), hereby promises to pay to the order of
__________________ (the "Lender") on May 30, 2008 or on such earlier date as is
provided for in the Sixth Amended and Restated Loan Agreement dated as of April
29, 2002 (as such Loan Agreement may be amended, modified or supplemented, the
"Loan Agreement") among the Borrower, the lenders signatory thereto and Fleet
National Bank, a Bank of America company, as Collateral Monitoring Agent,
Issuing Bank and Agent (in its capacity as Collateral Monitoring Agent, together
with its successors and assigns, the "Collateral Monitoring Agent"), the lesser
of (i) the principal sum of __________ ($________) or (ii) the outstanding
portion of the aggregate unpaid principal amount of the Loans (as defined in the
Loan Agreement) made by the Lender to the Borrower pursuant to the Loan
Agreement, and to pay interest on the unpaid principal amount of each Loan from
the date thereof at the rates per annum and for the periods set forth in or
established by the Loan Agreement and calculated as provided therein.

     All indebtedness outstanding under this Note shall bear interest (computed
in the same manner as interest on this Note prior to maturity) after maturity,
whether at stated maturity, by acceleration or otherwise, at the Post-Default
Rate (as defined in the Loan Agreement), and all such interest shall be payable
on demand.

     Anything herein to the contrary notwithstanding, the obligation of the
Borrower to make payments of interest shall be subject to the limitation that
payments of interest shall not be required to be made to the Lender to the
extent that the Lender's receipt thereof would not be permissible under the law
or laws applicable to the Lender limiting rates of interest which may be charged
or collected by the Lender. Any such payments of interest which are not made as
a result of the limitation referred to in the preceding sentence shall be made
by the Borrower to the Lender on the earliest interest payment date or dates on
which the receipt thereof would be permissible under the laws applicable to the
Lender limiting rates of interest which may be charged or collected by the
Lender.

     Payment of both principal and interest on this Note are to be made at the
office of the Collateral Monitoring Agent at 1185 Avenue of the Americas, New
York, New York 10036 or such other place as the holder hereof shall designate to
the Borrower in writing, in lawful money of the United States of America in
immediately available funds.




     The Lender is hereby authorized by the Borrower to record on the schedule
to this Note (or on a supplemental schedule thereto) the amount of each Loan
made by the Lender to the Borrower and the amount of each payment or prepayment
of principal of such Loans received by the Lender, it being understood, however,
that failure to make any such notation shall not affect the rights of the Lender
or the obligations of the Borrower hereunder in respect of this Note. The Lender
may, at its option, record such matters in its internal records rather than on
such schedule.

     The Borrower and any Guarantor hereby grant to the Lender a lien, security
interest and right of setoff as security for all liabilities and obligations to
the Lender whether, now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Lender or any entity under the control of
the Lender or in transit to any of them. At any time, without demand or notice,
the Lender may set off the shares or any part thereof and apply the same to any
liability or obligation of Borrower and any Guarantor even though unmatured and
regardless of the adequacy of any other collateral securing the Loan. ANY AND
ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT
TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER
OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

     This Note is one of the Second Substituted Notes referred to in the Fifth
Amendment, is secured in the manner provided therein, may be prepaid upon and
subject to terms and conditions thereof and is entitled to the benefits thereof.

     This Note shall be deemed to be in substitution for and replacement of, and
not a repayment of the Substituted Note dated as of March 18, 2003 made by the
Borrower payable to the Lender (the "Prior Note") and all interest accrued and
unpaid under such Prior Note shall be deemed evidenced by this Note and payable
hereunder from and after the date of accrual thereof. The execution and delivery
of this Note shall not be construed (i) to have constituted repayment of any
amount of principal or interest on the Prior Note, or (ii) to release, cancel,
terminate or otherwise impair all or any part of any lien or security interest
granted to the Lenders party to the Loan Agreement or their agents as collateral
security for the Prior Note.

     Upon the occurrence of any Event of Default, as defined in the Loan
Agreement, the principal amount of and accrued interest on this Note may be
declared due and payable in the manner and with the effect provided in the Loan
Agreement.

     The Borrower shall pay costs and expenses of collection, including, without
limitation, attorneys' fees and disbursements in the event that any action, suit
or proceeding is brought by the holder hereof to collect this Note.

     All capitalized terms used herein that are defined in the Loan Agreement
and that are not otherwise defined herein shall have the respective meanings
ascribed thereto therein, unless the context otherwise requires.


