SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

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  |X|  Preliminary Proxy Statement            |_|  Confidential, For Use of the
  |_|  Definitive Proxy Statement                  Commission Only (as permitted
  |_|  Definitive Additional Materials             by Rule 14a-6(e)(2)
  |_|  Soliciting Material Pursuant to
       Rule 14a-11(c) or Rule 14a-12


                              TARRANT APPAREL GROUP
================================================================================
                (Name of Registrant as Specified in Its Charter)

================================================================================
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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1)   Title of each class of securities to which transaction applies:

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

________________________________________________________________________________
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________________________________________________________________________________
5)   Total fee paid:

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     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

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________________________________________________________________________________





                              TARRANT APPAREL GROUP

              -----------------------------------------------------

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
              -----------------------------------------------------




TIME....................................     10:00   a.m.    Pacific   Time   on
                                             Thursday, December 4, 2003

PLACE...................................     Tarrant Apparel Group
                                             3151 East Washington Boulevard
                                             Los Angeles, California 90023

ITEMS OF BUSINESS.......................     (1)      To approve the issuance of
                                                      8,817,320 shares of common
                                                      stock     issuable    upon
                                                      conversion      of     the
                                                      outstanding    shares   of
                                                      Series A Preferred Stock.

                                             (2)      To approve an amendment to
                                                      the       Articles      of
                                                      Incorporation  to increase
                                                      the  authorized  number of
                                                      shares  of  common   stock
                                                      from     35,000,000     to
                                                      100,000,000.

                                             (3)      To  approve  the  grant of
                                                      options    to     purchase
                                                      400,000  shares  of common
                                                      stock to our President.

                                             (4)      To  transact   such  other
                                                      business  as may  properly
                                                      come  before  the  Special
                                                      Meeting       and      any
                                                      adjournment             or
                                                      postponement.

RECORD DATE.............................     You  can  vote if at the  close  of
                                             business on October 31,  2003,  you
                                             were a shareholder of the Company.

PROXY VOTING............................     All   shareholders   are  cordially
                                             invited  to  attend   the   Special
                                             Meeting  in  person.   However,  to
                                             ensure your  representation  at the
                                             Special  Meeting,  you are urged to
                                             vote   promptly   by  signing   and
                                             returning the enclosed Proxy card.





_______________, 2003
                                             -----------------------------------
                                             GERARD GUEZ, CHAIRMAN OF THE BOARD





                                                           TARRANT APPAREL GROUP
                                                  3151 EAST WASHINGTON BOULEVARD
                                                   LOS ANGELES, CALIFORNIA 90023
                                                                  (323) 780-8250
PROXY STATEMENT
--------------------------------------------------------------------------------


These Proxy materials are delivered in connection  with the  solicitation by the
Board  of  Directors  of  Tarrant   Apparel  Group,  a  California   corporation
("Tarrant,"  the "Company",  "we", or "us"),  of Proxies to be voted at our 2003
Special Meeting of Shareholders and at any adjournments or postponements.

You are  invited to attend our  Special  Meeting of  Shareholders  on  Thursday,
December 4, 2003, beginning at 10:00 a.m. Pacific Time. The meeting will be held
at our corporate  headquarters,  3151 East  Washington  Boulevard,  Los Angeles,
California, 90023.

It is anticipated that this Proxy Statement and the  accompanying  Proxy will be
mailed to shareholders on or about November ___, 2003.

SHAREHOLDERS  ENTITLED  TO VOTE.  Holders  of our  common  stock at the close of
business  on October 31,  2003 are  entitled to receive  this notice and to vote
their shares at the Special Meeting.  Common stock is the only outstanding class
of  securities  of the Company  entitled to vote at the Special  Meeting.  As of
October 31, 2003, there were 18,597,443 shares of common stock outstanding.

PROXIES. Your vote is important. If your shares are registered in your name, you
are a  shareholder  of record.  If your shares are in the name of your broker or
bank,  your shares are held in street name. We encourage you to vote by Proxy so
that your shares will be represented and voted at the meeting even if you cannot
attend.  All shareholders can vote by written proxy card. Your submission of the
enclosed  Proxy will not limit your right to vote at the Special  Meeting if you
later decide to attend in person.  IF YOUR SHARES ARE HELD IN STREET  NAME,  YOU
MUST OBTAIN A PROXY,  EXECUTED IN YOUR FAVOR, FROM THE HOLDER OF RECORD IN ORDER
TO BE ABLE TO VOTE AT THE MEETING.  If you are a shareholder of record,  you may
revoke  your Proxy at any time  before  the  meeting  either by filing  with the
Secretary of the Company,  at its principal  executive offices, a written notice
of revocation or a duly executed Proxy bearing a later date, or by attending the
Special  Meeting  and  expressing  a desire to vote your  shares in person.  All
shares entitled to vote and represented by properly  executed  Proxies  received
prior to the  Special  Meeting,  and not  revoked,  will be voted at the Special
Meeting in accordance with the  instructions  indicated on those Proxies.  If no
instructions are indicated on a properly executed Proxy, the shares  represented
by that Proxy will be voted as recommended by the Board of Directors.

QUORUM. The presence, in person or by proxy, of a majority of the votes entitled
to be cast by the  shareholders  entitled  to vote  at the  Special  Meeting  is
necessary  to  constitute a quorum.  Abstentions  and broker  non-votes  will be
included in the number of shares present at the Special  Meeting for determining
the presence of a quorum.  Broker non-votes occur when a broker holding customer
securities in street name has not received voting instructions from the customer
on certain  non-routine  matters and,  therefore,  is barred by the rules of the
applicable securities exchange from exercising  discretionary  authority to vote
those securities.

VOTING.  Each share of our common  stock is  entitled to one vote on each matter
properly brought before the Special Meeting.

APPROVAL  OF  ISSUANCE  OF COMMON  STOCK UPON  CONVERSION  OF SERIES A PREFERRED
STOCK.  The  approval of the  issuance of  8,817,320  shares of our common stock
issuable upon conversion of our  outstanding  shares of Series A Preferred Stock
will  require the  affirmative  vote of a majority of the shares of common stock
present or represented and entitled to vote at the Special Meeting. For purposes
of the vote to approve  the  issuance  of common  stock upon  conversion  of the
Series A Preferred  Stock,  abstentions will be counted toward the tabulation of
votes cast on proposal  and will have the same effect as negative  votes,  while
broker non-votes will not be counted as votes cast for or against such matters.

AMENDMENT TO ARTICLES OF  INCORPORATION.  The  approval of the  amendment to our
Amended and Restated  Articles of Incorporation to increase the number of shares
of common stock  authorized  for issuance from  35,000,000 to


                                       2



100,000,000  will require the affirmative  vote of a majority of our outstanding
shares of common stock.  For purposes of the vote  regarding the increase of the
shares of common stock authorized for issuance, abstentions and broker non-votes
will have the same effect as votes against approval of the proposal.

APPROVAL OF EXECUTIVE  STOCK OPTION GRANT.  The approval of the grant of options
to purchase 400,000 shares of our common stock to our President will require the
affirmative  vote of a  majority  of the  shares  of  common  stock  present  or
represented  and  entitled to vote at the Special  Meeting.  For purposes of the
vote to approve the stock option  grant to our  President,  abstentions  will be
counted  toward the  tabulation of votes cast on proposal and will have the same
effect as negative  votes,  while broker  non-votes will not be counted as votes
cast for or against such matters.

