As Amended 4/17/97

                                    BY-LAWS

                                       OF

                           G-III APPAREL GROUP, LTD.

                                   ARTICLE I

                                    OFFICES

          Section 1. The registered office shall be in the City of Dover, County
of Kent, State of Delaware.

          Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof. Stockholders



need not be physically present to participate in a meeting of stockholders, but
may participate by means of conference telephone or other similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

          Section 2. Annual meetings of stockholders, commencing with the year
1990, shall be held on the second Tuesday of December if not a legal holiday,
and if a legal holiday, then on the next secular day following, at 10:00 A.M.,
or at such other date as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a majority vote a board of directors, and transact such other business as may
properly be brought before the meeting.

          Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.

          Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during

                                      -2-



ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

          Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or secretary and shall be called

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