GARAN, INCORPORATED
                           350 Fifth Avenue
                       New York, New York 10036



                                         January 15, 1997



Mr. William J. Wilson
79 Benedict Hill Road
New Canaan, Connecticut 06840

Dear Bill:

     We are writing to amend and restate, effective as of  October 1, 1996, 
the agreement between you and Garan, Incorporated ("Garan") originally entered 
into as of October l, 1986, and subsequently amended and restated (the 
agreement as amended and now again restated, "Employment Agreement") with 
respect to your continuing employment by Garan.  We have agreed that:

          l.     Position, Duties, and Period of Employment.

               1.l.     Position.

                    Garan hereby continues to employ you, and you agree to 
accept continued employment, as Vice President - Finance and Administration.

               1.2.     Duties.

                    During the period of your employment under this Employment 
Agreement ("Employment Term"), except for vacations, holidays, and personal 
days, as each is authorized by and consistent with the practices of Garan, and 
absences due to psychological, emotional, or physical reasons, you shall 
devote your full business time, skill, and energy to the business and affairs 
of Garan, and you shall use your best efforts to promote the best interests of 
Garan.

               1.3.     Period of Employment.

                    Your employment under this Employment Agreement shall be 
for a term ending September 30, 2000 ("Term End").

          2.     Base Compensation, Annual Bonus, and Executive Employee 
                 Benefits.

               2.1.     Base Compensation and Annual Bonus.

                    During the Employment Term, Garan shall pay to you base 
compensation ("Base Compensation") in each 12 month period commencing October 
1 and ending September 30 ("Fiscal Year") as determined from time to time by 
the Board of Directors of Garan ("Board"), but for the Fiscal Year ending 
September 30, 1997, and for each Fiscal Year thereafter, such amount shall be 
not less than $205,000.  [References to Base Compensation in this Employment 
Agreement shall not give effect to any salary reduction agreement.]  In 
addition to payment of Base Compensation, the Board may determine, but is not 
obligated to, to pay to you an annual Fiscal Year bonus ("Annual Bonus").

               2.2.  Executive Employee Benefits.
                                     During the Employment Term, 
Garan shall provide you with employee benefits determined from time to time by 
the Board, which employee benefits shall be at least as favorable as those 
provided to other senior executives of Garan, and Garan shall maintain a life 
insurance policy on your life payable to your designated beneficiary or 
beneficiaries in the principal amount of not less than $500,000.

          3.   Termination of Employment.

               3.1.Voluntary Termination After a Change of Control Event.

                    If a Change of Control Event, as such term is defined in 
Annex I to this Employment Agreement, occurs at any time during the Employment 
Term, within 6 months after such Change of Control Event you may give notice 
to Garan terminating your employment.  Such termination of employment shall be 
effective on a date set by you but not later than 30 days after you give 
notice of termination to Garan.  In the event of such voluntary termination, 
Garan will pay to you cash severance equal to 2.99 times the sum of (a) the 
average of your Base Compensation determined by the Board in accordance with 
the provisions of Section 2.1 for each of the 5 Fiscal Years ending with the 
Fiscal Year preceding the Fiscal Year in which the Change of Control Event 
occurs plus (b) the average of your last 5 Annual Bonuses determined by the 
Board in accordance with Section 2.1 prior to the Change of Control Event.  
Such severance shall be payable to you on the next business day after the last 
day you render services under this Employment Agreement.  It is expressly 
agreed that this Section 3.1 shall not apply if the Change of Control Event is 
a result of a completed "management buyout" of Garan in which you participate 
as an equity investor.

               3.2.     Termination by Garan Other Than for Cause.

                    If Garan for any reason other than for Cause as defined in 
Annex I to this Employment Agreement (a) terminates your employment prior to 
October 1, 2000, or (b) fails to renew the term of this Employment Agreement 
on substantially the same terms:

                    3.2.a.  Garan shall pay to you an amount equal to the 
greater of (i) two times your Base Compensation plus two times your last 
Annual Bonus as each was last determined by the Board pursuant to Section 2.1 
prior to the date of such termination and (ii) three times your Base 
Compensation as last determined by the Board pursuant to Section 2.1 prior to 
the date of such termination.  Such amount shall be payable in cash, one-third 
within five business days of such termination, one-third on the first 
anniversary of such termination, and one-third on the second anniversary of 
such termination, and

                    3.2.b.  Garan shall continue to provide you with executive 
employee benefits as provided in Section 2.2, or alternatively, shall provide 
you with life insurance, medical reimbursement, disability, and accidental 
death and dismemberment benefit coverage at levels no less favorable than 
those in effect for you pursuant to Section 2.2 on the date of termination of 
your employment if such executive employee benefits were being provided to you 
by Garan immediately prior to the termination of your employment, for a period 
equal to the lesser of (i) two years following the date of termination of your 
employment or September 30, 2000, whichever comes later, or (ii) until you are 
provided by another employer with benefits substantially comparable to the 
benefits described in this Section 3.2.b.