VOTING  AGREEMENTS.  Sanders Morris Harris Inc.,  which acted as placement agent
for the  Company  with  respect to the sale of the shares of Series A  Preferred
Stock,  has entered  into voting  agreements  with certain  shareholders  of the
Company  (the "Voting  Agreements"),  pursuant to which such  shareholders  have
agreed to vote all  shares  subject  to the  Voting  Agreements  in favor of the
proposals  to approve  the  issuance  of  8,817,320  shares of our common  stock
issuable upon conversion of our  outstanding  shares of Series A Preferred Stock
and to increase  the number of shares of common  stock  authorized  for issuance
from  35,000,000 to 100,000,000.  Concurrently  with the execution of the Voting
Agreements,  each such  shareholder  also  delivered to Sanders Morris Harris an
irrevocable  proxy appointing  Sanders Morris Harris as proxy to vote the shares
in accordance  with the Voting  Agreements.  The number of shares subject to the
Voting Agreements is 9,855,518, representing approximately 53% of the issued and
outstanding  shares of common stock.  The  shareholders who have executed Voting
Agreements  are Gerard  Guez,  our Chief  Executive  Officer and Chairman of our
Board, Todd Kay, the Vice Chairman of our Board, and Jamil Textil, S.A. de C.V.

OTHER MATTERS. At the date this Proxy Statement went to press, we do not know of
any other  matter to be raised at the  Special  Meeting.  However,  if any other
business  shall  properly  come  before the Special  Meeting or any  adjournment
thereof, the persons named as proxies will have discretionary  authority to vote
the shares of Common Stock  represented by the accompanying  proxy in accordance
with their best judgment.


                                       3



ITEM 1:  APPROVAL  OF ISSUANCE  OF  COMMON STOCK  UPON CONVERSION  OF  SERIES  A
         PREFERRED STOCK
--------------------------------------------------------------------------------


Item 1 is the approval of the  issuance of up to 8,817,320  shares of our common
stock upon conversion of our outstanding shares of Series A Preferred Stock. The
Board of Directors  has  approved,  contingent  upon  approval by the  Company's
shareholders  at the Special  Meeting,  the issuance of 8,817,320  shares of our
common stock (the "Series A Conversion Shares") upon conversion of the Company's
outstanding  shares of Series A  Preferred  Stock.  The  Board of  Directors  is
submitting  the  proposal  to approve the  issuance  of the Series A  Conversion
Shares to the shareholders for approval at the Special Meeting.

The Series A Conversion Shares,  when issued,  would become part of the existing
class of common  stock and would  have the same  rights  and  privileges  as the
shares of common  stock now  issued  and  outstanding.  There are no  preemptive
rights  relating  to the  common  stock.  As of  October  31,  2003,  there were
18,597,443  shares of our common stock issued and  outstanding.  If issued,  the
Series A Conversion  Shares would represent  approximately 32% of our issued and
outstanding  shares of common  stock.  Our common  stock is listed on the Nasdaq
Stock Market's National Market System. The continued listing requirements of the
Nasdaq Stock Market's  National Market System prohibit us from issuing shares of
common stock in a non-public offering prior to obtaining shareholder approval if
the price per share of the  securities  in the offering is less than the greater
of book value or market  value of our  common  stock and the  proposed  issuance
would  result in the issuance of 20% or more of the common stock or voting power
of the Company before the issuance.  Assuming immediate conversion of all of the
shares of Preferred Stock, the total number of Series A Conversion  Shares would
be in  excess of the 20%  threshold.  Therefore,  we may not issue the  Series A
Conversion  Shares  unless  and  until the  issuance  has been  approved  by our
shareholders.

PRIVATE PLACEMENT OF SERIES A PREFERRED STOCK.

In October 2003, we entered into Subscription  Agreements with certain investors
pursuant  to which we sold  881,732  shares of  Series A  Preferred  Stock  (the
"Preferred  Shares")  at a price of  $38.00  per  share in a  private  placement
transaction.  We  received  proceeds  of  approximately  $31.1  million  in this
transaction,  after payment of placement agent fees and other offering expenses.
Of these  proceeds,  we  immediately  used  approximately  $25.5  million to pay
current  liabilities,  and we  presently  intend to use the  balance for general
working capital purposes.

Sanders  Morris  Harris Inc.  acted as placement  agent in  connection  with the
October 2003 private  placement  financing  transaction.  For their  services as
placement  agent,  we paid Sanders  Morris Harris a fee equal to 7% of our gross
proceeds from the  financing  ($2,345,400).  We also paid for the  out-of-pocket
expenses  incurred by Sanders  Morris  Harris and all investors in the amount of
$45,000.  In addition,  we issued to Sanders Morris Harris a warrant to purchase
881,732 shares of our common stock at an exercise price of $4.65 per share.  The
warrant has a term of 5 years. The warrant vests and becomes exercisable in full
on April 17, 2004.

We entered into a  registration  rights  agreement  with the  purchasers  of the
Preferred Shares.  Pursuant to this registrant  rights  agreement,  we agreed to
file a  registration  statement  on  Form  S-3  registering  the  resale  by the
investors  of the  Series  A  Conversion  Shares  and to keep  the  registration
statement  effective  until  the  later of one year or  until  all the  Series A
Conversion Shares held by the investors may be sold by them pursuant to Rule 144
promulgated under the Securities Act of 1933. This registration rights agreement
also  provides  that if we do not  register  for resale the Series A  Conversion
Shares  within 60 days of the closing  date (or 150 days,  which may be extended
until April 14, 2004 in certain circumstances,  in the event of a full review of
the registration  statement by the Securities and Exchange Commission),  then we
must pay each of the investors 1% of the per share  purchase  price paid by such
investor for each Preferred Share  purchased for each month  thereafter that the
investor  cannot  publicly  sell the  shares  of  Common  Stock  underlying  the
Preferred Share. The expenses of such registration,  other than selling expenses
(including broker's fees and commissions), will be borne by us.

REASONS FOR THE PRIVATE PLACEMENT.

Strengthening our working capital is one of the final steps in the restructuring
of our  business,  and will  support  the growth of our private  label,  trading
company model that fueled profits in the years prior to our Mexico manufacturing
initiative. We believe the private placement financing will allow us to maximize
growth


                                       4



opportunities  that  would  otherwise  be  left  in  incubation.  As  previously
announced,  we  have  entered  into an  exclusive  distribution  agreement  with
Federated  Stores for American Rag, Cie, and with Wet Seal for No Jeans. We also
manufacture  Seven 7, exclusively for Express.  Premier retailers have a need to
differentiate  themselves  from  their  competition,  and we  want  to  continue
building and  improving our process in order to exceed the  expectations  of our
new and existing retail partners.

TERMS OF SERIES A PREFERRED STOCK.

Except as required by law,  the  Preferred  Shares  have no voting  rights.  The
Preferred  Shares  accrue  dividends,  commencing on March 1, 2004, at an annual
rate of 5% of the initial stated value of $38.00 per share,  payable  quarterly.
In the event of a  liquidation,  dissolution  or winding-up of the Company,  the
Preferred  Shares will be entitled to receive,  prior to any distribution on the
common stock, a distribution  equal to the initial stated value of the Preferred
Shares plus all accrued and unpaid dividends.

If the shareholders approve the issuance of the Series A Conversion Shares, each
Preferred Share will be convertible, at the option of the holder, into 10 shares
of our common stock (as adjusted for stock  dividends,  combinations,  splits or
similar  events),  for an aggregate of 8,817,320  shares of common stock. In the
event the shareholders  approve the issuance of the Series A Conversion  Shares,
each  of  the  investors  in  the  October  2003  private  placement   financing
transaction  has agreed to  promptly  convert all  Preferred  Shares into common
stock. If the shareholders do not approve the issuance of the conversion  shares
at the Special Meeting, the Preferred Shares will not be convertible into common
stock.

