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Exhibit 10.33

               Third Amendment dated October 15, 1996 to the
               Fifth Amended and Restated Credit Agreement.



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     THIRD AMENDMENT, dated as of October 15, 1996 (the
"Amendment"), to the Fifth Amended and Restated Credit Agreement
dated July 31, 1994 (the "Credit Agreement"; terms not otherwise
defined herein shall be used herein as therein defined), among
APPAREL AMERICA, INC., a Delaware corporation (the "Borrower");
CONNECTICUT DEVELOPMENT AUTHORITY ("CDA") an assignee of Chemical
Bank, BINGHAMTON SAVINGS BANK ("BINGHAMTON") an assignee of
Chemical Bank, and A.I. ASSOCIATES, INC. ("AI") (each a "Bank" and
collectively the "Banks"); and BINGHAMTON SAVINGS BANK as agent for
the Banks (and as successor agent to Chemical Bank) (in such
capacity, the "Agent").

                      W I T N E S S E T H :

     WHEREAS, the Borrower has requested that the Credit Agreement
 be amended to reflect changes in certain covenants made by
 Borrower;

     WHEREAS, the Borrower, the Agent and the Banks have agreed to
so amend the Credit Agreement on the terms set forth below;

     NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     1. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT.
      (a) Section 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definitions in the proper alphabetical
order:

        "AGREEMENT" means the Fifth Amended and Restated Credit
Agreement dated July 31, 1994, as amended by the Amendment dated
January 12, 1996, the Second Amendment dated June 1, 1996 and the
Third Amendment dated October 15, 1996.

     2. AMENDMENTS TO SECTION 8.2 OF THE CREDIT AGREEMENT.
     (a) Subsection 8.2 (a) of the Credit Agreement is hereby
amended by deleting the dollar amount "$23,000,000" from item (ii)
thereof (as amended pursuant to the Amendment dated January 12,
1996) and substituting therefor the dollar amount "$27,000,000."

     (b) Subsection 8.2 (k) of the Credit Agreement is hereby
amended by adding the following phrase at the end of Section 8.2
(k): "PROVIDED, HOWEVER, that the Borrower may make capital
expenditures in the fiscal year ending July 31, 1997 in an amount
of $1,200,000 in addition to the amounts provided above."

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     3.  AMENDMENTS TO SECTION 8.3 OF THE CREDIT AGREEMENT.
     (a) Subsection 8.3 (b) of the Credit Agreement is hereby
amended by deleting the dollar amount in (i) as it now stands and
replacing it with "$1,000,000" and by deleting the dollar amount in
(iv) as it now stands and replacing it with "$500,000."

     (b) Subsection 8.3 (c) (i) and 8.3 (c)(ii) of the Credit
Agreement are hereby amended by adding the following phrase at the
end of each of said Section 8.3(c)(i) and Section (c)(ii):
"PROVIDED, HOWEVER, no such requirement shall apply to aggregate
sales revenue for the three (3) month period ending July 31, 1996
and no such requirement shall apply to the Net Income for the
respective three (3) month periods ending April 30, 1996 and July
31, 1996, respectively."

     4. BORROWER'S CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS. The Borrower, by signing below, represents that it
has the power and authority, and the legal right, to make, deliver
and perform all terms and obligations set forth in this Amendment
and that the Borrower has taken all necessary corporate action to
authorize the terms and obligations set forth in this Amendment.
No consent or authorization of, filing with or other act by or in
respect of, any Governmental Authority or any other person in
required in connection with the execution, delivery, performance,
validity or enforceability of this Amendment. This Amendment has
been duly executed and delivered on behalf of the Borrower. This
Amendment constitutes a legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings
in equity or at law).

     5. SCOPE.  This Amendment is to be narrowly construed.
Except as expressly amended herein, all of the covenants and
provisions of the Credit Agreement are and shall continue to be in
full force and effect.


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     6. COUNTERPARTS.  This Amendment may be simultaneously
 executed in several counterparts, each of which shall be an
 original and all of which shall constitute but one and the same
 instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers as
of the day and year first above written.

Address:                              APPAREL AMERICA, INC.
1175 State Street
New Haven, Connecticut                By: /s/ Frederick M. D'Amato
   06501                                  ----------------------------
Telecopy No.:                          Name: Frederick M. D'Amato
(203) 772-2512                         Title: Vice President-Finance
Attn: Burton I. Koffman
      President

with a copy to:
Shustak Jalil Sanders & Heller
545 Madison Avenue
New York, New York 10022
Telecopy No.: (212) 688-6151
Attn: James P. Jalil, Esq.

Address:                               BINGHAMTON SAVINGS BANK, AS
58-68 Exchange Street                     AGENT AND BANK
Binghamton, NY 13902
Telecopy No.: (607) 772-6287           By: /s/ Glenn R. Small
Attn: Glenn Small                         ---------------------------
                                        Name: Glenn R. Small
                                        Title: Vice President

with a copy to:
Howard Rittberg, Esq.
Levene, Gouldin & Thompson
450 Plaza Drive
Vestal, NY 13850

Address:                               A.I. ASSOCIATES, INC., AS BANK
300 Plaza Drive                            
Vestal, New York 13850                 By: /s/ Milton Koffman
Telecopy No.:                             ---------------------------
  (607) 797-7103                        Name: Milton Koffman
Attn: Milton Koffman                    Title: President
      President

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Address:                                  CONNECTICUT DEVELOPMENT
845 Brook Street                          AUTHORITY, AS BANK (see below)
Rocky Hill, CT 06067          
Telecopy No.:                           By: /s/ Richard P. Graff
   (203) 257-8331                          -----------------------------
Attn:  Loan Administration               Name: Richard P. Graff
                                         Title: Vice President
with a copy to:               
William G. Rock, Esq.         
Shipman & Goodwin             
One American Row              
Hartford, CT 06103            


      Special provision for Connecticut Development Authority, as
Bank:

      
     This Third Amendment is agreed to by Connecticut Development
Authority, as Bank, only insofar as it affects amendments to the
Credit Agreement relating to periods prior to August 1, 1996.
Insofar as this Agreement relates to amendments to the Credit
Agreement for periods subsequent to July 31, 1996, such agreement
is withheld pending approval of the Board of Directors of
Connecticut Development Authority (the "Board of Directors").  At
such time as the Board of Directors gives its approval, Connecticut
Development Authority shall give prompt written notice to the
Borrower and this Agreement shall become fully effective and agreed
to by the Connecticut Development Authority for amendments
affecting periods subsequent to July 31, 1996.