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     As filed with the Securities and Exchange Commission on March 17, 1999
 
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                  FORM 10-K/A
 
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 (FEE REQUIRED)
 
                  For the fiscal year ended December 31, 1998
                                      or
 
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
 
                For the transition period from        to
 
                        Commission File Number: 0-26430
 
                             TARRANT APPAREL GROUP
            (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                 California                                      95-4181026
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                    Identification Number)
</TABLE>
 
                        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. [X]
 
As of March 1, 1999, the aggregate market value of the Common Stock held by
non-affiliates of the registrant was approximately $241,700,000, 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 1,
1999: 13,836,955.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant's definitive Proxy Statement to be filed with
Securities and Exchange Commission pursuant to Regulation 14A in connection
with the 1999 Annual Meeting are incorporated by reference into Part III of
this Report. Such Proxy Statement will be filed with the Securities and
Exchange Commission not later than 120 days after the registrant's fiscal year
ended December 31, 1998.
 
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                                  SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 8, 1999.
 
                                          TARRANT APPAREL GROUP
 
                                                     /s/ Gerard Guez
                                          By: _________________________________
                                                        Gerard Guez,
                                                  Chief Executive Officer
 
  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 Company
and in the capacities and on the dates indicated.
 
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<CAPTION>
             Signature                           Title                    Date
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
         /s/ Gerard Guez             Chairman, Chief Executive       March 8, 1999
____________________________________  Officer and Director
            Gerard Guez               (Principal Executive
                                      Officer)
 
           /s/ Todd Kay              President and Director          March 8, 1999
____________________________________
              Todd Kay
 
       /s/ Mark B. Kristof           Vice President--Finance,        March 8, 1999
____________________________________  Chief Financial Officer and
          Mark B. Kristof             Director (Principal
                                      Financial and Accounting
                                      Officer)
 
      /s/ Karen S. Wasserman         Executive Vice President,       March 8, 1999
____________________________________  General Merchandising
         Karen S. Wasserman           Manager and Director
 
          /s/ Barry Aved             Director                        March 8, 1999
____________________________________
             Barry Aved
 
       /s/ James R. Miller           Director                        March 8, 1999
____________________________________
          James R. Miller
</TABLE>
 
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