UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K

    [X]    Annual Report Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934
           For the fiscal year ended March 31, 1997.

    [ ]    Transition Report Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934
           For the transition period from ____ to _____.

                       Commission file number 1-11226.

                         TOMMY HILFIGER CORPORATION
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       BRITISH VIRGIN ISLANDS                       NOT APPLICABLE
       (STATE OR OTHER JURISDICTION OF   (I.R.S. EMPLOYER IDENTIFICATION NO.)
       INCORPORATION OR ORGANIZATION)

       6/F, PRECIOUS INDUSTRIAL CENTRE
       18 CHEUNG YUE STREET
       CHEUNG SHA WAN
       KOWLOON, HONG KONG                           NOT APPLICABLE
       (ADDRESS OF PRINCIPAL EXECUTIVE                (ZIP CODE)
       OFFICES)

          REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 852-2745-7798

            SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

       TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON
       ORDINARY SHARES, $.01 PAR                  WHICH REGISTERED       
       VALUE PER SHARE                         NEW YORK STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                       None
                                 (Title of class)

         Indicate by check mark whether the registrant (1) has filed all
         reports required to be filed by Section 13 or 15(d) of the
         Securities Exchange Act of 1934 during the preceding 12 months
         (or for such shorter period that the registrant was required to
         file such reports), and (2) has been subject to such filing
         requirements for the past 90 days.  Yes X    No  

         Indicate by check mark if disclosure of delinquent filers
         pursuant to Item 405 of Regulation S-K is not contained herein,
         and will not be contained, to the best of registrant's knowl-
         edge, in definitive proxy or information statements incorpo-
         rated by reference in Part III of this Form 10-K or any amend-
         ment to this form 10-K.  [X]

         The aggregate market value of the voting stock held by non-
         affiliates of the registrant based upon the closing price on
         June 2, 1997:  Ordinary Shares, $.01 Par Value - $1,657,604,041

         The number of shares outstanding of the registrant's stock as
         of June 2, 1997:  Ordinary Shares, $.01 Par Value - 37,249,529
         shares.<PAGE>


                                TABLE OF CONTENTS
                                -----------------

         ITEM                                                       PAGE
         ---------------------------------------------------------------
                                      PART I

         Item 1.      Business..................................      3
         Item 2.      Properties................................     12
         Item 3.      Legal Proceedings.........................     12
         Item 4.      Submission of Matters to a Vote of
                        Security Holders........................     13

                                     PART II

         Item 5.      Market for Registrant's Common Equity
                        and Related Matters.....................     13
         Item 6.      Selected Financial Data...................     14
         Item 7.      Management's Discussion and Analysis of
                        Financial Condition and Results of
                        Operations..............................     15
         Item 8.      Financial Statements and Supplementary
                        Data....................................     20
         Item 9.      Changes in and Disagreements with
                        Accountants on Accounting and Financial
                        Disclosure..............................     21

                                     PART III

         Item 10.     Directors and Executive Officers of
                        the Company.............................     21
         Item 11.     Executive Compensation....................     24
         Item 12.     Security Ownership of Certain Beneficial
                        Owners and Management...................     30
         Item 13.     Certain Relationships and Related
                        Transactions............................     31

                                     PART IV

         Item 14.     Exhibits, Financial Statement Schedules and
                        Reports on Form 8-K.....................     33



                                        2<PAGE>


                                      PART I

         ITEM 1.  BUSINESS

         GENERAL

                   Tommy Hilfiger Corporation (the "Company"), through
         its subsidiaries, designs, sources and markets designer men's
         sportswear and boyswear, including woven shirts, knit shirts,
         pants, swimwear, sweaters, outerwear and athletic wear.  These
         offerings are complemented by collections of men's tailored
         clothing, dress shirts, denim products, neckwear, socks,
         underwear, belts, small leather goods, sleepwear, robes,
         golfwear, footwear, sunglasses, prescription eyewear, women's
         casualwear and men's and women's fragrances, among others,
         bearing the TOMMY HILFIGER [R] trademark, which are
         produced and sold pursuant to certain licensing arrangements.
         Tommy Hilfiger is the Company's principal designer and provides
         leadership and direction for all aspects of the design process.
         The Company's sportswear is designed to combine classic
         American styling with unique details and fit to give time-
         honored basics a fresh and updated look for customers who
         desire high quality, designer clothes at competitive prices.
         The Company was organized under the laws of the British Virgin
         Islands in June 1992.

                   The Company's principal growth strategy has been to
         expand its in-store shop program, whereby participating
         retailers set aside floor space highlighted by distinctive
         fixtures dedicated for the exclusive sale of the Company's
         products by the retailer.  The Company expects to continue to
         pursue this strategy by increasing the number and size of its
         in-store shops in the United States and internationally.  In
         the United States, the men's in-store shop program totaled
         1,046 shops at March 31, 1997 compared with 866 shops at the
         end of fiscal 1996.  In addition, as of March 31, 1997 the
         Company had established 1,069 fixtured areas in department
         stores where its boyswear is sold compared with 872 at the end
         of fiscal 1996.  In addition, the Company continues its program
         to expand certain existing shops.

                   In addition to continuing to expand the in-store shop
         program, the Company plans to grow by broadening its range of
         product offerings, both in-house and through licensing
         arrangements, and by expanding its channels of distribution.
         Through the expansion of its product lines, the Company
         believes it will serve a wider variety of customer needs.
         Since 1992, the Company has introduced several in-house
         products, including boyswear, swimwear, athletic wear, caps and
         bags.  Additionally, the Company has introduced new products
         through licensing agreements including, in fiscal 1997, a
         women's fragrance pursuant to its license with Aramis, Inc., a
         division of Estee Lauder Companies, prescription eyewear with
         Liberty Optical, footwear with the Stride Rite Corporation and
         women's casual wear marketed under a license with Pepe Jeans
         London Corporation.  See "Merchandising Strategies - Licensing
         and Distributorships."

                   The Company is also pursuing several strategies to
         expand its channels of distribution in the retail arena.  As of
         March 31, 1997, the Company operated 47 outlet stores and eight
         specialty retail stores and currently plans to open
         approximately eight additional outlet stores, as well as one
         additional specialty retail store in London, England, by March
         31, 1998.  The Company also plans to open flagship stores in
         Beverly Hills, California and London, England, by March 31,
         1998 and March 31, 1999, respectively.  See "Merchandising
         Strategies - Retailing."

                   The Company is engaged in principally one industry
         segment, the design, importation and distribution of men's
         sportswear and childrenswear.  Accordingly, no information is
         being furnished herein or in the accompanying financial
         statements relating to industry segments of the Company.


                                        3<PAGE>


         MERCHANDISING STRATEGIES

         WHOLESALE

                   The Company's products, the majority of which are
         manufactured of cotton and other natural fibers, are generally
         pre-washed and generously sized to emphasize comfort and are
         designed to allow consumers to blend items across its product
         lines.  The Company organizes its menswear and boyswear
         collections into three primary product lines:  Core, Core Plus
         and Fashion.  The boyswear line is available in boys' and young
         men's sizes 4 through 20 and is being sold by the Company to
         many of the same department and specialty store customers as
         its menswear lines.  In fiscal 1998, the Company plans to
         introduce an infant and toddler line.  This line is expected to
         be available at retail for Holiday 1997.

         Core

                   The Core line is comprised of the Company's
         seasonless products or "basics", such as the pleated chino pant
         and short, the solid knit polo shirt, the button-down oxford,
         T-shirts and jackets, all in classic solid colors.  Core items
         are made available for sale by the Company throughout the year
         and, therefore, generally are kept in stock by the Company.
         Since Core items are seasonless, they do not have fixed selling
         periods and, therefore, retailers' inventories of Core products
         tend to be maintained throughout the year and reordered as
         necessary.  The Company receives orders from most of its larger
         customers for Core products on an electronic data interchange
         ("EDI") system, which expedites reorders.  See "Management
         Information Systems."

