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                                                                     Exhibit 3.1


                               AMENDMENT TO BYLAWS OF 
                            DONNA KARAN INTERNATIONAL INC.


         So long as, and only for so long as John D. Idol serves as Chief
Executive Officer of the Corporation, Sections 3.2, 3.4, 3.5, 3.6, 3.7, 3.8 and
3.9 of the Company's ByLaws shall be and are hereby is amended and restated as
follows:

         Section 3.2   Chairman of the Board

              The Chairman of the Board shall preside at all meetings of the
         stockholders and the Board of Directors.  The Chairman of the Board,
         provided the Chairman is Ms. Donna Karan, shall, jointly with the
         Chief Executive Officer, have authority and responsibility with
         respect to the development of the annual design budgets, creative
         budgets and the Corporation's strategic plans (including licensing
         strategies consistent with the Corporation's License Agreement dated
         July 3, 1996 with Gabrielle Studio, Inc.) for presentation to the
         Board for its approval, public relations activities, and hiring and
         firing of key executive officers of the Corporation. The Chairman of
         the Board, provided the Chairman is Ms. Donna Karan, shall have
         control over the creative and artistic aspects, including hiring and
         firing of creative personnel, of the Corporation and such affiliated
         companies, partnerships, and successors thereof (together with the
         Company, the "DK Companies"), in accordance with the DK Companies'
         strategic plan and annual plan.

         Section 3.4  Chief Executive Officer

              The Chief Executive Officer of the Corporation shall have general
         supervision of the business, affairs and property of the Corporation,
         and over its several officers.  In general, the Chief Executive
         Officer shall have all authority incident to the office of Chief
         Executive Officer and shall have such other authority and perform such
         other duties as may from time to time be assigned by the Board of
         Directors or by any duly authorized committee of directors. 
         Notwithstanding the foregoing, so long as Ms. Donna Karan is either
         the Chairman of the Board or Chief 

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         Designer of the Corporation, the Chief Executive Officer shall not
         have authority over, and shall not be responsible for creative and
         artistic matters, including, but not limited to the creative and
         artistic aspects of design, advertising, marketing, and exploitation
         of all items and programs produced by the Corporation. The Chief
         Executive Officer shall prepare and, so long as Ms. Donna Karan is
         either the Chairman of the Board or Chief Designer of the Corporation,
         after collaboration with Ms. Karan with respect to the creative and
         artistic aspects of the DK Companies propose for the approval of the
         Board, an annual financial and operating plan ("annual plan") and upon
         the Board's written approval of any annual plan, the Chief Executive
         Officer shall have the authority and responsibility for implementing
         such annual plan.  So long as Ms. Donna Karan is either the Chairman
         of the Board or Chief Designer of the Corporation, the Chief Executive
         Officer shall have joint authority and  responsibility with the
         Chairman of the Board and the Chief Designer with respect to the
         development of the annual design budgets, creative budgets and the
         Corporation's strategic plans(including licensing strategies
         consistent with the Corporation's License Agreement, dated July 3,
         1996, with Gabrielle Studio, Inc.) for presentation to the Board for
         its approval, public relations activities, and hiring and firing of
         key executive officers of the Corporation.  All officers of the
         Corporation, other than the Chief Designer (so long as Ms. Donna Karan
         occupies such position), the Chairman of the Board and the
         Vice-Chairman, shall report directly or indirectly to the Chief
         Executive Officer.  The Chief Executive Officer shall, in the absence
         or disability of the President or Chief Operating Officer, perform the
         duties and exercise the powers of such officers.

         Section 3.5  President

         The President shall be the chief operating officer of the Corporation
         and, subject to the direction of the Board of Directors, or any duly
         authorized committee of directors, and the Chief Executive Officer,
         and subject to any contractual restriction, shall have such other
         authority and perform such other duties as may from time to time be
         assigned by the Board of Directors or by any duly authorized committee
         of directors or by the Chief Executive Officer.


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         Section 3.6  Chief Designer

         The Chief Designer (so long as Ms. Donna Karan occupies such position)
         shall be responsible for and shall have ultimate authority over the
         creative and artistic aspects of the Corporation, including, but not
         limited to, control over the creative and artistic aspects of design,
         advertising, marketing, and exploitation of all items and programs
         produced by the Corporation.  The Chief Designer shall carry out her
         responsibilities in accordance with the strategic plan and the annual
         plan, shall collaborate with the Chief Executive Officer prior to his
         submitting the annual plan to the Board, and, so long as Ms. Karan
         occupies the position of Chief Designer, shall be jointly responsible
         with the Chief Executive Officer with respect to the development of
         the annual design budgets, creative budgets and the Corporation's
         strategic plans (including licensing strategies consistent with the
         Corporation's License Agreement, dated July 3, 1996, with Gabrielle
         Studio, Inc.) for presentation to the Board for its approval, public
         relations activities, and hiring and firing of key executive officers
         of the Company.  The Chief Designer, provided the Chief Designer is
         Ms. Donna Karan, shall have control of over the creative and artistic
         aspects of the Corporation and such affiliated companies,
         partnerships, and successors, DK Companies which responsibilities
         including hiring and firing creative personnel in accordance with the
         DK Companies' strategic plan and annual plan.  The Chief Designer
         shall report to the Chairman of the Board or, in the absence of the
         Chairman, the Vice Chairman.

         Section 3.7  Vice Presidents

         Each vice president shall have such powers and duties as the Board,
         the Chief Executive Officer or the President assigned to him.

         Section 3.8   Chief Financial Officer

         The Chief Financial Officer of the Corporation shall be in charge of
         the corporation books and accounts.  Subject to the control of the
         Board, he shall have such other powers and duties as the Board, the
         Chief Executive Officer or the President assigns to him.

         Section 3.9   Secretary



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         The Secretary shall be the secretary of, and keep the minutes of, all
         meetings of the Board and the stockholders, and shall have such other
         powers and duties as the Board, the Chief Executive Officer or the
         President assigns to him.  In the absence of the Secretary from any
         meeting, the minutes shall be kept by the person appointed for that
         purpose by the chairman of the meeting.


         GOVERNING LAW.  This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law provisions thereof.

         WAIVER; AMENDMENTS AND CONSENTS.  No waiver of any breach of any
provision of this Amendment shall be deemed a waiver of any preceding or
succeeding breach of such provision or of any other provision herein contained. 
Any amendment to this Amendment, and any consent or waiver by the Board of
Directors to any provision of this Amendment, shall be in writing and delivered
to the Board of Directors.

         THE BYLAWS.  Except as expressly set forth herein, all other
provisions of the ByLaws shall remain in full force and effect.










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