                                       2


     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES PERTAINING
TO CONFLICTS OF LAWS. THE BORROWER AND THE LENDER MUTUALLY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR
ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR
ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
FOR THE LENDER TO ACCEPT THIS NOTE AND MAKE THE LOAN.

                                                    G-III LEATHER FASHIONS, INC.



                                                    BY
                                                      --------------------------
                                                      NAME:
                                                      TITLE:




                                       3

                                                                         2/15/05
                       THRID LEASE MODIFICATION AGREEMENT

     THIS THIRD LEASE MODIFICATION AGREEMENT, made this 23rd day of February,
2005 by and between 1000 SECAUCUS ROAD, L.L.C. (SUCCESSOR IN INTEREST TO HARTZ
MOUNTAIN ASSOCIATES), a New Jersey partnership, having an office at 400 Plaza
Drive, P.O. Box 1515, Secaucus, New Jersey 07096-1515 (hereinafter referred to
as "Landlord") and G-III LEATHER FASHIONS, INC., a New York corporation having
an office at 512 7TH Avenue, New York, New York 10018 (hereinafter referred to
as "Tenant").

                                   WITNESSETH:

     WHEREAS, by Agreement of Lease dated September 21, 1993, as amended by
Consent to Sublease dated May 26, 2000, Lease Modification Agreement dated March
10, 2004 and Second Lease Modification Agreement dated August 26 2004
(collectively the "Lease") Landlord leased to Tenant and Tenant hired from
Landlord approximately 107,186 square feet of Floor Space located at 1000
Secaucus Road in Secaucus, New Jersey (hereinafter the "Demised Premises"); and

     WHEREAS, Landlord and Tenant wish to modify the Lease to reflect an
increase in the area of the Demised Premises and amend the Lease accordingly;

     NOW, THEREFORE, for and in consideration of the Lease, the mutual covenants
herein contained and the consideration set forth herein, the parties agree as
follows:

1. ADDITIONAL PREMISES: The Demised Premises shall be expanded to include an
additional approximately 94,962 square feet of Floor Space (the "Additional
Premises") as noted on Exhibit A, annexed hereto. Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord the Additional Premises, which
shall be delivered to Tenant on October 1, 2005 (the "Additional Premises
Commencement Date"). Except as expressly provided to the contrary, from and
after the Additional Premises Commencement Date all references in the Lease to
the Demised Premises shall be deemed to include the Additional Premises.

2. TERM: The Term of the Lease is hereby extended for an additional five year
period (the "Second Extended Period") until February 28, 2011 (the "Expiration
Date"). The Term for the leasing of the Additional Premises shall be for the
period beginning on the Additional Premises Commencement Date and continuing
until the Expiration Date.

3. FIXED RENT: During the Second Extended Period, the Fixed Rent for the Demised
Premises shall be at the annual rate of Five and 87/100 Dollars ($5.87)
multiplied by the Floor Space of the Demised Premises. The Fixed Rent for the
Additional Premises shall be at the annual rate of Five and 87/100 Dollars
($5.87) multiplied but the Floor Space of the Additional Premises.

4. TENANT'S FRACTION: Effective as of Additional Premises Commencement Date, the
Tenant's Fraction shall be increased from 53.06% to 100%.


                                        1


5. LANDLORD'S WORK: Landlord shall perform the following at its sole cost and
expense with respect to the Additional Premises:

     1. All existing mechanicals, lights and loading docks will be delivered in
good working order.

     2. Existing offices to be repainted with one of Landlord's standard paint
selections chosen by Tenant.

     3. Existing offices to be re-carpeted with one of Landlord's standard
carpet selections chosen by Tenant and all existing vinyl floor will be stripped
and polished.

     4. Upon consultation with Tenant Landlord will provided six 10' x 10'
openings in order to connect the existing Demised Premises to the Additional
Premises.

     5. All existing cracks and pot holes in the parking area will be repaired.

6. SECURITY DEPOSIT: On the date hereof Tenant shall deliver to Landlord an
additional Security Deposit in the sum of $71,222.00 in the form of a Letter of
Credit or an amendment to the existing Letter of Credit.

7. RENEWAL OPTION: The extension of the Term period for above shall be deemed to
be Tenant's exercise of the renewal option contained in the Lease and there
shall be no further option to renew

8. LANDSCAPING: From and after the Additional Premises Commencement Date, Tenant
(rather than Landlord) shall be responsible for the performance of the ground
and maintenance specifications annexed hereto as Exhibit B.