CERTAIN EFFECTS OF THE PROPOSAL.

The Board of Directors  believes that the approval of the issuance of the Series
A  Conversion   Shares  is  in  the  best  interests  of  the  Company  and  the
shareholders.  However,  the following  should be considered by a shareholder in
deciding how to vote upon the proposal.

DILUTION.  If the issuance of the Series A Conversion  Shares is approved by the
shareholders at the Special  Meeting,  the holders of the Preferred Shares would
immediately  have the right to convert  each  Preferred  Share into 10 shares of
common stock, or an aggregate of 8,817,320 shares of common stock.  When issued,
the  Series  A  Conversion  Shares  would  represent  approximately  32%  of the
Company's  outstanding  shares of common stock, based upon the 18,597,443 shares
of our common stock  outstanding as of October 31, 2003. As a result,  following
conversion  of the  Preferred  Shares and  issuance  of the Series A  Conversion
Shares, our shareholders would experience substantial dilution in the percentage
of Company equity they own.

EFFECT OF  ISSUANCE  OF SERIES A  CONVERSION  SHARES  BELOW  MARKET  PRICE.  The
effective  issuance price of the Series A Conversion  Shares is $3.80 per share.
The  issuance of the Series A Conversion  Shares could  depress the market price
of, and reduce trading activity in, our common stock by increasing the number of
shares  outstanding.  Such downward  pressure on our stock price could encourage
short sales by certain  investors that could place further pressure on the price
of our common stock.

PRINCIPAL  EFFECTS OF  NON-APPROVAL.  If the issuance of the Series A Conversion
Shares is not approved, the Preferred Shares will not be convertible into common
stock.  Commencing on March 1, 2004, the holders of the Preferred Shares will be
entitled to receive a dividend at an annual rate of 5%. We cannot pay a dividend
on our common stock unless all accrued  dividends on the  Preferred  Shares have
been paid in full.  Additionally,  in the event of a  voluntary  or  involuntary
liquidation,  dissolution  or  winding  up of the  Company,  the  holders of the
Preferred  Shares will be entitled to receive  approximately  $33.5 million plus
accrued and unpaid dividends before any distributions are made to the holders of
our common stock.

BOARD RECOMMENDATION AND VOTE.

The approval of the issuance of the Series A Conversion  Shares will require the
affirmative  vote of a  majority  of the  shares  of  common  stock  present  or
represented and entitled to vote at the Special Meeting.  The Board of Directors
is of the opinion that the issuance of the Series A Conversion  Shares is in the
best  interests  of the Company and  recommends  a vote for the  approval of the
issuance of the Series A Conversion Shares. All Proxies will be voted to


                                       5



approve the issuance of the Series A Conversion Shares unless a contrary vote is
indicated on the enclosed Proxy card.

THE BOARD OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A VOTE "FOR" THE  APPROVAL  OF
ISSUANCE OF  8,817,320  SHARES OF COMMON STOCK UPON  CONVERSION  OF THE SERIES A
PREFERRED STOCK.


                                       6



ITEM 2:  AMENDMENT  TO THE AMENDED  AND RESTATED  ARTICLES OF  INCORPORATION  TO
         INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
--------------------------------------------------------------------------------

Item 2 is the approval of an  amendment to our Amended and Restated  Articles of
Incorporation  to increase the number of shares of our common  stock  authorized
for issuance from 35,000,000 to 100,000,000.

Our Board of  Directors  has  approved an  amendment  (the  "Amendment")  to our
Amended and Restated Articles of Incorporation (the "Articles of Incorporation")
that will increase the aggregate number of shares of common stock authorized for
issuance from 35,000,000 to 100,000,000 shares. The complete text of the form of
the Amendment is set forth as Appendix "A" to this Proxy Statement. The Board of
Directors is submitting  the Amendment to the  shareholders  for approval at the
Special Meeting.

The additional shares of common stock would become part of our existing class of
common stock, and the additional shares, when issued, would have the same rights
and privileges as the shares of common stock now issued. There are no preemptive
rights relating to the common stock.

The Articles of  Incorporation  presently  authorize  the issuance of 35,000,000
shares  of  common  stock  and  2,000,000  shares  of  preferred  stock.  Of the
35,000,000 presently  authorized shares of common stock,  18,597,443 shares were
issued and outstanding on October 31, 2003. Of the 2,000,000 shares of presently
authorized  preferred  stock,  1,000,000  shares have been  designated  Series A
Preferred  Stock and, of which  881,732  were issued and sold to  investors in a
private  placement  financing  transaction  as described in Item 1 of this Proxy
Statement.  In  addition,  excluding  those  shares of common  stock that may be
issued pursuant to the conversion of the Series A Preferred  Stock, an aggregate
of  11,381,732  shares of common stock have been reserved for issuance as of the
record date pursuant to  outstanding  options and warrants and under the Tarrant
Apparel Group Employee  Incentive Plan.  Accordingly,  only 5,020,825  shares of
common stock remain  available for the  conversion  of the Preferred  Shares and
other  corporate  purposes.  We will  require  8,817,320  shares of common stock
available  for issuance  upon  conversion of the  outstanding  Preferred  Shares
alone,  which  exceeds  the number of share  available  for  issuance  under the
Articles of Incorporation.

THE OCTOBER 2003 FINANCING TRANSACTION.

As described in Item 1 above, we entered into Subscription Agreements in October
2003, pursuant to which we sold 881,732 Preferred Shares to certain investors in
a private placement  transaction.  We received  proceeds of approximately  $31.1
million, after payment of placement agent fees and other offering expenses, from
the sale of the Preferred Shares.

Subject to prior shareholder approval,  each Preferred Share will be convertible
into 10 shares of common stock,  for an aggregate of 8,817,320  shares of common
stock.  This exceeds the number of shares of common stock that remain  available
under the  Articles  of  Incorporation  for  issuance by us,  after  taking into
account the number of shares  reserved for issuance upon exercise of outstanding
stock options and warrants and under the Employee Incentive Plan.  Consequently,
if the shareholders do not approve the Amendment at the Special Meeting, we will
not have a sufficient  number of authorized  shares of common stock to issue all
of the Series A Conversion  Shares and maintain the required shares reserved for
issuance  pursuant to  outstanding  options and  warrants and under our Employee
Incentive Plan. As a result,  we may not be able to meet our obligation to issue
shares upon  exercise of  outstanding  options and warrants and may be prevented
from granting additional options to employees under the Employee Incentive Plan.

ADDITIONAL REASONS FOR THE AUTHORIZED SHARE INCREASE.

In addition to providing a sufficient number of available shares of common stock
for use in  connection  with the  conversion  of the  Preferred  Shares and upon
exercise of options  and  warrants,  the Board of  Directors  believes  that the
proposed  increase  in the  authorized  shares  of  common  stock is in the best
interests of the Company and its  shareholders and believes that it is advisable
to authorize such  additional  shares and have them available in connection with
possible future transactions, such as financings, strategic alliances, corporate
mergers,  acquisitions,  possible  funding of new product programs or businesses
and other uses not  presently  determinable  and as may be deemed to be feasible
and in our best interests.  In addition, the Board of Directors believes that it
is desirable for the Company to have the  flexibility  to issue shares of common
stock without further shareholder action, except as otherwise provided by law.


                                       7



AMENDMENT.