         Core Plus

                   The Core Plus line is comprised of a broad selection
         of seasonal "basics" which are derived from Core but offer a
         greater variety of fabrics, colors and patterns, such as
         stripes and plaids.  The Core Plus line also incorporates
         certain Fashion products that had previously been successful at
         retail.  The Company sells four different seasonal groups of
         Core Plus products each year.  As compared to Fashion items,
         Core Plus items provide the retailer with longer selling
         periods at regular prices.  Because Core Plus is a broader
         product category than Fashion, with a longer regular-price
         selling period, the Company's shipping deadlines are more
         flexible and the Company may be able to place reorders when
         demand is high.

         Fashion

                   The Fashion line represents the most updated
         component of the Company's product line.  Fashion items consist
         of a group of product classifications coordinated around a
         seasonal theme selected by Tommy Hilfiger.  The Company offers
         Fashion products under at least three themes per season,
         thereby creating a continual flow of new merchandise in the
         marketplace.

         LICENSING AND DISTRIBUTORSHIPS

                   In connection with the Company's business strategy of
         expanding its market penetration through product line and
         geographic expansion, the Company considers entering into
         licensing and distribution agreements with respect to certain
         products if the Company believes such arrangements provide more
         effective manufacturing, distribution and marketing of such
         products than could be achieved in-house.  The  Company
         continually pursues new opportunities in product categories
         which are believed to be complementary to its existing product
         lines.


                                        4<PAGE>


         Product Licenses

                   Since Fall 1992, the Company has introduced several
         product lines through license arrangements with companies which
         are among industry leaders in their respective categories.  In
         addition to the women's fragrance, prescription eyewear,
         footwear and women's casual wear, during 1997 the Company
         signed a licensing agreement with Lantis Eyewear Corporation to
         produce a complete line of men's sunglasses, which will be
         introduced at retail during fiscal 1998.


                   The following table summarizes the Company's
         significant product licensing and distributorship arrangements
         in the United States as of March 31, 1997:

                                       PRODUCTS PRODUCED UNDER THE
         LICENSEE                      TOMMY HILFIGER [R] NAME
         --------                      ---------------------------

         Mountain High Hosiery, Inc.        Socks

         Superba, Inc.                      Neckwear

         Trafalgar, Inc.                    Belts and small 
                                            leather goods

         Hart, Schaffner & Marx             Men's suits, sport coats,
         (a division of Hartmarx            dress slacks, top coats,
         Corporation)                       formal wear

         Oxford Industries, Inc.            Men's dress shirts

         Jockey International, Inc.         Men's underwear

         Aramis, Inc. (a division of        Fragrances
         the Estee Lauder Companies.)       

         Russel-Newman, Inc.                Robes, Sleepwear

         Oxford Industries, Inc.            Golfwear

         Pepe Jeans London Corporation      Men's, women's and girls'
                                            jeanswear and jeans related
                                            apparel (including women's 
                                            and girls' casual wear)

         Liberty Optical                    Prescription eyewear

         The Stride Rite Corporation        Footwear

         Lantis Eyewear Corporation         Sunglasses


                   Subsequent to year-end, the Company signed a
         licensing agreement with Revman Industries, Inc. to produce and
         market a line of linens, bedding, bath products and related
         accessories.

                   Each of the license arrangements described above is
         an exclusive license, except for two such licenses which permit
         the Company and/or certain of the Company's licensees and
         certain distributors of the Company's products to continue
         distributing certain products that overlap with products
         covered by the licenses.  The Company does not believe that
         termination of any individual license arrangement would be
         material to the Company.


                                        5<PAGE>

         Geographic Licenses and Distributorships

                   In July 1991, the Company granted an exclusive
         license to an affiliate of a director of the Company and the
         Chief Executive Officer of Tommy Hilfiger (HK) Limited
         ("THHK"), a subsidiary of the Company, to sell the Company's
         products in Canada.  The term of the agreement is 10 years and
         is renewable at the option of the licensee subject to specified
         volume limitations and other conditions.  In addition, the
         Company has granted an exclusive distributorship to an
         unaffiliated Panamanian company to distribute the Company's
         products in Central America, Venezuela, Columbia, Chile,
         Ecuador and most of the nations of the Caribbean basin.  The
         Company also granted to an unaffiliated third party the right
         to designate a licensee to sell the Company's products in
         India.

                   In May 1995, the Company granted an exclusive
         distributorship to an unaffiliated Mexican company to
         distribute the Company's products in Mexico.  The term of the
         agreement is three years and is renewable at the option of the
         licensee subject to certain limitations. 

                   Effective July 1, 1996, the Company entered into an
         exclusive license agreement for Japan with Novel-ITC Licensing
         Limited, a related party.  The term of this agreement is 4.5
         years and is renewable at the option of the licensee subject to
         certain conditions.

                   Effective February 1, 1997, the Company entered into
         a licensing agreement with Pepe Jeans London Corporation to
         distribute the Company's men's and boys' sportswear (excluding
         jeanswear and jeans related apparel) throughout the European
         market.  The term of this agreement is five years and is
         renewable at the option of the licensee subject to certain
         conditions.

                   All of the Company's licensees and distributors are
         required to contribute to the advertisement and promotion of
         TOMMY HILFIGER [R] products a percentage of their net sales 
         of TOMMY HILFIGER [R] products or a percentage of their net 
         purchases of TOMMY HILFIGER [R] products (depending on the 
         terms of the license or distributorship agreement), subject to 
         minimum amounts.

         RETAILING

                   The Company is pursuing several strategies to expand
         its channels of distribution in the retail arena.

                   The Company believes its outlet strategy has
         positioned it to take advantage of an expanding segment of the
         retail apparel industry that appeals to customers' increasing
         value orientation and provides the Company with an additional
         channel of distribution and better control over the sale of its
         inventory.  The Company stocks its outlet stores with a mixture
         of out-of-season products as well as first-quality products
         manufactured specifically for its outlet stores' customers.  As
         of March 31, 1997 the Company operated 47 outlet stores and
         currently plans to open approximately eight additional outlet
         stores by March 31, 1998.  The Company's outlet stores are
         located primarily in major outlet centers in the United States.

                   The TOMMY HILFIGER [R] specialty retail stores
         enable the Company to reach consumers who prefer the
         environment of a specialty store.  The Company believes that
         these stores, which serve as a showcase for both the sportswear
         and certain licensed product lines, will complement its
         wholesale business by increasing brand awareness.  As of March
         31, 1997, the Company operated eight specialty retail stores.
         In fiscal 1997, the Company signed a lease agreement for a
         specialty store in London, England.  This store is expected to
         open in fiscal 1998.  As a result of the shop expansion
         program, the Company has refined its specialty retail strategy.
         These shops are the Company's vision for specialty retailing in
         malls, therefore, the Company does not plan to expand its
         existing base of specialty retail stores.  See "Properties".


                                        6<PAGE>
                  
                   During fiscal 1996, the Company signed a lease for
         the first TOMMY HILFIGER [R] Flagship store, located on
         Rodeo Drive in Beverly Hills, California.  During fiscal 1997,
         the Company signed an agreement for the lease of a TOMMY
         HILFIGER [R] Flagship store in London, England.  These
         stores, which are expected to open in fiscal 1998 and fiscal
         1999, respectively, will serve as showcases for all of the
         Company's products as it seeks to propel the brand into the
         elite circle of designers with international recognition.  This
         investment underlines the Company's strong belief in the role
         of flagships as image builders.  These stores are planned to be
         followed by flagships in key markets such as New York City.

         DESIGN

                   Tommy Hilfiger is the Company's principal designer
         and provides leadership and direction for all aspects of the
         design process.  Tommy Hilfiger selects designers on the basis
         of their understanding of the retail industry and their ability
         to understand what consumers desire and which designs are most
         likely to be commercially viable.  Design teams, which are
         typically comprised of a designer and assistant designer, are
         responsible for separate product classifications.  In addition,
         the Company has a senior designer, whose responsibility is to
         coordinate the design teams.  Design teams utilize computer
         aided designs, which provide timely translation of designs into
         sample depictions varying in color, cut and style, the speed of
         production and breadth of the resulting output assist the
         Company in selecting desirable designs for the sourcing and
         research and development staffs to assess.

