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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported): August 9, 2007


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


         CALIFORNIA                    0-26006                   95-4181026
(State or Other Jurisdiction         (Commission              (I.R.S. Employer
      of Incorporation)              File Number)            Identification No.)


                           3151 EAST WASHINGTON BOULEVARD
                                LOS ANGELES, CALIFORNIA            90023
                      (Address of Principal Executive Offices)   (Zip Code)


                                 (323) 780-8250
              (Registrant's Telephone Number, Including Area Code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))





ITEM 5.03         AMENDMENTS TO ARTICLES OF INCORPORATION  OR BYLAWS;  CHANGE IN
                  FISCAL YEAR

         Effective as of August 9, 2007, our Board of Directors amended Sections
2.07(a) and 2.08 of Article II of Tarrant  Apparel  Group's  Restated  Bylaws to
provide for the issuance,  recordation  and transfer of  uncertificated  shares.
Section  2.07(a)  and  2.08  of  Article  II  of  our  Bylaws   previously  only
contemplated the issuance, recordation and transfer of certificated shares.

         The full text of our Bylaws, as amended, is filed as an exhibit to this
report.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements of business acquired.

                  None.

         (b)      Pro forma Financial Information.

                  None.

         (c)      Shell company transactions.

                  None

         (d)      Exhibits.

                  3.2      Restated  Bylaws.  (Incorporated  by Reference to the
                           Registrant's Registration Statement on Form S-1 filed
                           on May 4, 1995.)

                  3.3      Amendment  to  Restated  Bylaws  of  Tarrant  Apparel
                           Group, dated August 9, 2007.


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                                    SIGNATURE

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


                                    TARRANT APPAREL GROUP

Date:    August 9, 2007             By: /s/ David Burke
                                        ----------------------------------------
                                        David Burke, Chief Financial Officer


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