If the Amendment is approved, the introductory paragraph of Article Three of the
Articles of Incorporation will read as follows:

         "THREE:  This  corporation is authorized to issue two
         classes of shares of stock designated,  respectively,
         "Common Stock" and  "Preferred  Stock." The number of
         shares of  Common  Stock  authorized  to be issued is
         100,000,000  and the  number of  shares of  Preferred
         Stock  authorized to be issued is  2,000,000,  all of
         which shall be without par value."

The only  change in Article  Three  which will be  effected  if the  proposal is
approved  is the  change to the one  number  set forth in bold face type  above.
Presently, Article Three provides that the number of shares of common stock that
we may issue is  35,000,000.  All other  provisions of Article Three will remain
unchanged.

CERTAIN EFFECTS OF THE AMENDMENT.

The Board of Directors  believes  that  approval of the Amendment is in the best
interests of the Company and our shareholders.  However, the following should be
considered by a shareholder in deciding how to vote upon the Amendment.

If the  Amendment  is  approved,  the  additional  authorized  shares  would  be
available  for  issuance  by the  Board  of  Directors  in  connection  with the
conversion of the Preferred Shares,  upon exercise of options and warrants,  and
for any proper  corporate  purpose  and for such  consideration  as the Board of
Directors may determine at any time without further shareholder  approval except
as  otherwise  required  by  applicable  law or  Nasdaq  listing  rules.  If the
Amendment is approved, the shareholders could experience substantial dilution in
the percentage of our equity they own upon issuance of additional  shares by the
Board  of  Directors.   The  issuance  of  such   additional   shares  might  be
disadvantageous to current  shareholders in that any additional  issuances would
potentially reduce per share dividends,  if any.  Shareholders  should consider,
however, that the possible impact upon dividends is likely to be minimal in view
of the fact that we have never paid  dividends,  have never  adopted  any policy
with  respect to the payment of  dividends  on common stock and do not intend to
pay any cash  dividends on common stock in the  foreseeable  future.  We instead
intend to retain  earnings,  if any, for use in financing  growth and additional
business opportunities.

Shareholders  should further be aware that failure to approve the Amendment will
cause us to be unable to meet our  obligations  to issue  shares of common stock
upon conversion of the Preferred  Shares (if approved by the  shareholders)  and
upon exercise of outstanding options and warrants.

The increase in authorized shares is not being proposed as a means of preventing
or  dissuading  a change in control or takeover  of the  Company.  However,  the
issuance of the additional shares of common stock in a transaction could have an
anti-takeover effect.  Additional shares of common stock could be issued (within
the limits  imposed by applicable  law) in one or more  transactions  that could
make a change in control or takeover more difficult. For example, we could issue
additional  shares for the purpose of  diluting  the stock  ownership  or voting
rights of persons  seeking to obtain control of the Company.  Consequently,  the
Amendment, if approved,  would strengthen the position of the Board of Directors
and might make the removal of the Board of Directors more difficult, even if the
removal would be generally beneficial to our shareholders.  The authorization to
issue the additional shares of common stock would provide the Board of Directors
with a capacity to negate the efforts of unfriendly  tender offerors through the
issuance of  securities  to others who are friendly or desirable to the Board of
Directors.

The proposed amendment does not change the terms of our common stock, which does
not have  preemptive  rights.  The  additional  shares of common stock for which
authorization  is sought  will have the same voting  rights,  the same rights to
dividends and distributions,  and will be identical in all other respects to the
shares of our common stock now authorized.

EFFECTIVE DATE OF THE AMENDMENT.

If the  Amendment is approved by the  requisite  vote of our  shareholders,  the
Amendment  will be effective upon the close of business on the date of filing of
the  Certificate  of  Amendment  of  the  Articles  of  Incorporation  with  the
California  Secretary of State,  which filing is expected to take place  shortly
after  the  Special  Meeting.  However,  the exact  timing of the  filing of the
Certificate of Amendment will be determined by the Board of Directors based upon


                                        8



its  evaluation as to when such action will be most  advantageous  to us and our
shareholders,  and the Board of Directors reserves the right to delay filing the
Certificate of Amendment for up to twelve months following  shareholder approval
thereof. In addition, the Board of Directors reserves the right, notwithstanding
shareholder  approval and without further action by the  shareholders,  to elect
not to  proceed  with  the  Amendment  if,  at any  time  prior  to  filing  the
Certificate  of  Amendment,  the  Board of  Directors,  in its sole  discretion,
determines  that it is no longer in the best  interests  of the  Company and the
shareholders.  If this  proposal is not approved by the  shareholders,  then the
Certificate of Amendment will not be filed.

BOARD RECOMMENDATION AND VOTE.

The approval of the amendment to the Articles of  Incorporation  to increase the
shares of common stock  authorized  for issuance from  35,000,000 to 100,000,000
will require the  affirmative  vote of a majority of our  outstanding  shares of
common stock. The Board of Directors is of the opinion that the Amendment to the
Articles of Incorporation is in the best interests of the Company and recommends
a vote for the approval of the  Amendment.  All Proxies will be voted to approve
the Amendment unless a contrary vote is indicated on the enclosed Proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK.


                                       9



ITEM 3:  APPROVAL OF EXECUTIVE STOCK OPTION GRANT
--------------------------------------------------------------------------------

Item 3 is the approval of the grant to Barry Aved of options to purchase 400,000
shares of our common stock. The Board of Directors has approved, contingent upon
approval by our  shareholders  at the Special  Meeting,  the grant of options to
purchase 400,000 shares of common stock to Barry Aved, our President.  The Board
of Directors is submitting the proposal to approve the stock option grant to our
President to the shareholders for approval at the Special Meeting.

TERMS OF OPTION GRANT.

The Compensation Committee of our Board of Directors approved the grant to Barry
Aved, our President, of options to purchase 400,000 shares each of the Company's
common stock (the  "Executive  Options"),  subject to approval of the  Executive
Options by the  shareholders at the Special  Meeting.  The exercise price of the
Executive Options will be equal to the greater of $3.65 and the closing price of
our common  stock on the day the grant is  approved by the  shareholders.  As of
October  28,  2003,  the  closing  price of our common  stock as reported on the
Nasdaq  National  Market System was $4.10 per share. So long as Mr. Aved remains
employed  with  the  Company,   the  Executive  Options  will  vest  and  become
exercisable in four  installments  of 25,000 shares on the first  anniversary of
the date of grant,  and 125,000  shares on each of the second,  third and fourth
anniversaries of the date of grant.  These Executive  Options will expire on the
tenth  anniversary  of the date of grant.  Mr.  Aved has  served on our Board of
Directors  since  December  1996,  and  previously  served as our President from
September  1999 until March 2000. On September 17, 2003,  Mr. Aved was appointed
as our President. The Executive Options are granted to Mr. Aved in consideration
of his services as President of the Company.

REASON FOR THE PROPOSAL.

Our common stock is listed on the Nasdaq Stock Market's  National Market System.
The continued listing  requirements of the Nasdaq Stock Market's National Market
System generally require us to obtain shareholder approval prior to the issuance
of a stock option or stock purchase plan pursuant to which stock may be acquired
by officers,  directors,  employees or  consultants,  subject to certain limited
exceptions.  Therefore, in order to remain in compliance with the Nasdaq listing
standards, we may not grant the Executive Options unless and until the grant has
been  approved  by our  shareholders.  If the  shareholders  do not  approve the
Executive  Options at the Special  Meeting,  the  Executive  Options will not be
granted.  The Company believes it is in the best interest of the Company and its
shareholders for the  shareholders to approve the Executive  Options so that the
options will be issued.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.

The  following  is a general  discussion  of the  principal  federal  income tax
consequences of the Executive Options grant.