               3.3.     Termination by Garan for Cause.

                    Garan shall have the right to terminate your employment 
under this Employment Agreement at any time upon a determination by Garan to 
dismiss you for Cause as defined in Annex I to this Employment Agreement.  
Upon such termination for Cause, Garan's sole obligation shall be to pay you 
any accrued but unpaid Base Compensation and executive employee benefits 
described in Sections 2.1 and 2.2 as of the date of the termination of your 
employment.

               3.4.     Death.

                    Upon your death during the term of this Employment 
Agreement prior to your becoming Disabled (as defined in Section 3.5), this 
Employment Agreement shall terminate, and all obligations of Garan under this 
Employment Agreement shall terminate simultaneously therewith, except that 
Garan shall pay to your designated beneficiaries, or if no beneficiaries are 
designated, to your estate, any amounts under Sections 2 and 3 which are 
unpaid and earned to the date of your death.  In addition, Garan shall pay to 
your designated beneficiaries, or if no beneficiaries are designated, to your 
estate, an amount equal to 150% of the total of your then Base Compensation 
and last Annual Bonus as each was last determined by the Board in accordance 
with Section 2.1, in 12 equal monthly installments commencing with the first 
day of the month following the date of your death.

               3.5.     Disability.

                    3.5.a.  In the event you incur a Disability, until the 
earlier to occur of the date of your death or the date you become Disabled (as 
such terms are defined in Section 3.5.e), Garan shall continue to pay to you 
your Base Compensation as last determined by the Board in accordance with the 
provisions of Section 2.1 and continue your executive employee benefits set 
forth in Section 2.2.

                    3.5.b.  If you become Disabled, Garan shall (i) continue 
to pay you monthly, regardless of your death after you become Disabled, until 
the later of the Term End or 18 months from the date that you became Disabled, 
but for not more than 36 months, 1/12th of the total of your Base Compensation 
in effect at the date you incurred the Disability plus an amount equal to your 
last Annual Bonus as each was determined by the Board pursuant to the 
provisions of Section 2.1 prior to the date you incurred the Disability, 
reduced by the gross amount payable as a result of such Disability under any 
disability or salary continuation policy or plan, the cost of which is paid by 
Garan, and (ii)  during the period set forth in Section 3.5.a(i), continue 
your other executive employee benefits set forth in Section 2.2 as in effect 
at the first day that you were unable to carry out your duties because of 
psychological, emotional, or physical reasons which resulted in your 
Disability.

                    3.5.c.  If you become Disabled, (i) Garan can remove you 
from the position that you then hold and (ii) the provisions of Sections 3.2 
and 3.4 shall no longer apply, provided that neither Garan nor you shall be 
relieved of any other obligations under this Employment Agreement.

                    3.5.d.  If you die after incurring a Disability but prior 
to becoming Disabled, the provisions of Section 3.4 shall apply in lieu of the 
provisions of this Section 3.5.

                    3.5.e.  For purposes of this Section 3.5, Disability shall 
mean that you are unable to substantially carry out your obligations under 
this Employment Agreement because of psychological, emotional, or physical 
reasons, and Disabled shall mean that your Disability has continued for a 
period of 90 consecutive days or for an aggregate of 120 days during any 
period of 360 consecutive days. 

               3.6.     Automobile.

                    Within 30 days following the last day that you render 
services as an employee to Garan under this Employment Agreement, the date of 
your death, or the date on which you became Disabled, you or your Estate shall 
have the right to elect to purchase from Garan the automobile then owned and 
supplied to you by Garan, if any, at the value thereof on Garan's books at 
such time.  Payment shall be made in cash on the 30th day after you make such 
election.

               3.7.     Parachute Payments.

                    If any amounts payable pursuant to this Employment 
Agreement which are deemed to constitute Parachute Payments, as defined in 
Annex I to this Employment Agreement, when added to any other payments which 
are deemed to constitute Parachute Payments, would result in the imposition on 
you of an excise tax under Section 4999 of the Internal Revenue Code of l986, 
as amended from time to time, the amounts payable under this Employment 
Agreement shall be reduced by the smallest amount necessary to avoid the 
imposition of such excise tax.