         RESEARCH AND DEVELOPMENT

                   The Company employs a senior production executive who
         oversees a staff whose primary functions are to identify ways
         to develop new designs and products more efficiently, and to
         identify new and more cost-effective sourcing methods.  This
         group receives new product direction from Tommy Hilfiger and
         then researches and develops the potential product.  This
         process is designed to avoid costly attempts to develop
         products that require designs or production methods that are
         not efficient.  In addition, the staff researches and
         identifies new sources for both fabrics and manufacturing
         worldwide in order to control or reduce manufacturing costs
         while maintaining the Company's quality standards.

         SALES AND MARKETING

                   TOMMY HILFIGER [R] products are sold in over
         2,000 department and specialty retail store locations.  The
         Company's department store customers include major United
         States retailers such as Dillard Department Stores, Federated
         Department Stores (including Macy's, Bloomingdale's, and
         Burdines), The May Department Stores Company (including Lord &
         Taylor and Foley's), Belk Stores and Dayton Hudson.  The
         Company believes that its relationships with major retailers,
         including the active sales involvement of the Company's senior
         management, are important elements of its marketing strategy.
         The Company's strategy is to continue to grow by broadening its
         United States in-store shop program, expanding its product
         lines and marketing to new customers both in the United States
         and internationally.

                   A significant aspect of the Company's ability to
         increase the commitment of its existing customers and to
         attract new customers is its in-store shop program, whereby
         participating retailers set aside floor space highlighted by
         distinctive fixtures dedicated for exclusive sale of the
         Company's products by the retailer.  This program enables the
         retailer to create an environment consistent with the Company's
         image and to display and stock a greater volume of the
         Company's products per square foot of retail space. Such shops
         encourage longer term commitment by the retailer to the
         Company's products, including the retailer's provision of
         upgraded staffing.  These shops also increase consumer product
         recognition and loyalty because of the retail customer's
         familiarity with the location of the Company's products in the
         store.  A program of installing distinctive fixtures in certain
         department stores which carry the boyswear line was implemented
         in fiscal 1994.  The continued expansion of the Company's in-
         store shop 


                                        7<PAGE>
                  
         and fixturing programs is dependent on market conditions,
         including continued demand for the Company's products.

                   The Company's sales and marketing departments have
         individuals located in the Company's New York headquarters,
         Atlanta and Dallas showrooms and Los Angeles, Chicago,
         Philadelphia, San Francisco and Cincinnati regional sales
         territories.  The sales force sells only the TOMMY HILFIGER
         [R] collection.

                   The Company employs a staff of approximately 120
         merchandise coordinators located throughout the United States.
         These merchandisers educate the retailers' salespeople about
         the Company's current products, provide the Company with first-
         hand consumer feedback concerning consumer reaction to the
         Company's products and coordinate the in-store displays with
         the department stores.  In addition to the coordinator program,
         the Company also conducts a training program for the department
         stores' TOMMY HILFIGER [R] selling specialists.  The program is 
         designed to educate specialists on the Company's image and 
         merchandising standards and to promote the development and 
         servicing of clientele.  The program educates specialists in 
         customer assistance and advice, including merchandise selection 
         and the coordination of complete outfits of TOMMY HILFIGER [R] 
         products.  Over 1,000 specialists have completed the program.

                   The Company sells substantially all its out-of-season
         products, which are principally from the Fashion and Core Plus
         product lines, to certain discount retailers and through its
         Company owned outlet stores.  The net revenues from such sales
         represented less than 15% of the Company's net revenue for each
         of the last three fiscal years.

         ADVERTISING, PUBLIC RELATIONS AND PROMOTION

                   The Company believes that advertising to promote and
         enhance the TOMMY HILFIGER [R] brand and the image of TOMMY 
         HILFIGER [R] products is important to its long- term growth 
         strategy.  All of the Company's licensees and distributors are 
         required to contribute to the advertisement and promotion of 
         TOMMY HILFIGER [R] products a percentage of their net sales of 
         TOMMY HILFIGER [R] products or a percentage of their net 
         purchases of TOMMY HILFIGER [R] products (depending on the 
         terms of the license or distributorship agreement), subject to 
         minimum amounts.  Advertising by the Company, its licensees 
         and most of its distributors is coordinated by the Company and 
         principally appears in magazines, newspapers, and outdoor 
         advertising media.  In addition, selected personal appearances 
         by Tommy Hilfiger, corporate sponsorships and charitable 
         programs are utilized to further enhance awareness of the 
         Company's image and promote the Company's products.  The 
         Company employs an advertising and public relations staff to 
         implement these efforts.

         SOURCING

                   The Company's sourcing strategy is to contract for
         the manufacture of its products.  Outsourcing allows the
         Company to maximize production flexibility while avoiding
         significant capital expenditures, work-in-process inventory
         buildups and the costs of managing a large production work
         force.  The Company inspects products manufactured by
         contractors to determine whether they meet the Company's
         standards.  See "Quality Control."

                   The Company imports most of its finished goods
         because it believes it can import higher quality products at
         lower costs.  Management maintains extensive and long-term
         relationships with leading manufacturers in the Far East,
         including manufacturers located in Indonesia, Thailand and
         Taiwan, among other countries.  The Company monitors duty,
         tariff and quota-related developments and continually seeks to
         minimize its potential exposure to duty, tariff and quota-
         related risks through, among other measures, geographical
         diversification of its manufacturing sources, the maintenance
         of its buying offices in Hong Kong, Macau, Singapore and India,
         allocation of production to 


                                        8<PAGE>
                  
         merchandise categories where more quota is available and shifts
         of production among countries and manufacturers.

                   The Company's production and sourcing staff oversees
         all aspects of apparel manufacturing and production, the
         negotiation for raw materials and research and development of
         new products and sources.  The Company operates buying offices
         based in Hong Kong, Macau, Singapore and India, as well as the
         United States which perform product development, sourcing,
         production scheduling and quality control.  In addition, the
         Company contracts with various buying subagents and perform
         similar services for the Company's licensees and distributors
         in Canada, Mexico, Japan and Panama, which services Central and
         South America, for specified commissions.

                   The Company has its products manufactured according
         to plans prepared each year which reflect prior years'
         experience, current fashion trends, economic conditions and
         management estimates of a line's performance.  The Company
         separately negotiates with suppliers for the sale of required
         raw materials which are then purchased by its contractors in
         accordance with the Company's specifications.  The Company
         limits its exposure to holding excess inventory by committing
         to purchase a portion of total projected demand and the
         Company, in its experience, has been able to satisfy its excess
         demand through reorders.  The Company believes that its policy
         of limiting its commitments for purchases early in the season
         reduces its exposure to excess inventory and obsolescence.

                   The Company does not have long-term formal
         arrangements with any of its suppliers; however, the Company
         has experienced only limited difficulty in satisfying its raw
         material and finished goods requirements.  Although the loss of
         such suppliers could have a significant effect on the Company's
         immediate operating results, the Company believes it could
         replace such suppliers without a material adverse effect on the
         Company.

                   The Company has its executive offices in Hong Kong
         and its principal buying offices in Hong Kong and Macau.  Hong
         Kong is presently a British Crown Colony, but sovereignty over
         Hong Kong will be transferred effective July 1, 1997 from the
         United Kingdom to the People's Republic of China ("China").
         Macau is presently a Portuguese colony, but sovereignty over
         Macau will be transferred effective January 1, 1999 from the
         Republic of Portugal to China.  If Hong Kong or Macau were to
         impose income or withholding taxes on the Company or in the
         event of an adverse change in their business climate, the
         Company believes it could relocate its executive and principal
         buying offices without a material adverse effect on the
         Company.

         QUALITY CONTROL

                   The Company's quality control program is designed to
         ensure that purchased goods meet the Company's standards.  The
         Company inspects prototypes of each product prior to cutting by
         the contractors and performs two in-line inspections and a
         final inspection prior to shipment.  All finished goods are
         shipped to the Company's New Jersey facilities for re-
         inspection and distribution.  While the Company's return policy
         permits customers to return defective products for credit, less
         than 1% of the Company's shipments in fiscal 1997 were returned
         as defective under this policy.