CONSEQUENCES  TO OPTIONEES.  The optionee  will  recognize no income at the time
Executive Options are granted.  In general, at the time shares are issued to the
optionee  pursuant to exercise  of the  Executive  Options,  the  optionee  will
recognize income taxable at ordinary income tax rates equal to the excess of the
fair market value of the shares on the date of exercise over the exercise  price
of such shares.  The optionee will recognize gain or loss on the subsequent sale
of shares acquired upon exercise of the Executive  Options in an amount equal to
the difference between the selling price and the tax basis of the shares,  which
will include the price paid plus the amount  included in the optionee's  taxable
income by reason of the exercise of the Executive  Options.  Provided the shares
are held as a capital asset,  any gain or loss resulting from a subsequent  sale
will be short-term or long-term  capital gain or loss  depending upon the length
of time the shares have been held.

CONSEQUENCES TO COMPANY. We generally will be entitled to a deduction for United
States  federal  income tax  purposes in the same year and in the same amount as
the optionee is considered to have recognized  income taxable at ordinary income
tax rates in  connection  with the  exercise of  Executive  Options.  In certain
instances,  we may be denied a deduction for  compensation  attributable  to the
Executive  Options  granted to an optionee to the extent that such  compensation
exceeds $1 million in a given year.


                                       10



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The  following  table  sets  forth  certain  information  regarding  our  equity
compensation plans as of December 31, 2002.




                           NUMBER OF SECURITIES TO    WEIGHTED-AVERAGE EXERCISE        NUMBER OF SECURITIES
                           BE ISSUED UPON EXERCISE       PRICE OF OUTSTANDING         REMAINING AVAILABLE FOR
                           OF OUTSTANDING OPTIONS,      OPTIONS, WARRANTS AND      FUTURE ISSUANCE UNDER EQUITY
                             WARRANTS AND RIGHTS                RIGHTS                  COMPENSATION PLANS
                           -----------------------    -------------------------    ----------------------------
                                                                                    
Equity compensation
plans approved by
security holders                  6,376,487                     $8.89                        1,723,513
Equity compensation
plans not approved by
security holders                     --                           --                            --
                           -----------------------    -------------------------    ----------------------------
Total                             6,376,487                     $8.89                        1,723,513


BOARD RECOMMENDATION AND VOTE.

The shareholders will be asked at the Special Meeting to consider and act upon a
proposal to approve the grant of such options. The proposal to approve the grant
of such  options  requires the  affirmative  vote of a majority of the shares of
common stock represented and entitled to vote at the Special Meeting.

THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
EXECUTIVE STOCK OPTION GRANT.


                                       11



EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

The following table sets forth, as to the Chief Executive Officer and as to each
of the other four most highly compensated  officers whose compensation  exceeded
$100,000  during  the  last  fiscal  year  (the  "Named  Executive   Officers"),
information  concerning all compensation paid for services to the Company in all
capacities for each of the three years ended December 31 indicated below.





                                                      ANNUAL COMPENSATION                  LONG TERM COMPENSATION
                                              --------------------------------------     ----------------------------
                                                                        OTHER ANNUAL      NUMBER OF       ALL OTHER
NAME                         FISCAL YEAR      SALARY        BONUS       COMPENSATION     SECURITIES      COMPENSATION
----                            ENDED         ------        -----       ------------     UNDERLYING      ------------
PRINCIPAL POSITION(1)        DECEMBER 31,       ($)          ($)           ($)(2)          OPTIONS          ($)(3)
---------------------        ------------       ---          ---           ---             -------          ---
                                                                                         
Gerard Guez.............         2002         450,000         --             --           1,000,000        50,000
   CEO and Chairman of           2001         450,000         --             --              --            50,000
   the Board of Directors        2000         469,234         --             --              --            50,000

Todd Kay(4) ............         2002         450,000         --             --           1,000,000        50,000
   President and  Vice           2001         450,000         --             --              --            50,000
   Chairman of Board             2000         469,234         --             --              --            50,000

Eddy Yuen(5)............         2002         350,000       45,000           --              50,000          --
   President of Fashion          2001         191,729       39,586        88,541(6)         100,000         8,849
   Resource (TCL), Inc.          2000         191,729      116,129        28,588(7)          --             8,849

Karen Wasserman.........         2002         345,000         --             --              --              --
  Executive Vice President       2001         334,768         --             --              50,000          --
  and General                    2000         338,154         --             --               5,000          --
  Merchandising Manager

Patrick Chow(8).........         2002         220,000       75,000           --              --              --
   Chief Financial               2001         160,000       30,000           --              --              --
   Officer                       2000         160,000         --             --              --              --
----------

(1)      For a description of the employment  contracts between certain officers
         and the Company, see "Employment Contracts," below.
(2)      Certain of the Company's  executive  officers receive personal benefits
         in  addition  to salary and cash  bonuses,  including  car  allowances,
         living and relocation  expenses and director fees. The aggregate amount
         of such personal  benefits does not exceed the lesser of $50,000 or 10%
         of the total annual salary and bonus reported for the officer.
(3)      Represents the Company's contribution to defined contribution plans or,
         in the case of Messrs. Guez and Kay,  contributions by the Company to a
         deferred compensation plan.
(4)      Mr. Kay resigned as President as of September 17, 2003.
(5)      Mr. Yuen served as the Company's Chief  Executive  Officer from October
         2001 through March 2003.
(6)      During Mr.  Yuen's stay in Mexico in fiscal 2001,  Mr. Yuen's family in
         the U.S.  received a living  allowance  of $36,000,  car  allowance  of
         $12,000, house rental allowance of $26,000, medical insurance allowance
         of $6,000 and utilities allowance of $15,000.
(7)      During Mr.  Yuen's stay in Mexico in fiscal 2000,  Mr. Yuen's family in
         the U.S. received a living allowance of $12,000, house rental allowance
         of $9,000 and medical insurance and utilities allowance of $7,000.
(8)      Mr. Chow was appointed Chief Financial Officer on January 7, 2002.




                                       12



                          OPTION GRANTS IN FISCAL 2002

The following table sets forth certain information  regarding the grant of stock
options made during fiscal 2002 to the Named Executive Officers.




                                        PERCENT OF
                                          TOTAL
                                          OPTIONS                                     POTENTIAL
                         NUMBER OF      GRANTED TO                                REALIZABLE VALUE
                        SECURITIES       EMPLOYEES                                   AT ASSUMED
                        UNDERLYING          IN        EXERCISE                   RATE OF STOCK PRICE
                          OPTIONS         FISCAL      OR BASE     EXPIRATION      APPRECIATION FOR
NAME                      GRANTED         YEAR(3)     PRICE(4)       DATE          OPTION TERM(5)
----                    -------------   ----------    --------    ----------    ---------- ------------
                                                                                   5%           10%
                                                                                   --           ---
                                                                            
Gerard Guez.........     1,000,000(1)      32.7%       $5.50       5/15/12      3,458,920     4,508,920
Todd Kay............     1,000,000(1)      32.7%       $5.50       5/15/12      3,358,920     4,508,920
Eddy Yuen...........        50,000(2)      1.6%        $5.08       1/31/12        172,946       225,446
----------

(1)      The  stock   options  vest  and  become   exercisable   in  four  equal
         installments  on each of November 11, 2002,  May 15, 2003, May 15, 2004
         and May 15, 2005.

(2)      These  stock  options  vest  and  become   exercisable  in  four  equal
         installments  on each of January 31, 2002,  July 31, 2002,  January 31,
         2003 and January 31, 2004.