          4.Trade Secrets, Non-Competition, Non-Interference, and 
Non-Disparagement.

               4.1.     Trade Secrets.

                    You acknowledge that: (a) your employment by Garan 
throughout the term of this Employment Agreement and prior thereto will bring 
and has brought you into close contact with many confidential affairs of 
Garan, (b) the business of Garan is conducted throughout the United States and 
abroad and competes with similar businesses of other organizations, (c) Garan 
carries on substantial promotional, marketing, and/or sales activities 
throughout the United States and abroad, and (d) the covenants contained in 
Sections 4.2 and 4.3 of this Employment Agreement are specific inducements by 
you to Garan in connection with the execution of this Employment Agreement.

               4.2.     Non-Competition.

                    In recognition of the provisions of Section 4.1 and as 
consideration for your continued employment by Garan, the payment by Garan to 
you of compensation, and Garan providing you with benefits, you agree that:

                    4.2.a.  While you are performing services for Garan 
pursuant to this Employment Agreement, and at all times thereafter, you shall 
not disclose, communicate, or divulge to any person (other than to officers, 
directors, or employees of Garan and its subsidiaries whose duties require 
such knowledge) or use for your personal benefit or for the benefit of anyone 
other than Garan and its subsidiaries, any trade secrets, specifications, 
sales or merchandising plans, programs, research, or other confidential 
information employed in or proposed to be employed in the business of Garan 
and its subsidiaries which comes to or came to your knowledge in the course of 
or by reason of your employment by Garan, or your performance under this 
Employment Agreement.

                    4.2.b.  In the event that (i) your employment pursuant to 
this Employment Agreement is terminated by Garan pursuant to Section 3.2 or 
3.3, or (ii) the term of this Employment Agreement ends, for so long as Garan 
continues to pay you in accordance with its payroll practices, but for not 
more than the 12 month period beginning on the last day you render services to 
Garan, compensation at an annual rate equal to the greater of (x) the total of 
your Base Compensation in effect at the last day that you render services to 
Garan plus your Annual Bonus as each was last determined by the Board pursuant 
to Section 2.1, or (y) the total of your average Base Compensation in the 24 
month period ending on the last day that you render services to Garan plus the 
average of your last two Annual Bonuses as each was determined by the Board 
pursuant to Section 2.1, you shall not directly or indirectly, enter into or 
in any manner take part as an employee, agent, independent contractor, 
consultant, owner, sole proprietor, partner, joint venturer, member, officer, 
director, or shareholder or take part in any other capacity in, for, or with 
any person, firm, corporation, association, or business enterprise, or in any 
manner render any assistance to any business or endeavor, whose business 
activities are the same, similar to, or competitive with any part of the 
business which is conducted by Garan and its subsidiaries during the course of 
your employment by Garan prior to and pursuant to this Employment Agreement in 
any state in the United States and in any territory, possession, or foreign 
country, provided that the provisions of this Section 4.2.b shall not preclude 
you from ownership, as an investor, of less than 5% of the stock of a publicly 
owned company which engages in such business activities.  The provisions of 
this Section 4.2.b may not be invoked by Garan if Garan terminates your 
employment upon or after a Change of Control Event unless the Change in 
Control Event is a result of a completed "management buyout" of Garan in which 
you participate as an equity investor.  In the event Garan determines to pay 
you for the 12-month period referred to above, it shall do so for minimum 
periods of 3 months, and it shall give you notice that it is invoking the 
provisions of this Section 4.2.b and that it will compensate you accordingly.  
The initial such notice shall be given together with the notice of termination 
referred to in Section 3.2 or 3.3, as applicable, or 15 days prior to the end 
of the term of this Employment Agreement, and, thereafter, not later than 15 
days prior to the beginning of each subsequent 3-month period. 

               4.3.     Non-Interference.

                    Upon the termination of your services for Garan under this 
Employment Agreement, until the one year anniversary date of the last day that 
you render services pursuant to this Employment Agreement, neither you nor any 
person, firm, corporation, association, or business enterprise with which you 
are affiliated as an employee, agent, independent contractor, consultant, 
partner, joint venturer, member, officer, director, or shareholder shall 
directly or indirectly induce or attempt to induce any employee of Garan or 
any of its subsidiaries to terminate or alter his or her employment 
relationship with Garan or any of its subsidiaries, or directly or indirectly 
hire any person who is or had been employed by Garan or any of its 
subsidiaries.  The provisions of this Section 4.3 may not be invoked by Garan 
if you terminate your employment pursuant to Section 3.1 or Garan terminates 
your employment upon or after a Change of Control Event.