         MANAGEMENT INFORMATION SYSTEMS

                   The Company believes that high levels of automation
         and technology are essential to maintain its competitive
         position and the Company continues to invest in computer
         hardware, systems applications and networks to enhance and to
         speed the apparel design process, to support the sale and
         distribution of products to its customers and to improve the
         integration and efficiency of its United States and Far East
         operations.  The Company utilizes computer-aided design
         stations for use by Tommy Hilfiger and his design teams, which
         provide timely translations of designs into sample depiction's
         varying in color, cut and style.  The Company also uses an EDI
         system to receive on-line orders from its customers and to
         accumulate sales information on its 


                                        9<PAGE>
                  
         products.  The EDI technology enables the Company to provide
         valuable sales information and inventory maintenance
         information services to its customers who have adopted such
         technology.  Nine of the Company's 10 largest customers
         communicate with the Company through EDI technology.

         DISTRIBUTION

                   Wholesale distribution is centralized in a 360,000
         square foot New Jersey facility to which all products are
         shipped.  The facility is operated and principally staffed by
         an independent contractor who charges the Company on the basis
         of the number of items processed, subject to a minimum annual
         fee.  The Company has the right, at any time during the
         contract period, to terminate the distribution agreement by
         making a specified payment.  In addition, the Company leases a
         200,000 square foot facility in New Jersey for retail
         distribution.  The Company maintains its distribution
         management group and certain administrative functions at its
         New Jersey facilities.  The Company believes that these
         distribution facilities are adequate for the Company's current
         level of sales, and provide the Company with enough space and
         flexibility to support the continued growth of the Company's
         business.


         CREDIT AND COLLECTION

                   The Company collects substantially all of its
         receivables through a credit company pursuant to an agreement
         whereby the credit company pays the Company after the credit
         company receives payment from the Company's customer.  If the
         customer becomes bankrupt or insolvent or the receivable
         becomes 120 days past due, the credit company pays the Company
         50% of the outstanding receivable.  The credit company
         establishes maximum credit limits for each customer account.
         Substantially all accounts receivable are pledged as collateral
         under a bank financing agreement.

                   Despite the bankruptcy of several large retailers in
         recent years, the Company has not experienced any increase in
         its bad debts.  Bad debts as a percentage of net sales were
         less than 0.1% in fiscal 1997.

                   On April 8, 1997, the Company amended and extended
         the terms of the agreement with the credit company.  Under the
         new terms, in exchange for a reduction of the fees charged by
         the credit company, the term of the agreement was extended to
         March 2001.

         TRADEMARKS

                   The Company utilizes four principal registered
         trademarks which it owns:  the name TOMMY HILFIGER [R],
         the Company's distinctive flag logo, the crest and the green
         eyelet the Company uses on certain of its products.  Tommy
         Hilfiger Licensing, Inc. ("THLI"), a subsidiary of Tommy
         Hilfiger U.S.A. Inc. ("TH USA") which is a subsidiary of the
         Company, has registered these trademarks for use in the United
         States and has registered or applied for registration of these
         trademarks in numerous countries in North America, Europe,
         Asia, South America and elsewhere.  The Company regards its
         trademarks and other proprietary rights as valuable assets in
         the marketing of its products. THLI is a party to an agreement
         with Mr. Hilfiger that restricts the sale, lease, license or
         other conveyance of THLI's trademarks, the amendment of the
         license agreement between THLI and TH USA or the creation of
         any lien on THLI trademarks without Mr. Hilfiger's consent
         until Mr. Hilfiger's death or his termination of employment
         with TH USA without the consent of TH USA.


         BACKLOG

                   The Company generally receives orders approximately
         three to five months prior to the time the products are
         delivered to stores.  Thus, the Company's backlog of orders,
         which the Company believes, based on industry practice and past
         experience, will result 


                                        10<PAGE>

         
         in sales, at March 31, 1997 represents a significant portion of
         the Company's expected sales through September 30, 1997.  At
         March 31, 1997, the Company's backlog of orders was
         approximately $283 million, compared to approximately $216
         million at March 31, 1996.  The Company's backlog depends upon
         a number of factors, including the timing of "market weeks"
         during which a significant percentage of the Company's orders
         are received and the timing of shipments.  Accordingly, a
         comparison of backlog from period to period is not necessarily
         meaningful and may not be indicative of eventual actual
         shipments.

         SEASONALITY; UNCERTAINTIES IN APPAREL RETAILING

                   The Company's business is impacted by the general
         seasonal trends that are characteristic of many companies in
         the apparel industry in which sales and profits are highest in
         the fourth calendar quarter.  However, due primarily to the
         significant growth that the Company has experienced, quarterly
         sales and profit trends and working capital requirements did
         not reflect the normal apparel industry seasonality.  In future
         years, the Company expects its seasonal sales and profits will
         more closely reflect typical apparel and retail industry trends
         than they have in the past.

                   The apparel industry historically has been subject to
         substantial cyclical variations.  Although the Company's recent
         results have not been substantially impacted by such
         variations, a recession in the general economy or uncertainties
         regarding future economic prospects that effect consumer
         spending habits could have a material effect on the Company's
         results of operations.

         COMPETITION

                   The men's sportswear segment of the apparel industry
         is highly competitive.  Specifically, the Company encounters
         substantial competition in the designer men's sportswear
         business, including competition from Polo/Ralph Lauren,
         Nautica, Perry Ellis, Calvin Klein and Claiborne, as well as
         from certain non-designer lines.  Some of the Company's
         competitors are significantly larger and more diversified, and
         have substantially greater resources, than the Company.  The
         Company competes primarily on the basis of fashion, price,
         quality and service.  The Company believes its competitive
         position depends upon its ability to anticipate and respond
         effectively to changing consumer demands and to offer fashion
         conscious customers a wide variety of high quality apparel at
         competitive prices.

                   The boyswear segment of the apparel industry is also
         highly competitive.  The Company's competition in this market
         is primarily Polo/Ralph Lauren and certain non-designer lines.
         Consistent with its menswear product lines, the Company
         competes in the boyswear segment primarily on the basis of
         fashion, price, quality and service and believes that its
         competitive position depends upon its ability to anticipate and
         respond effectively to changing consumer demands.

         DEPENDENCE ON CUSTOMERS UNDER COMMON CONTROL

                   The Company's department store customers include
         major United States retailers, certain of which are under
         common ownership.  When considered together as a group under
         common ownership, sales to the department store customers which
         were owned by Federated Department Stores, Dillard Department
         Stores, and The May Department Stores Company accounted for
         approximately 23%, 21%, and 16%, respectively, of fiscal 1997
         net wholesale product sales.  A decision by the controlling
         owner of a group of department stores to decrease the amount
         purchased from the Company or to cease carrying the Company's
         products could adversely affect the Company.


                                        11<PAGE>
         
         EMPLOYEES

                   At March 31, 1997, the Company had approximately
         1,130 full-time employees and 440 part-time employees.
         Virtually all of the Company's part-time employees were
         employed in the Company's specialty retail and outlet stores.
         None of the Company's employees is a member of a union.  The
         Company considers its relations with its employees to be
         excellent.


         ITEM 2.   PROPERTIES

                   The principal executive offices of the Company are
         located at 6/F, Precious Industrial Centre, 18 Cheung Yue
         Street, Cheung Sha Wan, Kowloon, Hong Kong.  TH USA's principal
         executive offices are located at 25 West 39th Street, New York,
         New York 10018.

