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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

     [X]           ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

     [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934

         For the Fiscal Year Ended                Commission File No. 0-14674
             November 30, 1996

                               ANDOVER TOGS, INC.
             (Exact name of Registrant as specified in its charter)

                 Delaware                                13-5677957
         (State or other jurisdic-                      (IRS Employer
         tion of incorporation or                   Identification Number)
               organization)

        1333 Broadway, New York, New York                  10018
     (Address of Principal Executive Offices)           (Zip Code)

       Registrant's telephone number, including area code: (212) 244-0700

           Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of Each Exchange
       Title of Each Class                        on Which Registered
       -------------------                         -------------------
              None                                       None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

      TITLE OF CLASS:  COMMON STOCK, $.10 PAR VALUE

               INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

YES [ ]       NO [X]



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               Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

               The aggregate market value at August 8, 1997 of shares of the
Registrant's Common Stock, $.10 par value (based upon the mean between the bid
and asked price of such stock as reflected in the over-the-counter market on
such date), held by non-affiliates of the Registrant was approximately $765,865.
Solely for the purposes of this calculation, shares held by directors and
officers of the Registrant have been excluded. Such exclusion should not be
deemed a determination or an admission by the Registrant that such individuals
are, in fact, affiliates of the Registrant.

               Indicate by checkmark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes [ ]      No  [X]

               Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: At August 8, 1997,
there were outstanding 4,470,815 shares of the Registrant's Common Stock, $.10
par value.

                    Documents Incorporated by Reference: None




                                     * * *

                                EXPLANATORY NOTE




               This Amendment to Form 10-K is being filed because the signature
page was inadvertently omitted in the original filing.

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                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  August 15, 1997

                                        ANDOVER TOGS, INC.


                                        By: /s/ William L. Cohen
                                            ----------------------
                                        William L. Cohen, Chairman
                                        of the Board, President and
                                        Chief Executive Officer

                                        By: /s/ Alan Kanis
                                           ------------------------
                                        Alan Kanis, Treasurer, Chief Financial
                                        and Chief Accounting Officer

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

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     Signature                            Title                                 Date
     ---------                            -----                                 -----
<S>                                    <C>                                <C> 
/s/ George S. Blumenthal               Director                           August 15,  1997
----------------------------------
George S. Blumenthal

/s/ Peter A. Cohen                     Director                           August 15, 1997
----------------------------------
Peter A. Cohen

/s/ William L. Cohen                   Director, Chairman of the          August 15, 1997
----------------------------------     Board President and
William L. Cohen                       Chief Executive Officer
                                       

/s/ Donald D. Shack                    Director and Secretary             August 15, 1997
----------------------------------
Donald D. Shack

/s/ Monte Wolfson                      Director                           August 15, 1997
----------------------------------
Monte Wolfson

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