               4.4.     Non-Disparagement.

                    During the Employment Term and thereafter, (a) you shall 
not directly or indirectly, disparage the name, reputation, or products of 
Garan and (b) Garan shall not, directly or indirectly, disparage your name or 
reputation.

               4.5.     Additional Provisions.

                    4.5.a.  In the event that the provisions of Sections 4.2, 
4.3, or 4.4 should be deemed unenforceable, invalid, or overbroad in whole or 
in part for any reason, any court of competent jurisdiction is, or the 
Arbitrators appointed in accordance with the provisions of Section 5 are, 
hereby authorized, requested, and instructed to reform such sections 
consistent with the intent of Sections 4.2, 4.3, or 4.4 to provide for the 
maximum restraints upon (i) your activities (including, but not limited to, 
time, geographic area, employee solicitation, and disparagement), (ii) and 
with respect to Section 4.4, Garan's activities, which may then be legal and 
valid.

                    4.5.b.  You and Garan agree that violation by you of the 
provisions of Sections 4.1, 4.2, 4.3, or 4.4 or by Garan of the provisions of 
Section 4.4 will cause irreparable injury to the other for which any remedy at 
law would be inadequate, and that the injured party shall be entitled in any 
court of law or equity or in any arbitration proceeding in accordance with 
Section 5, whichever forum is designated by the injured party, to temporary, 
preliminary, permanent, and other injunctive relief against any breach of the 
provisions contained in such sections, and such punitive and compensatory 
damages as shall be awarded.  Further, in the event of a violation of the 
provisions of Sections 4.1, 4.2, 4.3, or 4.4, (i) the period of 
non-disclosure, non-competition, employee non-interference, or 
non-disparagement referred to therein shall be extended for a period of time 
equal to that period beginning on the date when such violation commenced and 
ending when the activities constituting that violation shall be finally 
terminated, and (ii) Garan shall have the right to suspend your compensation 
and benefits and payments made pursuant to Section 4.2.b until the activities 
constituting that violation shall be finally terminated.

          5.     Arbitration and Jurisdiction.

               5.1.     Arbitration.

                    Except as otherwise alternatively provided in Section 4.5 
relating to the reformation of the non-competition, employee non-interference, 
and non-disparagement provisions and obtaining injunctive relief, any 
controversy or claim arising out of or relating to this Employment Agreement, 
or the breach thereof, shall be settled by arbitration by one Arbitrator in 
New York, New York, in accordance with the Rules of the American Arbitration 
Association, and judgment upon the award rendered by the Arbitrator may be 
entered in any court having jurisdiction thereof.

               5.2.     Consent to Jurisdiction.

                    Each of you and Garan hereby consents to the jurisdiction 
of the Supreme Court of the State of New York for the County of New York and 
the United States District Court for the Southern District of New York for all 
purposes in connection with (a) the arbitration referred to in Section 5.1 and 
(b) this Employment Agreement, and further consents that any process or notice 
of motion in connection therewith may be served by certified or registered 
mail or by personal service in accordance with the provisions of Section 6, 
within or without the State of New York, provided a reasonable time for 
appearance is allowed.

          6.     Notice.

               All notices provided for in this Employment Agreement shall be 
in writing and shall be given by registered or certified mail, return receipt 
requested, and by regular mail, both with postage prepaid, or personally 
delivered, to the addresses set forth below, and shall be deemed given when 
sent.

          The addresses referred to above are:

          Your address:     79 Benedict Hill Road
                            New Canaan, Connecticut 06840
               

          Garan:            350 Fifth Avenue
                            New York, New York 10118
                            Attn: President

          With a copy to:   Tannenbaum Dubin & Robinson, LLP
                            1140 Avenue of the Americas
                            New York, New York 10036
                            Attn: Marvin S. Robinson, Esq.

               Either you or Garan at any time may give notice of another 
address in accordance with the provisions of this Section 6.