                   The general location, use and approximate size of the
         principal properties which the Company currently occupies, all
         of which were leased as of March 31, 1997, except for the Hong
         Kong office space and a New York property which houses the
         Company's executive offices and its primary sales, marketing
         and licensing offices and its main sales and licensees'
         showrooms, are set forth below:

         <TABLE>
         <CAPTION>
                                                                      Approximate 
                                                                     Area in Square 
         Location                   Use                                   Feet
         --------                   ---                             ----------------
         <S>                        <C>                                 <C>
         Hong Kong                  Executive offices and 
                                    principal buying office              20,000

         New York, New York         TH USA headquarters and 
                                    sales offices                       186,000

         Edison, New Jersey(1)      Administrative offices               19,000
         South Brunswick,           Warehouse distribution and 
           New Jersey               administrative offices              360,000

         (1)The Company's warehouse space in Edison, New Jersey, which
         is maintained, operated and principally staffed by an
         independent contractor, is not included in the square footage
         description.
         </TABLE>

                   The Company operates 47 outlet stores, each averaging
         approximately 3,300 square feet, generally located in major
         outlet centers in the U.S., and the Company operates eight
         retail stores in metropolitan areas, each averaging
         approximately 3,800 square feet.  The Company has entered into
         lease agreements for future stores of 20,000 square feet in
         Beverly Hills, California and 18,000 and 2,600 square feet,
         respectively, for two stores in London, England.  In addition,
         the Company has two regional showrooms outside of New York
         City.  All of such stores and showrooms are leased.

         ITEM 3.   LEGAL PROCEEDINGS

                   The Company and its subsidiaries are from time to 
         time involved in routine legal matters incidental to their 
         businesses.  In the opinion of the Company's management, the 
         resolution of these matters will not have a material effect 
         on its financial position or its results of operations.

                                        12<PAGE>



         ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                   Not Applicable


                                     PART II

         ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                   MATTERS

                   The Company's Ordinary Shares, par value U.S. $0.01,
         are listed and traded on the New York Stock Exchange under the
         symbol "TOM."  As of June 2, 1997, there were approximately 642
         record holders of the outstanding Ordinary Shares.

                   The following table sets forth, for each of the
         periods indicated, the high and low sales prices per Ordinary
         Share as reported on the New York Stock Exchange Composite
         Tape.

                                                            High         Low
                                                            ----         ---
         Fiscal Year ended March 31, 1997
              First Quarter..............................  55 7/8       41 1/2
              Second Quarter.............................  59 3/8       41 3/4
              Third Quarter..............................  61 1/8       44 1/8
              Fourth Quarter.............................  59 1/8       42 1/2

         Fiscal Year ended March 31, 1996
              First Quarter..............................  29 1/8       20 5/8
              Second Quarter.............................  37 7/8       27 1/8
              Third Quarter..............................  45 3/4       29 5/8
              Fourth Quarter.............................  48           32 5/8


                   In the past two fiscal years, the Company has not
         paid any dividends.  The Company anticipates that all of its
         earnings in the foreseeable future will be retained for the
         development and expansion of its business and, therefore, has
         no current plans to pay cash dividends.  Future dividend policy
         will depend on the Company's earnings, capital requirements,
         financial condition, restrictions imposed by the Company's
         credit agreement, availability of dividends, receipt of funds
         in connection with repayment of loans to subsidiaries or
         advances from operating subsidiaries and other factors
         considered relevant by the Board of Directors of the Company.
         For certain restrictions on the Company's ability to pay
         dividends, see "Management's Discussion and Analysis of
         Financial Condition and Results of Operations - Liquidity and
         Capital Resources" in Item 7.


                                        13<PAGE>
                                        
         ITEM 6.   SELECTED FINANCIAL DATA

         SELECTED CONSOLIDATED FINANCIAL DATA

                   The following selected financial data have been
         derived from the Company's Consolidated Financial Statements.
         The information should be read in conjunction with the
         Consolidated Financial Statements and related Notes thereto
         that appear elsewhere in this Annual Report and Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations set forth in Item 7.

         <TABLE>
         <CAPTION>
                                                           Fiscal Year Ended March 31,
                                                           --------------------------
                                                 1997      1996       1995       1994       1993
                                                 ----      ----       ----       ----       ----
                                                    (in thousands, except per share amounts)
         <S>                                   <C>       <C>       <C>         <C>        <C>
         Statement of Operations Data:
         ----------------------------
         Net revenue.........................  $661,688  $478,131   $320,985   $227,201   $138,638
         Cost of goods sold..................   344,884   258,419    174,584    127,053     81,502
                                               --------  --------   --------   --------   --------
         Gross profit........................   316,804   219,712    146,401    100,148     57,136
         Selling, general and 
           administrative expenses...........   190,976   132,270     85,954     58,702     33,156
                                               --------  --------   --------   --------   --------
         Income from operations..............   125,828    87,442     60,447     41,446     23,980
         Interest expense....................       761       754        207        317      1,348
         Investment income...................    (6,181)   (5,712)    (3,217)      (637)      (219)
                                               --------  --------   --------   --------   --------
         Income before income taxes and
           minority interest.................   131,248    92,400     63,457     41,766     22,851
         Provision for income taxes..........    44,866    30,900     22,742     16,422      8,220
         Minority interest in 
           subsidiary (1)....................        --        --         --         --         25
                                               --------  --------   --------   --------   --------
         Net income..........................   $86,382   $61,500    $40,715    $25,344    $14,606
                                               ========  ========   ========   ========   ========
         Net income per share 
           and share equivalents.............     $2.28     $1.65      $1.12       $.77       $.55
                                                  =====     =====      =====      =====      =====
         Weighted average shares and share
           equivalents outstanding...........    37,885    37,241     36,346     32,836     26,394
                                               ========   =======   ========   ========   ========
         <CAPTION>

                                                                 As of March 31,
                                                                 ---------------
                                                 1997      1996       1995       1994       1993
                                                 ----      ----       ----       ----       ----
                                                                 (in thousands)
         <S>                                   <C>       <C>         <C>        <C>        <C>
         Balance Sheet Data:
         ------------------
         Cash, cash equivalents and 
           short-term investments...........   $109,908  $127,743    $86,031    $50,867    $18,671
         Working capital....................    270,667   238,439    165,261    110,589     53,748
         Total assets.......................    463,085   358,622    239,493    190,378     84,704
         Short-term borrowings..............      5,980    13,755     13,487     10,319      8,068
         Long-term debt.....................      1,510     1,789      2,064      2,341         --
         Shareholders' equity...............    397,464   301,338    209,024    161,715     68,700

         (1)Amounts represent dividends declared on Tommy Hilfiger,
         Inc.'s 10% cumulative preferred stock held by an affiliate of
         the Company.  No dividends have been declared on the Ordinary
         Shares.
         </TABLE>

                                        14<PAGE>





         ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

                   All references to years relate to the fiscal year
         ended March 31 of such year.

         RESULTS OF OPERATIONS

                   The following table sets forth, for the periods
         indicated, the percentage relationship to net revenue of
         certain items in the Company's consolidated statements of
         operations:

                                                Fiscal Year Ended March 31,
                                                ---------------------------
                                                1997        1996       1995
                                                ----        ----       ----     
         Net revenue.....................      100.0%      100.0%     100.0%
         Cost of goods sold..............       52.1        54.0       54.4
                                               -----       -----      -----
         Gross profit....................       47.9        46.0       45.6
         Selling, general and 
           administrative expenses.......       28.9        27.7       26.8
                                                ----        ----       ----
         Income from operations..........       19.0        18.3       18.8
         Interest expense................        0.1         0.2         --
         Investment income...............        0.9         1.2        1.0
                                                ----        ----       ----
         Income before income taxes......       19.8        19.3       19.8
         Provision for income taxes......        6.7         6.4        7.1
                                                ----        ----       ----
         Net income......................       13.1%       12.9%      12.7%
                                                ====        ====       ====

         Year Ended March 31, 1997 Compared to Year Ended March 31, 1996

                   The Company's net income increased to $86,382,000, or
         $2.28 per share, in 1997 from $61,500,000, or $1.65 per share,
         in 1996.  This represents an improvement of $24,882,000 or
         40.5%.  As a percentage of net revenue, net income increased to
         13.1% in 1997 from 12.9% in 1996.

                   Net revenue increased 38.4% to $661,688,000 in 1997
         from $478,131,000 in 1996.  This increase is a result of
         improvements in each of the Company's wholesale, retail, and
         licensing and buying agency divisions, as outlined below.