(3)      Options  covering an  aggregate  of  3,054,000  shares were  granted to
         employees during fiscal 2002.

(4)      The exercise price and tax withholding  obligations related to exercise
         may be paid by delivery  of already  owned  shares,  subject to certain
         conditions.

(5)      The  potential  realizable  value is based on the  assumption  that the
         common stock appreciates at the annual rate shown (compounded annually)
         from the date of grant until the  expiration of the option term.  These
         amounts are calculated  pursuant to applicable  requirements of the SEC
         and do not  represent  a  forecast  of the future  appreciation  of the
         common stock.



                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

The  following  table  sets  forth,  for each of the Named  Executive  Officers,
certain information  regarding the exercise of stock options during fiscal 2002,
the number of shares of common  stock  underlying  stock  options held at fiscal
year-end  and the value of options held at fiscal  year-end  based upon the last
reported  sales  price of the  common  stock on The  Nasdaq  National  Market on
December 31, 2002 ($4.09 per share).




                          SHARES                     NUMBER OF SECURITIES
                         ACQUIRED                   UNDERLYING UNEXERCISED          VALUE OF UNEXERCISED
                            ON         VALUE              OPTIONS AT               IN-THE-MONEY OPTIONS AT
                         EXERCISE    REALIZED          DECEMBER 31, 2002              DECEMBER 31, 2002
                         --------    --------    -----------------------------   ----------------------------
NAME                                             EXERCISABLE     UNEXERCISABLE   EXERCISABLE    UNEXERCISABLE
----                                             -----------     -------------   -----------    -------------
                                                                                    
Gerard Guez..........       --          --          1,016,668          750,000       --               --
Todd Kay.............       --          --            683,332          750,000       --               --
Eddy Yuen............       --          --            204,000           87,500       --               --
Karen Wasserman......       --          --             85,000           25,000       --               --
Patrick Chow.........       --          --             32,000           30,000       --               --



                             DIRECTORS' COMPENSATION

We pay to each director who is not employed by the Company  $4,000 per month for
attending  meetings of the Board of  Directors  and  committees  of the Board of
Directors,  and reimburses  such person for all expenses  incurred by him in his
capacity  as a director  of the  Company.  In  addition,  the  Chairman  of each
committee receives $2,000


                                       13



per year for such service.  The Board of Directors may modify such  compensation
in the future.  In addition,  each  director  not employed by the Company,  upon
joining the Board of Directors, will receive an option to purchase 20,000 shares
of our common  stock and,  thereafter,  an option to  purchase  4,000  shares of
common  stock  on the  date of each  annual  meeting  at which  such  person  is
reelected to serve as a director. Such options will have an exercise price equal
to the fair market value of such shares on the date of grant, become exercisable
so long as the  recipient  continues to serve as a director in four equal annual
installments  commencing  on the first  anniversary  of the grant  thereof,  and
expire on the tenth anniversary of the date of grant.

                       EMPLOYMENT AND SEVERANCE AGREEMENTS

The Company has entered  into  employment  contracts  with the  following  Named
Executive Officers.

Pursuant to an  employment  contract  dated as of January 1, 1998, as amended on
January 10, 2000 and as of April 1, 2003 (the "Guez Agreement"), Gerard Guez has
been  employed as the Chairman of the Board and Chief  Executive  Officer of the
Company.  The Guez Agreement  initially provided that Mr. Guez receive an annual
salary of $1,000,000  and,  provided the Company  reports  specified  amounts of
pre-tax  income  as set  forth  in  the  agreement,  an  annual  bonus  of up to
$2,000,000 and an option to purchase up to 666,668  shares of common stock.  The
Guez Agreement was amended on January 10, 2000 to provide for a reduction of the
annual base salary to $500,000  and to extend the  expiration  of the  agreement
from  December  31,  2002 to March  31,  2003.  As of April  1,  2003,  the Guez
Agreement was further  amended to extend the agreement  until March 31, 2006. As
amended, the Guez Agreement currently provides for Mr. Guez to receive an annual
salary of $500,000  for the period from April 1, 2003  through  March 31,  2004,
$750,000  for the  period  from  April 1,  2004  through  March  31,  2005,  and
$1,000,000  for the period from April 1, 2005 through March 31, 2006, as well as
an annual bonus based on a percentage  of the Company's  pre-tax  income for the
period.  Mr. Guez resigned as Chief  Executive  Officer in October 2001, but was
re-appointed to this position in March 2003.

Pursuant to an  employment  contract  dated as of January 1, 1998, as amended on
January  10,  2000 and as of April 1, 2003 (the "Kay  Agreement"),  Todd Kay has
been  employed as the  President of the  Company.  The Kay  Agreement  initially
provided that Mr. Kay receive an annual salary of $1,000,000  and,  provided the
Company  reports  specified  amounts  of  pre-tax  income  as set  forth  in the
agreement,  an annual bonus of up to $2,000,000  and an option to purchase up to
333,332  shares of common  stock.  The Kay  Agreement was amended on January 10,
2000 to provide  for a reduction  of the annual  base salary to $500,000  and to
extend the expiration of the agreement from December 31, 2002 to March 31, 2003.
As of April 1,  2003,  the Kay  Agreement  was  further  amended  to extend  the
agreement until March 31, 2006. As amended, the Kay Agreement currently provides
for Mr. Kay to receive an annual salary of $500,000 for the period from April 1,
2003 through March 31, 2004,  $750,000 for the period from April 1, 2004 through
March 31, 2005,  and  $1,000,000 for the period from April 1, 2005 through March
31,  2006,  as well as an annual bonus based on a  percentage  of the  Company's
pre-tax income for the period.  Mr. Kay resigned as President in September 2003,
but continues to serve as Vice Chairman of the Board of Directors.

Pursuant to an employment  contract dated January 7, 2002, as amended  effective
January 1, 2003 (the "Chow  Contract"),  Patrick Chow has been employed as Chief
Financial Officer of the Company.  The Chow Contract provides for an annual base
salary of $250,000.  The contract will be subject to automatic  renewal annually
and either  party  must give 60 days  notice of intent to  terminate  employment
prior to the annual renewal date.

                             EMPLOYEE BENEFIT PLANS

The Company has adopted the Tarrant  Apparel Group Employee  Incentive Plan (the
"Employee  Incentive  Plan").  Up to  5,100,000  shares of our common  stock are
authorized to be issued  pursuant to the Employee  Incentive  Plan. The Employee
Incentive Plan currently  provides for the issuance of incentive  stock options,
non-qualified  stock options,  stock appreciation  rights,  restricted stock and
other performance-based  benefits. The purpose of the Employee Incentive Plan is
to enable the  Company to  attract,  retain and  motivate  officers,  directors,
employees  and  independent   contractors  by  providing  for  performance-based
benefits.  The  Employee  Incentive  Plan is  administered  by the  Compensation
Committee  of the Board of  Directors.  As of  December  31,  2002,  there  were
3,376,487 shares of our common stock subject to outstanding  options,  1,723,513
shares (subject to adjustment to prevent dilution)  available for awards granted
under the Employee Incentive Plan.


                                       14



In 1994, the Company  adopted a Profit Sharing 401(k) Plan (the "Profit  Sharing
Plan") which is intended to be qualified  under  Section  401(k) of the Internal
Revenue Code of 1986,  as amended.  To be eligible,  an employee  must have been
employed by the Company for at least one year.  The Profit  Sharing Plan permits
employees  who have  completed  one year of  service  to defer from 1% to 15% of
their  annual  compensation  into the Profit  Sharing  Plan.  Additional  annual
contributions  may be made at the  discretion  of the  Company,  and a 50% (100%
effective July 1, 1995) matching contribution may be made by the Company up to a
maximum of 6% (5% effective July 1, 1995) of a participating  employee's  annual
compensation. Contributions made by the Company vest according to a schedule set
forth in the Profit Sharing Plan.

