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

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                   For the fiscal year ended December 31, 2003

                                       or

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

                For the transition period from ______ to _______

                         Commission File Number: 0-26006

                              TARRANT APPAREL GROUP
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                                          95-4181026
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         3151 EAST WASHINGTON BOULEVARD
                          LOS ANGELES, CALIFORNIA 90023
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (323) 780-8250

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

                                      NONE

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

                                  COMMON STOCK

         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 [X] No [_]

         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. [_]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes [_] No [X]

         As of June 30,  2003,  the  aggregate  market value of the Common Stock
held by  non-affiliates  of the Registrant was  approximately  $16,804,979 based
upon the closing price of the Common Stock on that date.

         Number of shares of Common Stock of the  Registrant  outstanding  as of
March 26, 2004: 28,814,763.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the  Registrant's  definitive  Proxy  Statement to be filed
with the  Securities  and  Exchange  Commission  pursuant to  Regulation  14A in
connection  with the 2004 Annual Meeting of  Shareholders  are  incorporated  by
reference into Part III of this Report.


<PAGE>


                                EXPLANATORY NOTE

         We are  filing  this  Annual  Report on Form  10-K/A for the year ended
December 31, 2003 (the "Amended Annual  Report"),  to amend our Annual Report on
Form 10-K for the year ended December 31, 2003 (the "Original  Annual  Report"),
which was  originally  filed with the Securities  and Exchange  Commission  (the
"SEC") on March 31, 2004 and amended on May 31, 2005. The Company is filing this
Amended  Annual  Report in  response  to  comments  received  from the SEC.  The
following  Items amend the Original Annual Report,  as amended,  as permitted by
the rules and regulations of the SEC. Unless otherwise  stated,  all information
contained in this Amended Annual Report is as of March 31, 2004. All capitalized
terms used herein but not otherwise  defined shall have the meanings ascribed to
them in the Original Annual Report.


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<PAGE>


                                     PART II

ITEM 9A. CONTROLS AND PROCEDURES

         EVALUATION OF CONTROLS AND PROCEDURES

         Members of the  company's  management,  including  our Chief  Executive
Officer and Chief  Financial  Officer have  evaluated the  effectiveness  of our
disclosure controls and procedures,  as defined by paragraph (e) of Exchange Act
Rules 13a-15 or 15d-15,  as of December 31, 2003,  the end of the period covered
by this report.  Based upon that  evaluation,  the Chief  Executive  Officer and
Chief Financial  Officer  concluded that our disclosure  controls and procedures
are effective.

         CHANGES IN CONTROLS AND PROCEDURES

         There were no changes in our internal control over financial  reporting
or in other factors  identified in connection  with the  evaluation  required by
paragraph  (d) of Exchange Act Rules 13a-15 or 15d-15 that  occurred  during our
fourth quarter ended  December 31, 2003 that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

         RECOMMENDATIONS OF OUR AUDITORS

         During 2003, our prior independent public  accountants,  Ernst & Young,
LLP, advised us and discussed with the Audit Committee of our Board of Directors
that,  due in part to certain  acquisitions  by our  subsidiaries  in Mexico and
modifications to our inventory costing methodology,  certain improvements in the
internal controls of those  subsidiaries were necessary to ensure reporting from
the  subsidiaries  would be  sufficient  for us to  develop  reliable  financial
statements.  We have and will continue to address the deficiencies identified by
Ernst & Young, LLP in consultation with Grant Thornton, LLP, our new independent
public accountants.

         In connection with its audit of our consolidated  financial  statements
for the year ended  December  31, 2003,  Grant  Thornton  LLP,  our  independent
accountants,  advised  the  Audit  Committee  and  management  of our  need  for
additional staff with expertise in preparing  required  disclosures in the notes
to the financial statements,  and our need to develop greater internal resources
for  researching  and  evaluating  the  appropriateness  of  complex  accounting
principles and evaluating  the effect of new  accounting  pronouncements  on the
company.   Grant  Thornton  LLP  considers   these  matters  to  be  significant
deficiencies as that term is defined under standards established by the American
Institute  of Certified  Public  Accountants.  We  considered  these  matters in
connection with the preparation of the December 31, 2003 consolidated  financial
statements  included in this Form 10-K and also  determined that no prior period
financial  statements were materially  affected by such matters.  In response to
the observations made by Grant Thornton,  LLP, in 2004 we will implement certain
enhancements to our financial reporting processes,  including increased training
of  staff  on SEC  financial  reporting  requirements  and  the  acquisition  of
accounting  research  tools.  We believe  these  steps will  address the matters
raised by Grant Thornton LLP.


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<PAGE>


                                   SIGNATURES

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

                                           TARRANT APPAREL GROUP

                                     By:        /S/ CORAZON REYES
                                           -------------------------
                                                  Corazon Reyes
                                             Chief Financial Officer

                                POWER OF ATTORNEY

         The  undersigned  directors  and officers of Tarrant  Apparel  Group do
hereby  constitute and appoint Barry Aved and Corazon  Reyes,  and each of them,
with full power of  substitution  and  resubstitution,  as their true and lawful
attorneys  and agents,  to do any and all acts and things in our name and behalf
in our  capacities  as  directors  and  officers  and to  execute  any  and  all
instruments  for us and in our names in the capacities  indicated  below,  which
said  attorney  and  agent,  may deem  necessary  or  advisable  to enable  said
corporation to comply with the  Securities  Exchange Act of 1934, as amended and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in  connection  with this  Annual  Report on Form  10-K,  including
specifically but without  limitation,  power and authority to sign for us or any
of us in our names in the  capacities  indicated  below,  any and all amendments
(including  post-effective  amendments)  hereto,  and we do  hereby  ratify  and
confirm all that said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof.

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

          SIGNATURE                        TITLE                       DATE
          ---------                        -----                       ----

      /S/ BARRY AVED             Chief Executive Officer           June 9, 2005
----------------------------     and Director
        Barry Aved

     /S/ CORAZON REYES           Chief Financial Officer           June 9, 2005
----------------------------     and Director (Principal
       Corazon Reyes             Financial and Accounting
                                 Officer)

      /S/ GERARD GUEZ            Chairman of the Board of          June 9, 2005
----------------------------     Directors
        Gerard Guez

       /S/ TODD KAY              Vice Chairman of the Board        June 9, 2005
----------------------------     of Directors
         Todd Kay

      /S/ SIMON MANI             Director                          June 9, 2005
----------------------------
        Simon Mani

   /S/ STEPHANE FAROUZE          Director                          June 9, 2005
----------------------------
     Stephane Farouze

    /S/ MITCHELL SIMBAL          Director                          June 9, 2005
----------------------------
      Mitchell Simbal

   /S/ JOSEPH MIZRACHI           Director                          June 9, 2005
----------------------------
      Joseph Mizrachi

    /S/ MILTON KOFFMAN           Director                          June 9, 2005
----------------------------
      Milton Koffman


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