                   Wholesale net revenue increased to $479,307,000 in
         1997 from $381,239,000 in 1996, an improvement of 25.7%.  This
         improvement includes a 23.9% increase in menswear wholesale
         sales, to $405,319,000 in 1997 from $327,189,000 in 1996, and a
         36.9% increase in boyswear wholesale sales, to $73,988,000 in
         1997 from $54,050,000 in 1996.  These increases were primarily
         due to volume increases as a result of increased sales to
         existing customers, opening new in-store shops and fixtured
         areas, and the expansion of certain existing shops.  The number
         of men's in-store shops increased to 1,046 at March 31, 1997
         from 866 at March 31, 1996 while the number of boyswear
         fixtured areas increased to 1,069 at March 31, 1997 from 872 at
         March 31, 1996.  In addition to the volume increase, the change
         in product mix of the Company's wholesale sales resulted in a
         higher average unit selling price.  Of the total wholesale
         sales increase, approximately 67% was due to volume and
         approximately 33% was due to the increased average unit selling
         price.

                   Net revenue in the Company's retail division
         increased 81.6% to $149,312,000 in 1997 from $82,212,000 in
         1996.  This improvement was due to an increase in the number of
         stores open as well as increased sales at existing stores.  Of
         the total increase of $67,100,000, $31,503,000 was attributable
         to new retail stores opened during 1997.  The total number of
         retail stores open as of March 31, 1997 and 1996 was 55 and 44,
         respectively.


                                        15<PAGE>
                                        
                   Net revenue from licensing royalties and buying
         agency commissions increased 125.3% to $33,069,000 in 1997 from
         $14,680,000 in 1996.  This increase reflects the incremental
         revenue associated with newly licensed products and a general
         increase in sales from existing licensees and buying agency
         services.  Of this increase, approximately 35% was due to
         products introduced under new licenses in 1997 while the
         balance was due to licenses existing as of March 31, 1996.

                   Gross profit improved to 47.9% of net revenue in 1997
         from 46.0% of net revenue in 1996.  This increase was
         attributable to the increases in retail operations and
         royalties and buying agency commissions, each of which had
         higher percentage revenue increases, and which produce higher
         margins, than wholesale operations.  In addition, wholesale
         margins have increased due primarily to the change in mix of
         products sold.

                   Selling, general and administrative expenses
         increased as a percentage of net revenue to 28.9% in 1997 from
         27.7% in 1996.  The increased percentage was due to an increase
         in marketing and advertising expense to promote and enhance the
         brand name and the image of the Company's products.  Selling,
         general and administrative expenses increased to $190,976,000
         in 1997 from $132,270,000 in 1996.  This increase was
         principally due to increased volume-related expenses to support
         the higher revenue and the increased marketing and advertising
         expenses mentioned above.

                   The provision for taxes increased to 34.2% of income
         before taxes in 1997 from 33.4% in 1996.  This increase was
         primarily attributable to the relative level of earnings in the
         various taxing jurisdictions to which the Company's earnings
         are subject.

         Year Ended March 31, 1996 Compared to Year Ended March 31, 1995

                   Net income for 1996 improved to $61,500,000, or $1.65
         per share, from $40,715,000, or $1.12 per share, in 1995.  This
         represented an increase of $20,785,000 or 51.0%.  In addition,
         net income as a percentage of net revenue increased to 12.9% in
         1996 from 12.7% in 1995.

                   The Company's net revenue for 1996 increased to
         $478,131,000, compared to $320,985,000 in 1995.  This
         improvement of 49.0% reflects the increased demand for the
         Company's products.  Substantially all of the wholesale sales
         increase was due to volume increases, which in turn were
         primarily the result of the continuing expansion of the in-
         store shop program.  The number of men's in-store shops
         increased to 866 at March 31, 1996 from 658 at March 31, 1995
         and the number of boyswear fixtured areas increased to 872 at
         March 31, 1996 from 486 at March 31, 1995.  Increased sales to
         existing and new customers and new store locations also
         contributed to the wholesale sales increase.  Menswear
         wholesale sales improved $72,312,000 or 28.4% from $254,877,000
         in 1995 to $327,189,000 in 1996 while boyswear wholesale sales
         improved $21,815,000 or 67.7% from $32,235,000 in 1995 to
         $54,050,000 in 1996.

                   The Company's retail division also contributed to the
         increased revenue level.  Retail revenue increased $54,666,000
         or 198.5% from $27,546,000 in 1995 to $82,212,000 in 1996.
         This increase was due to the addition of 18 new stores during
         1996 as well as increased revenue in existing stores.  Of the
         total increase, $22,645,000 was attributable to new retail
         stores opened in 1996.  At March 31, 1996, a total of 44 stores
         were open.

                   Net revenue from licensing royalties and buying
         agency commissions increased 132.0% from $6,327,000 in 1995 to
         $14,680,000 in 1996.  This improvement principally resulted
         from an increase in sales of existing licensed products as well
         as the introduction of several new licensed products, including
         a men's fragrance, robes and sleepwear, and golfwear.  Of this
         increase, approximately 37% was due to products introduced
         under new licenses in 1996 while the balance was due to
         licenses existing as of March 31, 1995.

                   Gross profit as a percentage of net revenue increased
         from 45.6% in 1995 to 46.0% in 1996.  This increase was
         primarily attributable to the relative increase in retail
         operations and royalties and buying agency commissions, all of
         which produce higher margins than wholesale operations.
         Offsetting this increase was a decrease in wholesale margins
         which was principally the 


                                        16<PAGE>
                                        
         result of an increase in the relative level of boyswear
         products which generally produce lower margins than menswear,
         the mix of products and an overall increase in product costs.

                   Selling, general and administrative expenses
         increased to $132,270,000 in 1996 from $85,954,000 in 1995.
         This increase was primarily attributable to increased volume
         related expenses necessary to support the increase in revenue
         of the Company's wholesale and retail operations.  In addition,
         depreciation and amortization increased due to the greater
         number of in-store shops.  As a percentage of net revenue,
         selling, general and administrative expenses increased to 27.7%
         from 26.8% due to the continued expansion of the Company's
         retail division, which operates at a higher cost structure than
         its wholesale operations, and a one time charge of $2,350,000
         taken by the Company to reflect the current cost of a
         consulting agreement with a former executive.

                   The provision for income taxes decreased to 33.4% of
         income before taxes in 1996 from 35.8% in 1995.  The decrease
         was primarily attributable to the relative level of earnings in
         various taxing jurisdictions to which the Company's earnings
         are subject.


         LIQUIDITY AND CAPITAL RESOURCES

                   The Company's primary funding requirements are to
         finance working capital and the continued growth of the
         business.  This includes primarily the purchase of inventory in
         anticipation of increased sales of the wholesale and retail
         divisions as well as capital expenditures related to the
         expansion of the menswear in-store shop and boyswear fixtured
         area programs and additional retail stores.  The Company's
         sources of liquidity are cash on hand, cash from operations and
         the Company's available credit.

                   The Company's cash and cash equivalents balance has
         decreased from $127,743,000 at March 31, 1996 to $109,908,000
         at March 31, 1997.  The principal reason for this decrease is
         capital expenditures, including the Company's purchase of the
         property which houses its executive offices along with its
         primary sales, marketing and licensing offices and its main
         sales and licensees' showrooms for approximately $25,875,000,
         offset in part, by cash provided by operations.

                   Net cash provided by operating activities in 1997 was
         $64,435,000, an increase of $24,776,000 over the 1996 amount of
         $39,659,000.  The primary factor that contributed to this
         increase was the increase in net income before depreciation and
         amortization offset, in part, by an increase in working
         capital.  The increase in working capital was principally due
         to a higher inventory level which is the result of a planned
         build-up in anticipation of the summer and fall seasons of
         fiscal 1998 and the increased retail division inventory due to
         the greater number of stores, as well as an increase in Core
         inventory to meet the demands of the Company's replenishment
         business.  Inventory increased from $81,428,000 at March 31,
         1996 to $123,847,000 at March 31, 1997, an increase of
         $42,419,000 or 52.1%.

