UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*

                            G-III Apparel Group, Ltd.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   36237 H 101
                                 --------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this  statement  [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).










- -------------------------                            ---------------------------
CUSIP No. 36237 H 101                 13G              Page  2  of   5   Pages
- -------------------------                            ---------------------------

- --------------------------------------------------------------------------------
  1     NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Aron Goldfarb
- --------------------------------------------------------------------------------
  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                   (a) [ ]
                                                   (b) [ ]
- --------------------------------------------------------------------------------
  3     SEC USE ONLY
- --------------------------------------------------------------------------------
  4     CITIZENSHIP OR PLACE OF ORGANIZATION

        United States
- --------------------------------------------------------------------------------
                          5     SOLE VOTING POWER
      NUMBER OF
        SHARES                  1,313,066 shares of Common Stock, par value $.01
     BENEFICIALLY      ---------------------------------------------------------
       OWNED BY           6     SHARED VOTING POWER
         EACH
       REPORTING                None
        PERSON         ---------------------------------------------------------
         WITH             7     SOLE DISPOSITIVE POWER

                                1,313,066 shares of Common Stock, par value $.01
                       ---------------------------------------------------------
                          8     SHARED DISPOSITIVE POWER

                                None
- --------------------------------------------------------------------------------
  9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  PERSON  1,313,066
        shares  which includes  123,250  shares which may be  acquired within 60
        days upon the exercise of options
- --------------------------------------------------------------------------------
 10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
 11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
               20.0%
- --------------------------------------------------------------------------------
 12     TYPE OF REPORTING PERSON*
        IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!


                                       -2-







        This  Schedule  13-G  reflects a statement  of  beneficial  ownership of
securities of the reporting person as of December 31, 1996.

Item 1(a)             Name of Issuer:

                      G-III Apparel Group, Ltd.

Item 1(b)             Address of Issuer's Principal Executive Offices:

                      345 West 37th Street
                      New York, New York  10018

Item 2(a)             Name of Person Filing:

                      See Item 1 of the cover page attached hereto

Item 2(b)             Address of Principal Business Office, or
                      if none, Residence:

                          c/o G-III Apparel Group, Ltd.
                          345 West 37th Street
                          New York, New York  10018

Item 2(c)             Citizenship:

                      See Item 4 of the cover page attached hereto

Item 2(d)             Title of Class of Securities:

                      Common Stock, par value $.01

Item 2(e)             CUSIP Number:

                      36237 H 101

Item 3                Identity of Reporting Person

                      Not Applicable

Item 4                Ownership:

               (a)    Amount beneficially owned:
                      See  Item  9 of  the  cover  page  attached  hereto  which
                      includes  123,250  shares which may be acquired  within 60
                      days upon the exercise of options. Amount does not include
                      an  aggregate  of  10,500  shares  owned  by Mr.  Goldfarb
                      issuable upon the exercise of


                                       -3-








                      options  which  become  exercisable  on  various dates not
                      within 60 days.

               (b)    Percent of Class:

                      See Item 11 of the cover page attached hereto.

               (c)    Number of Shares Beneficially Owned by Reporting Person
                      (i)   sole voting power: 1,313,066 shares of Common Stock,
                      par value $.01.

                      (ii)  shared  voting  power: of  Common Stock,  par  value
                      $.01.

                      (iii) sole  dispositive power:  1,313,066 shares of Common
                      Stock, par value $.01.

                      (iv)  shared dispositive power: None

Item 5                Ownership of Five Percent or Less of a Class:

                      Not Applicable

Item 6                Ownership of More than Five Percent  on Behalf of  Another
                      Person:

                      Not Applicable

Item 7                Identification and Classification of the Subsidiary  Which
                      Acquired  the  Security  Being  Reported on  By the Parent
                      Holding Company:

                      Not Applicable

Item 8                Identification and Classification of Members of the Group:

                      Not Applicable

Item 9                Notice of Dissolution of Group:

                      Not Applicable

Item 10               Certification:

                      By  signing  below  I  certify  that,  to the  best  of my
                      knowledge  and belief,  the  securities  referred to above
                      were acquired in the ordinary  course of business and were
                      not acquired for the purpose of and do not have the effect
                      of  changing or  influencing  the control of the issuer of
                      such  securities and were not acquired in connection  with
                      or  as  a  participant  in  any  transaction  having  such
                      purposes or effect.


                                       -4-







                                    SIGNATURE

               After  reasonable  inquiry  and to the best of my  knowledge  and
belief,  I certify  that the  information  set forth in this  statement is true,
complete and correct.

February 13, 1997
         
                                                   ARON GOLDFARB

                                                   -----------------------------
                                                   /s/ Aron Goldfarb


                                       -5-