In 1992,  Tarrant HK  adopted a  National  Mutual  Central  Provident  Fund (the
"Provident  Fund")  which has been  approved  under  Section  87A of the  Inland
Revenue Ordinance by the Inland Revenue Department of Hong Kong. To be eligible,
an  employee  must have been  employed by Tarrant HK for at least one service to
defer 5% of their annual  compensation  into the Provident Fund. Annual matching
contributions  are made by  Tarrant  HK.  Contributions  made by Tarrant HK vest
according to a schedule set forth in the Provident Fund.

For 2003, the Company adopted an Incentive  Compensation Plan for executives and
employees based on specific goals and criteria.  If the Company is able to reach
certain revenue targets in 2003, incentive payments will be distributed, but the
amounts will depend in part on individual performance as well.

          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

The  Compensation  Committee  of our Board of  Directors  currently  consists of
Messrs. Koffman,  Mizrachi and Simbal, Russ and Farouze. Mr. Aved also served as
a member of the  Compensation  Committee  until  September  2003.  None of these
individuals  was an officer or employee of the Company at any time during fiscal
2002. No current  executive officer of the Company has served as a member of the
board of directors or compensation committee of any entity for which a member of
our Board of  Directors  or  Compensation  Committee  has served as an executive
officer.


                                       15



PRINCIPAL SHAREHOLDERS

The  following  table  sets  forth as of  October  15,  2003,  unless  otherwise
indicated,  certain information relating to the ownership of our common stock by
(i) each  person  known by the Company to be the  beneficial  owner of more than
five percent of the  outstanding  shares of our common  stock,  (ii) each of the
Company's  directors,  (iii) each of our Chief Executive  Officer and other four
most  highly  compensated  executive  officers,  and (iv)  all of the  Company's
directors,  Chief  Executive  Officer  and other  four most  highly  compensated
executive  officers as a group.  Except as may be indicated in the  footnotes to
the table and subject to applicable  community  property laws,  each such person
has the sole voting and investment  power with respect to the shares owned.  The
address of each person  listed is in care of the Company,  3151 East  Washington
Blvd.,  Los Angeles,  CA 90023,  unless  otherwise set forth below such person's
name.




NAME AND ADDRESS                                                   NUMBER OF SHARES OF       PERCENT (1)
----------------                                                      COMMON STOCK           -----------
                                                                 BENEFICIALLY OWNED (1)
                                                                 ----------------------
                                                                                          
DIRECTORS AND NAMED EXECUTIVE OFFICERS:
Gerard Guez, CEO & Chairman of Board of Directors................     6,861,519  (2)            34.5%
Todd Kay, Vice Chairman of Board of Directors....................     3,499,999  (3)            17.9%
Karen Wasserman, Executive VP - General Merchandising Manager....       130,000  (4)              *
Barry Aved, President & Director.................................        82,000  (5)              *
Patrick Chow, CFO & Director.....................................        32,000  (6)              *
Joseph Mizrachi, Director........................................        11,000  (6)              *
Mitchell Simbal, Director........................................        10,000  (6)              *
Milton Koffman, Director.........................................        10,000  (6)              *
Larry Russ, Director.............................................             -                   -
Stephane Farouze, Director.......................................             -                   -

5% HOLDERS:
Rosa Lisette Nacif Benavides.....................................     3,000,000  (7)            16.1%
    Edgar Allen #231, Col. Polanco, C.P. 11550, Mexico, D.F.
Kamel Nacif Borge................................................     2,724,000  (8)            13.9%
    Edgar Allen #231, Col. Polanco, C.P. 11550, Mexico, D.F.
Jamil Textil, S.A. de C.V........................................     1,724,000  (9)             9.3%
    Edgar Allen #231, Col. Polanco, C.P. 11550, Mexico, D.F.
Lord, Abbett & Co................................................     1,162,234  (10)            6.2%
    90 Hudson Street, Jersey City, NJ 07302
Emerald Point Inc................................................     1,019,093  (11)            5.5%
    P.O. Box CR-54697, Nassau, Bahamas

Directors and officers as a group (10 persons)...................    10,636,518  (12)           50.7%

*      Less than one percent.
----------

(1)      Under Rule 13d-3, certain shares may be deemed to be beneficially owned
         by more than one person (if,  for example,  persons  share the power to
         vote or the power to dispose of the shares).  In  addition,  shares are
         deemed to be beneficially owned by a person if the person has the right
         to acquire the shares (for example,  upon exercise of an option) within
         60 days  of the  date as of  which  the  information  is  provided.  In
         computing the percentage  ownership of any person, the amount of shares
         outstanding  is deemed to  include  the  amount of shares  beneficially
         owned  by such  person  (and  only  such  person)  by  reason  of these
         acquisition  rights. As a result,  the percentage of outstanding shares
         of any person as shown in this table does not  necessarily  reflect the
         person's actual ownership or voting power with respect to the number of
         shares of common  stock  actually  outstanding  at  October  15,  2003.
         Percentage  ownership is based upon  18,597,443  shares of common stock
         issued and outstanding as of October 15, 2003.
(2)      Includes  461,518  shares  held by GKT  Investments,  LLC,  a  Delaware
         limited  liability  company owned 100% by Mr. Guez and 1,266,668 shares
         of common stock  reserved for issuance  upon  exercise of stock options
         which are or will become  exercisable on or prior to December 14, 2003.
         Mr.  Guez has  pledged an  aggregate  of


                                       16



         5,494,851  of such  shares to  financial  institutions  to  secure  the
         repayment of loans to Mr. Guez or corporations controlled by Mr. Guez.
(3)      Includes  933,332  shares of common stock  reserved  for issuance  upon
         exercise of stock options,  which are or will become  exercisable on or
         prior to  December  14,  2003.  Mr.  Kay has  pledged an  aggregate  of
         1,015,000  of such  shares to  financial  institutions  to  secure  the
         repayment  of loans to Mr. Kay or  corporations  controlled  by the Mr.
         Kay.
(4)      Includes  85,000  shares of common stock  reserved  for  issuance  upon
         exercise of stock options,  which are or will become  exercisable on or
         prior to December 14, 2003.
(5)      Includes  22,000  shares of common stock  reserved  for  issuance  upon
         exercise of stock options,  which are or will become  exercisable on or
         prior to December 14, 2003.
(6)      Consists of shares of common stock  reserved for issuance upon exercise
         of stock options,  which are or will become  exercisable on or prior to
         December 14, 2003.
(7)      As disclosed on Schedule 13G as filed on June 24, 2003.
(8)      Includes  1,724,000  shares held by Jamil Textil,  S.A. de C.V. ("Jamil
         Textil") and 1,000,000  shares  issuable upon exercise of stock options
         held by Mr. Nacif which are or will become  exercisable  on or prior to
         December 14, 2003. Mr. Nacif is a principal  shareholder  and President
         of Jamil  Textil  and in such role may be deemed  to  beneficially  own
         shares held by Jamil Textil. Mr. Nacif disclaims  beneficial  ownership
         of such shares except to the extent of his pecuniary  interest therein.
         Certain information regarding the beneficial ownership of Mr. Nacif and
         Textil is taken from a Schedule 13G as filed on March 27, 2003.
(9)      Information  regarding the beneficial ownership of Textil is taken from
         a Schedule 13G as filed on March 27, 2003.
(10)     As disclosed on Schedule 13G/A filed on January 28, 2002.
(11)     As disclosed on Schedule 13D filed on September 13, 2002.
(12)     Includes  2,370,000  shares of common stock  reserved for issuance upon
         exercise of stock  options  that are or will become  exercisable  on or
         prior to December 14, 2003.