                   Capital expenditures were $83,960,000 in 1997,
         compared with $28,694,000 in 1996.  The increase in capital
         expenditures was primarily related to the purchase of the
         property mentioned above as well as the expansion of the
         Company's in-store shop and fixtured area programs.  The
         Company has continued to install new in-store shops and
         fixtured areas, as well as expand several shops which were
         previously open.  The Company installed 377 menswear in-store
         shops and boyswear fixtured areas during 1997 and 594 menswear
         in-store shops and boyswear fixtured areas during 1996.
         Additionally, the Company opened 11 outlet stores in 1997.

                   In July 1996, the Company entered into an amended and
         restated revolving credit agreement (the "Credit Agreement")
         effective April 1, 1996.  The Credit Agreement, which expires
         in June 1999, provides for direct borrowings, bankers
         acceptances and letters of credit of amounts ranging from
         $100,000,000 in fiscal 1997 to $150,000,000 in fiscal 1999.
         Available borrowings are subject to the timed increase of
         availability under the Credit Agreement and are based upon
         eligible accounts receivable, inventory and open letters of
         credit.  As of March 31, 1997, $100,000,000 was available for
         utilization under the Credit Agreement, of which 


                                        17<PAGE>
                                        
         $66,822,000 had been used to open letters of credit.
         Obligations under the Credit Agreement are collateralized by
         substantially all the assets of the Company's U.S. operations.
         Direct borrowings under the Credit Agreement, which are limited
         to $60,000,000, accrue interest at varying interest rates.

                   At March 31, 1997, total short-term borrowings of
         $5,980,000 consisted of open letters of credit for inventory
         purchased of $5,705,000 and the current portion of mortgage
         debt payable of $275,000.  Additionally, at March 31, 1997, TH
         USA was contingently liable for unexpired bank letters of
         credit of $61,117,000 related to commitments of TH USA to
         suppliers for the purchase of inventories and leases.

                   The Credit Agreement contains various covenants.
         Among other matters, the Credit Agreement includes certain
         restrictions upon capital expenditures, investments,
         indebtedness, loans and advances and transactions with related
         parties.  In addition, the Credit Agreement prohibits certain
         of the Company's operating subsidiaries, which are borrowers or
         guarantors under the Credit Agreement, from paying dividends.
         Because THC is a holding company, dividends or other advances
         from its subsidiaries will be required to fund any cash
         dividends to holders of Ordinary Shares.  The Credit Agreement
         also requires the maintenance of minimum tangible net worth and
         interest coverage ratios.  The Company was in compliance with
         all covenants under the Credit Agreement as of, and for the
         year ended, March 31, 1997.

                   Cash requirements in 1998 will primarily include
         capital expenditures relating to the in-store shop and fixtured
         area programs and the opening of approximately eight additional
         outlet stores and one additional specialty retail store, as
         well as the flagship stores in Beverly Hills, California and
         London, England.  The amount of total committed capital
         expenditures at March 31, 1997, including expenditures relating
         to these projects, was approximately $14,000,000.  The Company
         believes the amount of capital expenditures for 1998 will be
         consistent with 1997 and intends to fund cash requirements in
         1998 and future years from available cash balances, internally
         generated funds and available credit.  The Company believes
         that these resources will be sufficient to fund its cash
         requirements for such periods.

         INFLATION

                   The Company does not believe that the relatively
         moderate rates of inflation experienced over the last few years
         in the United States, where it primarily competes, have had a
         significant effect on its net revenue or profitability.  Higher
         rates of inflation have been experienced in a number of foreign
         countries in which the Company's products are manufactured but
         have not had a material effect on the Company's net revenue or
         profitability.  The Company has been able to partially offset
         its cost increases by increasing prices or changing suppliers.

         EXCHANGE RATES

                   The Company receives United States dollars for
         substantially all of its product sales and its licensing
         revenues.  Inventory purchases from contract manufacturers
         throughout the world are denominated in United States dollars;
         however, purchase prices for the Company's products may be
         impacted by fluctuations in the exchange rate between the
         United States dollar and the local currencies of the contract
         manufacturers, which may have the effect of increasing the
         Company's cost of goods in the future.  During the last three
         fiscal years, exchange rate fluctuations have not had a
         material impact on the Company's inventory costs; however, due
         to the number of currencies involved and the fact that not all
         foreign currencies react in the same manner against the United
         States dollar, the Company cannot quantify in any meaningful
         way the potential effect of such fluctuations on future income.
         The Company does not engage in hedging activities with respect
         to such exchange rate risk.


                                        18<PAGE>
                                        
         RECENTLY ISSUED ACCOUNTING STANDARDS

         Earnings Per Share.  In February 1997, the Financial Accounting
         Standards Board ("FASB") issued Statement No. 128, Earnings per
         Share, which specifies the computation, presentation and
         disclosure requirements for earnings per share.  Management of
         the Company believes that adoption of Statement No. 128, which
         is required for fiscal year 1998, will not have a material
         impact on the Company's earnings per share calculation.

         Disclosure of Information about Capital Structure.  In February
         1997, the FASB issued Statement No. 129, Disclosure of
         Information about Capital Structure, which requires an entity
         to explain the pertinent rights and privileges of its various
         securities outstanding.  Management of the Company believes
         that adoption of Statement No. 129 will not have a significant
         impact on the Company's present disclosure.


         SAFE HARBOR STATEMENT

         Safe Harbor Statement under the Private Securities Litigation
         Reform Act of 1995.  In addition to the historical information
         contained herein, there are matters discussed which are hereby
         identified as "forward-looking statements" for purposes of the
         Safe Harbor Statement.  These forward-looking statements
         involve risks and uncertainties, including but not limited to
         economic, competitive, governmental and technological factors
         affecting the Company's operations, markets, products, services
         and prices.

              
                                        

                                        19<PAGE>
                                        
         ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Index to Consolidated Financial Statements

         Report of Independent Accountants

         Consolidated Statements of Operations for the years ended March
         31, 1997, 1996, 1995

         Consolidated Balance Sheets as of March 31, 1997 and 1996

         Consolidated Statements of Cash Flows for the years ended March
         31, 1997, 1996 and 1995

         Consolidated Statements of Changes in Shareholders' Equity for
         the years ended March 31, 1997, 1996 and 1995

         Notes to Consolidated Financial Statements


                                        















                                        20<PAGE>
                                         

                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                   Page

         Report of Independent Accountants......................    F-2

         Consolidated Statements of Operations
         for the years ended March, 31, 1997, 1996 and 1995.....    F-3

         Consolidated Balance Sheets as of 
         March 31, 1997 and 1996................................    F-4

         Consolidated Statements of Cash Flows 
         for the years ended March 31, 1997, 
         1996, and 1995.........................................    F-5

         Consolidated Statements of Changes 
         in Shareholders' Equity for the years 
         ended March 31, 1997, 1996, and 1995...................    F-6

         Notes to Consolidated Financial Statements.............    F-7


















                                         
                                       F-1<PAGE>
                                         
                        REPORT OF INDEPENDENT ACCOUNTANTS



         To the Board of Directors and Shareholders of
         Tommy Hilfiger Corporation

         In our opinion, the consolidated financial statements listed in
         the index appearing under Item 14(a)(1) and (2) of this Annual
         Report on Form 10-K present fairly, in all material respects,
         the financial position of Tommy Hilfiger Corporation and its
         subsidiaries at March 31, 1997 and 1996, and the results of
         their operations and their cash flows for each of the three
         years in the period ended March 31, 1997, in conformity with
         generally accepted accounting principles.  These financial
         statements are the responsibility of the Company's management;
         our responsibility is to express an opinion on these financial
         statements based on our audits.  We conducted our audits of
         these statements in accordance with generally accepted auditing
         standards which require that we plan and perform the audit to
         obtain reasonable assurance about whether the financial
         statements are free of material misstatement.  An audit
         includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements, assessing
         the accounting principles used and significant estimates made
         by management, and evaluating the overall financial statement
         presentation.  We believe that our audits provide a reasonable
         basis for the opinion expressed above.


