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                                                                    Exhibit 10.4


                       AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT


         Amendment No. 2 dated as of August 11, 1997 ("Amendment No. 2") by and
between DONNA KARAN INTERNATIONAL INC. a Delaware corporation, having an office
at 550 Seventh Avenue, New York, New York 10018 (the "Company") and STEPHAN
WEISS (the "Executive") to Employment Agreement (the "Agreement") dated as of
the 3rd day of July, 1996, as amended on July 25, 1997, by and between, the
Company and the Executive.

                                W I T N E S S E T H :
                                - - - - - - - - - -  

         WHEREAS, the Company and the Executive have amended the Agreement on
July 25, 1997 ("Amendment No. 1"); and

         WHEREAS, Stephan Weiss deems it in the best interests of the Company
to further amend the Agreement to voluntarily forego his compensation to be
received from the Company, on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, it is hereby agreed as
follows: 

         1.   So long as, but only so long as, John D. Idol, serves as Chief
Executive Officer of the Company, the following amendments to the Agreement are
hereby adopted:

         a.   AMENDMENT OF SECTION 6.  Section 6 of the Agreement is hereby
    amended and restated in its entirety as follows:

         "6.  COMPENSATION.  In consideration for the services to be rendered
    by Executive for any capacity for which he is employed hereunder, Executive
    agrees that he will receive no compensation for such services, and the
    Company agrees to include Executive in the Company's employee benefit and
    stock option plans, if any, upon terms commensurate with and 


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    in a manner consistent with Executive's position in the Company and the
    terms of such plans, except that Executive shall not participate in the
    Company's 1996 Stock Incentive Plan or the 1996 Non-Employee Director Stock
    Option Plan (but shall be eligible to participate in any subsequent
    Plans)."

         2.   SEPARABILITY. In the event that any provision or any portion of
any provision of this Amendment No. 2 shall be held to be void or unenforceable,
the remaining provisions of this Amendment No. 2 (and the balance of any
provisions held void or unenforceable in part only) shall continue in full force
and effect.

         3.   ASSIGNMENT.  This Amendment No. 2 may not be assigned by
Executive, but may be assigned by the Company to any successor in interest in a
transaction not constituting a "change of control" as set forth in paragraph
9(b)(v) of the Agreement.  This Amendment No. 2 shall inure to the benefit of,
and shall be binding upon the Company, its permitted successors and assigns, and
Executive, his legal representatives, executors and administrators.

         4.   ENTIRE AGREEMENT.  This Amendment No. 2, together with the
Agreement and Amendment No. 1 thereto, contains the full and complete
understanding and agreement of the parties with respect to the subject matter
hereof and thereof and supersedes all prior agreements and understandings
between the parties with respect to the subject matter hereof.



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         5.   GOVERNING LAW.  This Amendment No. 2 shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law provisions thereof.

         6.   WAIVER; AMENDMENTS AND CONSENTS.  No waiver by either party of
any breach of any provision of this Amendment No. 2 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 No. 2, and any consent or
waiver by a party hereto to any provision of this Amendment No. 2, shall be in
writing and delivered to both parties to this Amendment No. 2.

         7.   NOTICES.  Except as otherwise specifically provided herein, any
notice or other communication given hereunder shall be deemed sufficient if
delivered personally or sent by registered or certified mail, return receipt
requested, as follows:

         If to the Company:

              Donna Karan International Inc.
              550 Seventh Avenue
              New York, New York 10018

              Attention: President

         If to Executive:

              Mr. Stephan Weiss 
              550 Seventh Avenue
              New York, New York 10018




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    The foregoing addresses may be changed by notice given in the manner set
forth in this paragraph 8.

         8.   THE AGREEMENT.  Except as expressly set forth herein, all other
provisions of the Agreement and Amendment No. 1 thereto shall remain in full
force and effect.





























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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 2 as of the day and year first above written.


                                  DONNA KARAN INTERNATIONAL INC.



                                  By:
                                     --------------------------------
                                     Name:
                                     Title:



                                  -----------------------------------
                                       STEPHAN WEISS



















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