9. CERTIFICATION: Tenant certifies that: (i) it is not acting, directly or
indirectly, for or on behalf of any person, group, entity, or nation named by
any Executive Order or the United States Treasury Department as a terrorist,
"Specially Designated National and Blocked Person," or other banned or blocked
person, entity, nation, or transaction pursuant to any law, order, rule, or
regulation that is enforced or administered by the Office of Foreign Assets
Control; and (ii) it is not engaged in this transaction, directly or indirectly
on behalf of, or instigating or facilitating this transaction, directly or
indirectly on behalf of, any such person, group, entity, or nation. Tenant
hereby agrees to defend, indemnify, and hold harmless Landlord from and against
any and all claims, damages, losses, risks, liabilities, and expenses (including
reasonable attorney's fees and costs) arising from or related to any breach of
the foregoing certification.

10. Except as provided herein, all of the terms and conditions of the Lease as
amended above are in full force and effect and are confirmed as if fully set
forth herein.


                                       2


     IN WITNESS WHEREOF, the parties hereto have caused this Third Lease
Modification Agreement to be duly executed as of the day and year first above
written.

                                          1000 SECAUCUS ROAD, L.L.C.

                                          BY: HARTZ MOUNTAIN ASSOCIATES
                                          BY: HARTZ MOUNTAIN INDUSTRIES, INC.


                                          By: /s/ Vincent Rubino
                                              ----------------------------------
                                              Vincent Rubino
                                              Senior Vice President


                                          G-III LEATHER FASHIONS, INC.


                                          By: /s/ Wayne Miller
                                              ----------------------------------
                                              Name: Wayne S. Miller
                                              Title: Chief Operating Officer

G-III Apparel Group, Ltd., as Guarantor, hereby agrees that its obligations
under its Guaranty dated September 21, 1993 shall remain in full force and
effect and shall apply to all obligations with respect to the foregoing Third
Lease Modification Agreement.

                                              G-III Apparel Group LTD.


                                              By: /s/ Wayne Miller
                                                  ------------------------------
                                                  Name: Wayne S. Miller
                                                  Title: Chief Operating Officer




Copyright (C) Hartz Mountain Industries, Inc. 2003. All Rights Reserved. No
portion of this document may be reproduced without the express written consent
of Hartz Mountain Industries, Inc.




                                       3

Exhibit 10.12(a)

G-III APPAREL GROUP, LTD.
1997 STOCK OPTION PLAN
FORM OF STOCK OPTION AGREEMENT

AGREEMENT made as of the [    ] day of [            ], 200[    ], by and between G-III APPAREL GROUP, LTD., a Delaware corporation (the "Company"), and [                                ] (the "Optionee").

W I T N E S S E T H:

WHEREAS, pursuant to the G-III Apparel Group, Ltd. 1997 Stock Option Plan, as amended (the "Plan"), the Company desires to grant to the Optionee and the Optionee desires to accept an option to purchase shares of common stock, $.01 par value, of the Company (the "Common Stock") upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.    The Company hereby grants to the Optionee an option to purchase [                ] shares of Common Stock at a purchase price per share of $[                ]. This option is intended to be an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2.    Except as specifically provided herein, this option will become exercisable in accordance with the following schedule based upon the number of full years of the Optionee's continuous service with the Company or a subsidiary following the date hereof:

Full Years of Continuous Service				Incremental Percentage of Option Exercisable				Cumulative Percentage of Option Exercisable
Less than 1					0	%			0	%
1					20	%			20	%
2					20	%			40	%
3					20	%			60	%
4					20	%			80	%
5 or more					20	%			100	%

Unless sooner terminated, this option will expire if and to the extent it is not exercised within ten years from the date hereof.

3.    To the extent exercisable, this option may be exercised in whole or in part by delivering to the Secretary of the Company (a) a written notice specifying the number of shares to be purchased, and (b) payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations attributable to the exercise. The exercise price shall be payable by bank or certified check or pursuant to such other methods approved by the Committee (as defined in the Plan) and permitted by applicable law from time to time.

4.    No shares of Common Stock shall be sold or delivered hereunder until full payment for such shares has been made. The Optionee shall have no rights as a stockholder with respect to any shares covered by this option until a stock certificate for such shares is issued to him. Except as otherwise provided herein, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such stock certificate is issued.