          7.     Governing Law, Amendment, and Binding Effect, etc.

               7.1     This Employment Agreement (a) shall be governed by and 
construed in accordance with the laws of the State of New York as if it were 
an agreement made and to be performed entirely within such State, (b) may not 
be modified or amended except by a writing signed by each of Garan or its 
successors and you, (c) may not be assigned by Garan except as provided in 
Section 7.2 or by you, (d) shall be binding upon each of Garan and its 
successors and you and your distributees, personal representatives, executors, 
and administrators, and (e) contains the entire agreement and understanding 
between Garan and you with respect to the subject matter hereof and supersedes 
all prior agreements, arrangements, and understandings, written or oral, 
between Garan and you with respect to the subject matter of this Employment 
Agreement.

               7.2     If Garan shall be merged into or consolidated with 
another entity, or another entity acquires substantially all of the assets of 
Garan, the provisions of this Employment Agreement shall be binding upon and 
inure to the benefit of the entity surviving such merger or resulting from 
such consolidation or acquiring such assets.  Garan will require any successor 
(whether direct or indirect, by purchase, merger, consolidation, or otherwise) 
to all or substantially all of the business or assets of Garan, by an 
agreement in form and substance satisfactory to you, to expressly assume and 
agree to perform this Employment Agreement in the same manner and to the same 
extent that Garan would be required to perform it if no such succession had 
taken place.  The provisions of the prior sentences also shall apply in the 
event of any subsequent mergers, consolidations, or transfers of assets.

          8.     Withholding; Mitigation of Damages.

               8.1.  Garan, to the extent permitted by law, shall have the 
right to deduct from any payment or benefit of any kind otherwise due to you 
under this Employment Agreement, any Federal, state, or local taxes of any 
kind required to be withheld.

               8.2.  Except as provided in Section 3.5.a, all payments and 
benefits to which you are entitled under this Employment Agreement shall be 
made and provided without offset, deduction, or mitigation on account of 
income you may receive from other employment or otherwise.

          9.     Litigation Expenses.

               Garan shall pay all of your costs and expenses, including 
attorneys' fees and disbursements, in connection with any legal proceedings 
(including, but not limited to, arbitration), whether or not instituted by 
Garan or you, relating to the interpretation or enforcement of any provision 
of this Employment Agreement.

     If the foregoing correctly sets forth our agreement, please execute and 
return the enclosed copy of this letter.

                                               Sincerely,


                                               GARAN, INCORPORATED


                                               By:________________________
                                                  Jerald Kamiel, President
ACCEPTED AND AGREED:


____________________                            
 William J. Wilson
<PAGE>
ANNEX I

CERTAIN DEFINITIONS


     As used in this Employment Agreement, and unless the context requires a 
different meaning, the following terms have the meanings indicated:

     "Cause" means willful and gross misconduct on your part that is 
materially and demonstrably detrimental to Garan or the commission by you of 
one or more acts which constitute an indictable crime under Federal, state, or 
local law, as determined in good faith by a written resolution duly adopted by 
the affirmative vote of a majority of all of the directors then serving on 
Garan's Board of Directors at a meeting duly called and held for that purpose 
after reasonable notice to you and opportunity for you and your counsel to be 
heard.

     "Change of Control Event" means any one of the following:
(a) Continuing Directors no longer constitute at least a majority of Garan's 
Board of Directors, (b) any person or group of persons (as defined in Rule 
13d-5 under the Securities Exchange Act of 1934), together with its 
affiliates, become the beneficial owner, directly or indirectly, of at least 
40% of Garan's then outstanding Common Stock, (c) the approval by Garan's 
shareholders of the merger or consolidation of Garan with any other 
corporation, the sale of substantially all of the assets of Garan or the 
liquidation or dissolution of Garan, unless, in the case of a merger or 
consolidation, the incumbent Continuing Directors in office immediately prior 
to such merger or consolidation will constitute at least a majority of the 
directors of the surviving corporation of such merger or consolidation and any 
parent (as such term is defined in Rule 12b-2 under the Securities Exchange 
Act of 1934) of such corporation, and such surviving corporation (and such 
parent, if any) shall have at least five directors, or (d) at least a majority 
of the incumbent Continuing Directors in office immediately prior to any other 
action proposed to be taken by Garan's shareholders or by Garan's Board of 
Directors determines that such proposed action, if taken, would constitute a 
Change of Control of Garan and such proposed action is thereafter taken.

     "Continuing Director" means any individual who is a member of Garan's 
Board of Directors on October 1, 1996, or who thereafter is designated (before 
such person's initial election as a director) as a Continuing Director by a 
majority of the then Continuing Directors.

     "Parachute Payment" means any payment deemed to constitute
a "parachute payment" as defined in Section 280G of the Internal Revenue Code 
of 1986 as amended from time to time.