EXHIBIT 10.60

                                                   AMENDMENT NO. 1
                                                         TO
                                                 TRADEMARK AGREEMENT


         AMENDMENT  NO.  1  TO  TRADEMARK  COLLATERAL  ASSIGNMENT  AND  SECURITY
AGREEMENT  made as of this 1st day of June,  1997 (this  "Amendment"),  by FARAH
INCORPORATED,  a Texas  corporation  ("Debtor"),  with  its  principal  place of
business at 8889 Gateway West, El Paso,  Texas 79925 to and in favor of CONGRESS
FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation ("Secured Party"), having
an office at 1201 Main Street, Dallas, Texas 75202.


                                                 W I T N E S S E T H

         WHEREAS, Debtor has adopted, used and is using, and is the owner of the
entire right, title and interest in and to the trademarks,  trade names,  terms,
designs  and  applications  therefor  described  in  Exhibit  A to that  certain
Trademark  Collateral  Assignment and Security  Agreement  dated as of August 2,
1990,  between  Secured Party and Debtor annexed thereto and made a part thereof
(the "Security Agreement"); and

         WHEREAS, Secured Party and Debtor  contemporaneously  therewith entered
into  financing  arrangements  pursuant to which  Secured Party has made and may
continue to make loans and advances and provide other  financial  accommodations
to Debtor as set forth in the Accounts Financing Agreement [Security Agreement],
dated  August  2,  1990,  by and  between  Secured  Party  and  Debtor  and  all
agreements,  documents and instruments  executed and/or  delivered in connection
therewith  or related  thereto  (all of the  foregoing as the same may have been
amended, modified,  supplemented,  extended, renewed, restated or replaced prior
to the date  hereof,  being  collectively  referred  to herein as the  "Original
Financing Agreements"); and

         WHEREAS, certain of the Original Financing Agreements are being amended
and/or  restated  or  confirmed  as of the date  hereof  (as so  amended  and/or
restated  or  confirmed,  such  agreements  and all  agreements,  documents  and
instruments  that now  exist or at any time  hereafter  may be  executed  and/or
delivered in connection  therewith or are related thereto,  as the same may have
been or may be amended,  modified,  supplemented,  extended,  renewed, restated,
replaced or confirmed are called the "Financing Agreements"); and

         WHEREAS,  in order to induce  Secured Party to enter into the Financing
Agreements   and  make  loans  and   advances   and  provide   other   financial
accommodations to Debtor pursuant  thereto,  Debtor desires to confirm its grant
to Secured  Party of certain  collateral  security as set forth in the  Security
Agreement and to supplement such Security  Agreement by adding Exhibit A to this
Amendment to the Security Agreement as provided herein;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Debtor hereby agrees as follows:

         1.       Definitions.  All capitalized terms used herein shall have the
meaning  assigned  thereto in the other Financing  Agreements,  unless otherwise
defined herein.

         2.       Amendment  and  Supplement  to  Exhibit  A.  Exhibit  A to the
Security  Agreement is hereby amended and supplemented by adding thereto Exhibit
A hereto (the "Exhibit A  Supplement"),  as if the Exhibit  Supplement  were set
forth and  incorporated  in  Exhibit A to such  Security  Agreement  and made an
integral part  thereof.  All  references in the Security  Agreement to Exhibit A
shall include the Exhibit A Supplement, as of the date hereof.

         3.       General Representations, Warranties and Covenants. In addition
to the  continuing  representations,  warranties  and  covenants  heretofore  or
hereafter  made by Borrowers and  Guarantors  to Secured  Party  pursuant to the
Financing Agreements, Debtor hereby represents,  warrants and covenants with and
to Secured Party as follows (which representations, warranties and covenants are
continuing  and shall  survive the  execution  and delivery  hereof and shall be
incorporated into and made a part of the Financing Agreements):

                  (a)      No  Event  of  Default  exists  on  the  date of this
Amendment;

                  (b)  This  Amendment  has been duly  executed and delivered by
Debtor and is in full force and effect as of the date hereof, and the agreements
and obligations of Borrowers and Guarantors  contained herein  constitute legal,
valid and binding obligations of Debtor enforceable against Debtor in accordance
with their respective terms; and

                  (c) There is no lien, encumbrance, charge or security interest
in the Trademarks  set forth in the Exhibit A Supplement  other than the lien of
the Security Agreement.

         4.       Conditions Precedent. The effectiveness of the other terms and
conditions  contained herein against Lender shall be subject to the satisfaction
of each of the following:

                  (a)      receipt by Secured Party of each of the following, in
form and substance satisfactory to Secured Party and its counsel:

                        (i)      an original of this Amendment, duly authorized,
executed and delivered by Debtor; and

                        (ii)     such  agreements  from  participants  as may be
required to effectuate the terms and provisions of this Amendment; and

                  (b)      all  representations and warranties contained herein,
in  the  Accounts  Agreement and in the other Financing Agreements shall be true
and correct in all respects; and

                  (c) no Event of Default shall have occurred and no event shall
have occurred or condition be existing which,  with notice or passage of time or
both, would constitute an Event of Default.

         5.    General.

               (a)  The  parties  hereto  acknowledge,  confirm,  and agree that
the  failure  of any of  Borrowers  or any of  Guarantors  to  comply  with  the
covenants, conditions and agreements contained herein or in any other agreement,
document or instrument by any of such parties at any time executed in connection
herewith shall constitute an Event of Default under the Financing Agreements.

                  (b)  Except as modified  pursuant  hereto and  pursuant to all
Financing Agreements as amended and restated or confirmed as of the date hereof,
no other changes to the Financing  Agreements are intended or implied and in all
other  respects  the  Financing  Agreements  are hereby  specifically  ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To
the extent of conflict  between the terms of this Agreement and other  Financing
Agreements  with  respect  to the  subject  matter  hereof,  the  terms  of this
Agreement shall control as to the subject matter hereof.

                  (c)   The  parties  hereto  shall  execute  and  deliver  such
additional  documents  and take such  additional  action as may be  necessary or
desirable to effectuate the provisions and purposes of this Agreement.


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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written.

                                FARAH INCORPORATED


                                By:      /s/ Russell G.
                                Title:   Chief Financial Officer





ACKNOWLEDGED AND AGREED:

CONGRESS FINANCIAL CORPORATION (SOUTHWEST)


By:     /s/ Mark Galovic, Jr.
Title:  Vice President




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STATE  OF TEXAS                                           )
                                                          )   SS.:
COUNTY OF EL PASO                                         )

The  foregoing  instrument  was  acknowledged  before me this 1st day of June,
1997,  as   Russell  G.  Gibson  of  FARAH INCORPORATED, a Texas corporation, on
behalf of each of said corporation.



                                                /s/ Juan E. Portillo
                                                Notary Public, State of Texas



STATE  OF TEXAS                                           )
                                                          )   SS.:
COUNTY OF DALLAS                                          )

The  foregoing  instrument  was  acknowledged  before  me  this   1st     day of
June, 1997, by               Mark Galovic, Jr.              ,  as Vice President
of CONGRESS FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation, on behalf of
said corporation.


                                                /s/ Marcy Chamberlain
                                                Notary Public, State of Texas

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