5.    This option is not assignable or transferable except upon the Optionee's death to a beneficiary designated by the Optionee in a written beneficiary designation filed with the Company or, if no duly designated beneficiary shall survive the Optionee, pursuant to the Optionee's will and/or by the laws of descent and distribution, and is exercisable during the Optionee's lifetime only by the Optionee.

6.    If the Optionee ceases to be employed by or to perform services for the Company and any subsidiary for any reason other than death or disability (defined below), then, unless sooner terminated under the terms hereof, this option will terminate on the date three months after the date of the

1

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Optionee's termination of employment or service provided, however, if the Optionee's employment or service is terminated by the Company for cause (defined below), then this option will terminate upon the date of such termination of employment or service. If the Optionee's employment or service is terminated by reason of the Optionee's death or disability (or if the Optionee's employment or service is terminated by reason of disability and the Optionee dies within one year after such termination of employment or service), then, unless sooner terminated under the terms hereof, this option will terminate on the date one year after the date of such termination of employment or service (or one year after the later death of the disabled Optionee). For purposes hereof, the term "disability" means the inability of the Optionee to perform the customary duties of his employment or other service for the Company and its subsidiaries by reason of a physical or mental incapacity which is expected to result in death or be of indefinite duration; and, the term "cause" means the Optionee's (a) failure or refusal to perform the Optionee's duties for the Company or its subsidiaries, (b) commission of a crime involving moral turpitude, (c) conviction for commission of a felony, (d) attempt to improperly secure any personal profit in connection with the business of the Company or its subsidiaries or (e) dishonesty or willful engagement in conduct which is injurious to the business or reputation of the Company or its subsidiaries.

7.    In case of any stock split, stock dividend or similar transaction which increases or decreases the number of outstanding shares of Common Stock, appropriate adjustment shall be made to the number of shares and the exercise price per share which may thereafter be purchased pursuant to this option. In the case of a merger, sale of assets or similar transaction which results in a replacement of the Company's shares of Common Stock with stock of another corporation, the Board of Directors of the Company (the "Board") may make arrangements to replace this option with a comparable option to purchase the stock of such other corporation. In the absence of such an arrangement, this option will become exercisable in full and, if not exercised within the time period specified by the Board, will thereupon terminate.

8.    Nothing in this Agreement shall give the Optionee any right to continue in the employment or other service of the Company or its subsidiaries, or interfere in any way with the right of the Company and its subsidiaries to terminate the employment or other service of the Optionee.

9.    The provisions of the Plan shall govern if and to the extent that there are inconsistencies between those provisions and the provisions hereof. The Optionee acknowledges receipt of a copy of the Plan prior to the execution of this Agreement.

10.    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified except by written instrument executed by the parties.

[Remainder of page intentionally left blank.]

2

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

G-III APPAREL GROUP, LTD.

By:

[Name of Optionee]

3

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                                                                    EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statements
(Form S-8 Registration Nos. 33-45460, 33-45461, 33-81066, 333-51765, 333-80937
and 333-39298) of our report dated March 14, 2005, with respect to the
consolidated financial statements and schedule of G-III Apparel Group, Ltd. and
subsidiaries included in the Annual Report (Form 10-K) for the year ended
January 31, 2005.


/s/ ERNST & YOUNG LLP
New York, New York
April 22, 2005

Exhibit 31.1

302 CERTIFICATION

I, Morris Goldfarb, certify that:

1.	I have reviewed this Annual Report on Form 10-K of G-III Apparel Group, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2005

/s/ Morris Goldfarb Morris Goldfarb Chief Executive Officer

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Exhibit 31.2

302 CERTIFICATION

I, Wayne S. Miller, certify that:

1.	I have reviewed this Annual Report on Form 10-K of G-III Apparel Group, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2005

/s/ Wayne Miller Wayne S. Miller Chief Financial Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of G-III Apparel Group, Ltd. (the "Company") on Form 10-K for the fiscal year ended January 31, 2005 (the "Report"), I, Morris Goldfarb, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

To my knowledge, (i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Morris Goldfarb Morris Goldfarb Chief Executive Officer April 27, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of G-III Apparel Group, Ltd. (the "Company") on Form 10-K for the fiscal year ended January 31, 2005 (the "Report"), I, Wayne S. Miller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

To my knowledge, (i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Wayne Miller Wayne S. Miller Chief Financial Officer April 27, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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