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Exhibit 10.34

              Fourth Amendment dated June 1, 1997 to the Fifth            
              Amended and Restated Credit Agreement.




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      FOURTH AMENDMENT, dated as of June 1, 1997 (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, the Third Amendment dated October 15, 
1996 and the Fourth Amendement dated June 1, 1997.

      2.    AMENDMENTS TO SECTION 2.2 OF THE CREDIT AGREEMENT.

      (a)  Subsection 2.2 (b)(i) of the Credit Agreement is amended  to 
substitute the amount "$49,005" in place of the amount "$171,840" appearing
after the date March 1997, and to substitute the amount "$616,916" for the 
amount $494,081" appearing after the date June 2000.

      (b)  Subsection 2.2 (b)(ii) of the Credit Agreement is hereby amended 
to substitute the amount "$37,860" in place of the amount "$132,759" appearing
after the date March 1997, and to substitute 

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the amount "$677,657" for the amount "$582,758" appearing after the date June 
2001.

      (c)  Subsection 2.2 (b)(iii) of the Credit Agreement is amended to 
substitute the amount "$63,135" in place of the amount "$221,380" appearing 
after the date March 1997, and to substitute the amount "$679,625" for the 
amount "$521,380" appearing after the date June 2000.

      3.    AMENDMENTS TO SECTION 8.3 OF THE CREDIT AGREEMENT.

      (a)  Subsection 8.3 (a) of the Credit Agreement is amended by removing 
the line "1997 Fiscal Year -- $2,500,000."  The intent of this amendment is to
remove any requirement for a specific EBDIT for Fiscal Year 1997.

      (b)  Subsection 8.3 (b) of the Credit Agreement is hereby amended by 
adding the following clause at the end of such Subsection 8.3 (b): "PROVIDED, 
HOWEVER, notwithstanding the foregoing, Net Working Capital shall be no less 
than $1,500,000 as of January 31, 1997, $3,000,000 as of April 30, 1997 and 
there shall be no Net Working Capital requirement at all for the date July 
31, 1997."

      (c)  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 or Net Income for the respective three (3) 
month periods ending October 31, 1996, January 31, 1997, April 30, 1997 and 
July 31, 1997."

      (d)   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 priciples (whether enforcement is sought by proceedings in equity 
or at law).


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      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.

      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
  06501                               By: /s/ Frederick M. D'Amato
Telecopy No.:                             -------------------------
(203) 772-2512                          Name:  Frederick M. D'Amato
Attn: Burton I. Koffman                 Title: Vice President-Finance
      President 

with a copy to:
Shustak Jalil & 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
Attn: Glenn Small                     By: /s/ John B. Westcott
                                          --------------------
                                          Name:  John B. Westcott
                                          Title: Vice President
with a copy to:
Howard Rittberg, Esq.
Levene, Gouldin & Thompson
450 Plaza Drive
Vestal, NY 13850




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

Address:                              CONNECTICUT DEVELOPMENT
845 Brook Street                        AUTHORITY, AS BANK
Rocky Hills, CT 06067
Telecopy No.: 
  (203) 257-8331                      By: 
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



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

Address:                              CONNECTICUT DEVELOPMENT
845 Brook Street                        AUTHORITY, AS BANK
Rocky Hill, CT 06067
Telecopy No.:
  (203) 257-8331                      By: /s/ Richard P. Graff
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