The information as to shares beneficially owned has been individually  furnished
by the respective  directors,  executive officers,  and other  shareholders,  or
taken from documents filed with the SEC.


SHAREHOLDER PROPOSALS

Any  shareholder who intends to present a proposal at the 2004 Annual Meeting of
Shareholders  for  inclusion in the  Company's  Proxy  Statement  and Proxy form
relating to such Annual Meeting must submit such proposal to us at our principal
executive offices by December 26, 2003. In addition,  in the event a shareholder
proposal is not received by us by March 11,  2004,  the Proxy to be solicited by
the Board of Directors  for the 2004 Annual  Meeting  will confer  discretionary
authority  on the  holders  of the Proxy to vote the shares if the  proposal  is
presented at the 2004 Annual  Meeting  without any discussion of the proposal in
the Proxy Statement for such meeting.

SEC rules and regulations provide that if the date of our 2004 Annual Meeting is
advanced or delayed more than 30 days from the date of the 2003 Annual  Meeting,
shareholder  proposals  intended to be included in the proxy  materials  for the
2004 Annual  Meeting must be received by us within a  reasonable  time before we
begin to print and mail the proxy  materials for the 2004 Annual  Meeting.  Upon
any  determination  by us that  the  date of the  2004  Annual  Meeting  will be
advanced  or  delayed  by more  than 30 days  from the  date of the 2003  Annual
Meeting,  we will disclose such change in the earliest possible Quarterly Report
on Form 10-Q.


SOLICITATION OF PROXIES

It is expected  that the  solicitation  of Proxies will be by mail. We will bear
the cost of  solicitation by management.  We will reimburse  brokerage firms and
other  persons  representing  beneficial  owners of shares for their  reasonable
disbursements  in forwarding  solicitation  material to such beneficial  owners.
Proxies may also be solicited by certain of our directors and officers,  without
additional  compensation,   personally  or  by  mail,  telephone,   telegram  or
otherwise.


                                       17



ANNUAL REPORT ON FORM 10-K

OUR ANNUAL  REPORT ON FORM 10-K,  WHICH HAS BEEN FILED WITH THE  SECURITIES  AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2002, WILL BE MADE AVAILABLE
TO  SHAREHOLDERS  WITHOUT  CHARGE UPON  WRITTEN  REQUEST TO INVESTOR  RELATIONS,
TARRANT APPAREL GROUP, 3151 EAST WASHINGTON BOULEVARD,  LOS ANGELES,  CALIFORNIA
90023.


                                          ON BEHALF OF THE BOARD OF DIRECTORS

                                          ------------------------------------
                                          GERARD GUEZ, CHAIRMAN OF THE BOARD



3151 East Washington Boulevard
Los Angeles, California 90023
______________, 2003


                                       18



                                   APPENDIX A

                            CERTIFICATE OF AMENDMENT
                                       OF
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                              TARRANT APPAREL GROUP

The undersigned Gerard Guez and Patrick Chow certify that:

1.       They are the  Chief  Executive  Officer  and Chief  Financial  Officer,
         respectively, of Tarrant Apparel Group, a California corporation.

2.       ARTICLE THREE of the Articles of  Incorporation  of this corporation is
         replaced in its entirety with the following:

              "THREE:  This  corporation  is  authorized to issue two classes of
              shares  of stock  designated,  respectively,  "Common  Stock"  and
              "Preferred Stock." The number of shares of Common Stock authorized
              to be issued is 100,000,000  and the number of shares of Preferred
              Stock authorized to be issued is 2,000,000,  all of which shall be
              without par value."

3.       The foregoing  amendment of the Articles of Incorporation has been duly
         approved by the Board of Directors.

4.       The foregoing  amendment of the Articles of Incorporation has been duly
         approved by the required vote of the  shareholders  in accordance  with
         Section 902 of the  California  Corporations  Code. The total number of
         outstanding  shares of the  corporation is 18,597,443  shares of Common
         Stock and 881,732 shares of Series A Convertible  Preferred  Stock. The
         number of shares voting in favor of the  amendment  equaled or exceeded
         the vote required.  The  percentage  vote required was more than 50% of
         the Common Stock.

I  further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of my own knowledge.


DATE:  _____________________


                                           -------------------------------------
                                           Gerard Guez, Chief Executive Officer


                                           -------------------------------------
                                           Patrick Chow, Chief Financial Officer





                              TARRANT APPAREL GROUP
                    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The  undersigned,  a shareholder  of TARRANT  APPAREL  GROUP,  a California
corporation (the "Company"),  hereby nominates,  constitutes and appoints Gerard
Guez and Patrick Chow, or either one of them, as proxy of the undersigned,  each
with full power of substitution,  to attend, vote and act for the undersigned at
the Special Meeting of  Shareholders  of the Company,  to be held on December 4,
2003,  and  any  postponements  or  adjournments   thereof,  and  in  connection
therewith,  to vote and  represent  all of the shares of the  Company  which the
undersigned would be entitled to vote with the same effect as if the undersigned
were present, as follows:

A VOTE FOR ALL PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS:

Proposal 1. To  approve  the  issuance  of  up to  8,817,320  shares  of  common
            stock  issuable upon conversion of the outstanding  shares of Series
            A Preferred Stock.

            |_| FOR                |_| AGAINST              |_| ABSTAIN

Proposal 2. To  approve  an  amendment to  the  Company's  Amended and  Restated
            Articles of  Incorporation  to  increase  the  authorized  number of
            shares common stock from 35,000,000 to 100,000,000.

            |_| FOR                |_| AGAINST              |_| ABSTAIN

Proposal 3. To approve the grant of options to purchase 400,000 shares of common
            stock to our President.

            |_| FOR                |_| AGAINST              |_| ABSTAIN

     The  undersigned  hereby  revokes  any other  proxy to vote at the  Special
Meeting,  and hereby  ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof.  With respect to matters not
known at the time of the  solicitation  hereof,  said proxies are  authorized to
vote in accordance with their best judgment.

     THIS  PROXY WILL BE VOTED IN  ACCORDANCE  WITH THE  INSTRUCTIONS  SET FORTH
ABOVE OR, TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED AS A
GRANT OF AUTHORITY TO VOTE FOR ALL PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED
AT THE SPECIAL  MEETING,  THIS PROXY CONFERS  AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES.

     The  undersigned  acknowledges  receipt  of a copy of the Notice of Special
Meeting and accompanying  Proxy Statement dated November ___, 2003,  relating to
the Special Meeting.

                                        Dated:___________________________, 2003

                                        Signature:_____________________________

                                        Signature:_____________________________
                                                  Signature(s) of Shareholder(s)
                                                  (See Instructions Below)

                                        The    Signature(s)     hereon    should
                                        correspond  exactly  with the name(s) of
                                        the  Shareholder(s)   appearing  on  the
                                        Share  Certificate.  If  stock  is  held
                                        jointly,  all joint owners  should sign.
                                        When  signing  as  attorney,   executor,
                                        administrator,   trustee  or   guardian,
                                        please  give  full  title  as  such.  If
                                        signer is a corporation, please sign the
                                        full corporation name, and give title of
                                        signing officer.

           |_| Please indicate by checking this box if you anticipate
                         attending the Special Meeting.

                PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
                      PROMPTLY USING THE ENCLOSED ENVELOPE