         /s/ PRICE WATERHOUSE LLP

         PRICE WATERHOUSE LLP
         New York, New York
         May 21, 1997
















                                         
                                       F-2<PAGE>
                                         
                            TOMMY HILFIGER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                      For The Fiscal Year Ended March 31,
                                      -----------------------------------
                                           1997      1996      1995
                                           ----      ----      ----   
         Net revenue.................... $661,688  $478,131  $320,985

         Cost of goods sold.............  344,884   258,419   174,584
                                         --------  --------  --------

         Gross profit...................  316,804   219,712   146,401
         Selling, general and 
           administrative expenses......  190,976   132,270    85,954
                                         --------  --------  --------

         Income from operations.........  125,828    87,442    60,447

         Interest expense...............      761       754       207
         Investment income..............    6,181     5,712     3,217
                                            -----     -----     -----

         Income before income taxes.....  131,248    92,400    63,457

         Provision for income taxes.....   44,866    30,900    22,742
                                         --------  --------  --------

         Net income.....................  $86,382   $61,500   $40,715
                                         ========  ========  ========

         Earnings per share and 
           share equivalents............ $   2.28  $   1.65  $   1.12
                                         ========  ========  ========
         Weighted average shares and 
           share equivalents 
           outstanding..................   37,885    37,241     36,346
                                         ========  ========   ========



           See accompanying Notes to Consolidated Financial Statements.

                                                                   

                                       F-3<PAGE>
                                                                   
                            TOMMY HILFIGER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                        As of March 31,
                                                        ---------------
                                                        1997       1996
                                                        ----       ----
         ASSETS
         Current assets
             Cash and cash equivalents............    $109,908   $127,743
             Accounts receivable..................      79,984     68,402
             Inventories..........................     123,847     81,428
             Other current assets.................      18,614     13,484
                                                      --------    -------

                 Total current assets.............     332,353    291,057

         Property and equipment, at cost, 
             less accumulated depreciation 
             and amortization.....................     121,540     57,845
         Other assets.............................       9,192      9,720
                                                         -----      -----

                 Total Assets.....................    $463,085   $358,622
                                                      ========   ========

         LIABILITIES AND SHAREHOLDERS' EQUITY
         Current liabilities
             Short-term borrowings................      $5,980    $13,755
             Accounts payable.....................       5,996      9,454
             Accrued expenses and other
                 current liabilities..............      49,710     29,409
                                                      --------   --------

                 Total current liabilities........      61,686     52,618

         Other liabilities........................       2,425      2,877
         Long-term debt...........................       1,510      1,789

         Shareholders' equity
             Preference Shares, $0.01 par 
                 value-shares authorized
                 5,000,000; none issued...........          --         --
             Ordinary Shares, $0.01 par value-shares
                 authorized 50,000,000; issued and 
                 outstanding 37,249,529 and 
                 36,879,924 respectively..........         372        369
             Capital in excess of par value.......     165,032    155,294
             Retained earnings....................     232,015    145,633
             Cumulative translation adjustment....          45         42
                                                      --------   --------

                 Total shareholders' equity.......     397,464    301,338

         Commitments and contingencies                --------   --------

                 Total Liabilities and Shareholders' 
                 Equity...........................    $463,085   $358,622
                                                      ========   ========

            See accompanying Notes to Consolidated Financial Statements.


                                       F-4<PAGE>
                                        
                            TOMMY HILFIGER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (IN THOUSANDS)

        <TABLE>              
        <CAPTION>
                                                   For The Fiscal Year Ended March 31,
                                                   -----------------------------------
                                                        1997      1996      1995
                                                        ----      ----      ----
         <S>                                           <C>       <C>       <C>
         Cash flows from operating activities
           Net income..............................    $86,382   $61,500   $40,715
           Adjustments to reconcile net 
             income to net cash provided 
             by operating activities
               Depreciation and amortization.......     20,842    13,439     9,308
               Deferred income taxes...............     (4,428)   (6,287)     (845)
               Stock compensation expense..........         --        60       140
               Realized and unrealized 
               losses on investments...............         --        --       473
               Equity in loss (gain) of 
               equity investee.....................         --       143       (61)
               Changes in operating assets 
               and liabilities (Increase) 
               decrease in assets
                 Accounts receivable...............    (11,582)  (17,917)   (4,413)
                 Inventories.......................    (42,419)  (29,419)  (17,195)
                 Other assets......................       (751)   (5,805)      814
               Increase (decrease) in 
                 liabilities
                 Accounts payable..................     (3,458)    7,356     2,870
                 Accrued expenses and other
                  liabilities......................     19,849    16,589    (4,009)
                                                        ------    ------     -----

             Net cash provided by 
               operating activities................     64,435    39,659    27,797
                                                        ------    ------    ------

         Cash flows from investing 
         activities
           Purchases of property and 
             equipment.............................    (83,960)  (28,694)  (20,042)
           Purchases of investments................         --  (101,138) (134,360)
           Maturities and sales of 
             investments...........................         --   151,352   114,876
           Other ..................................         --        --       277
                                                       -------   -------   -------

             Net cash (used in) provided
               by investing activities.............    (83,960)   21,520   (39,249)
                                                       -------    ------   -------

         Cash flows from financing 
           activities
           Proceeds from the exercise 
             of employee stock options.............      3,929    13,027     5,115
           Tax benefit from exercise 
             of stock options......................      5,812    17,715     3,577
           Acquisition of treasury stock...........         --        --    (2,441)
           Short-term bank (repayments)
             borrowings............................     (7,775)      268     3,168
           Payments on long-term debt..............       (279)     (275)     (277)
           Other ..................................          3        12       (18)
                                                       -------   -------    ------

             Net cash provided by 
               financing activities................      1,690    30,747     9,124
               Net (decrease) increase 
               in cash.............................    (17,835)   91,926    (2,328)
         Cash and cash equivalents, 
           beginning of year.......................    127,743    35,817    38,145
                                                       -------    ------    ------
         Cash and cash equivalents, end
           of year.................................   $109,908  $127,743   $35,817
                                                      ========  ========   =======
         </TABLE>

                 See accompanying Notes to Consolidated Financial Statements.


                                       F-5<PAGE>
                                                                                
                            TOMMY HILFIGER CORPORATION
            CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                        (IN THOUSANDS, EXCEPT SHARE DATA)

         <TABLE>
         <CAPTION>

                                                                               Unearned   Cumulative                Total
                                                      Capital in                 stock      trans-                  share-
                                            Ordinary   excess of   Retained     compen-     adjust-     Treasury   holders'
                                             Shares    par value   earnings     sation       ment         stock     equity
                                            --------  ----------   --------    --------   ----------    --------   --------
         <S>                                 <C>       <C>         <C>          <C>        <C>           <C>        <C>
         BALANCE, MARCH 31, 1994..........   $346      $116,944     $44,900     ($490)         $15          --      $161,715
           Net income.....................                           40,715                                           40,715
           Ordinary shares 
             obtained for treasury,
               118,576 shares.............                                                               ($2,441)     (2,441)
           Exercise of employee 
           stock options..................      6         4,148      (1,482)                               2,441       5,113
           Tax benefit from exercise
           of stock options...............                3,577                                                        3,577
           Increase in value of 
           proportionate interest
             in subsidiary................                  190                                                          190
           Amortization of unearned stock
             compensation.................                                        140                                    140
           Translation adjustment.........                                                      15                        15
                                              ---       -------      ------      ----         ----          ----     -------
         BALANCE, MARCH 31, 1995..........    352       124,859      84,133      (350)          30            --     209,024
           Net income.....................                           61,500                                           61,500
           Exercise of employee 
             stock options................     17        13,010                                                       13,027
           Tax benefit from
             exercise of stock
             options......................               17,715                                                       17,715
           Amortization of 
             unearned stock
             compensation.................                 (290)                  350                                     60
           Translation adjustment.........                                                      12                        12
                                              ---       -------     -------      ----         ----         -----     -------
         BALANCE, MARCH 31, 1996..........    369       155,294     145,633        --           42            --     301,338
           Net income.....................                           86,382                                           86,382
           Exercise of employee 
             stock options................      3         3,926                                                        3,929
           Tax benefit from exercise 
             of stock options.............                5,812                                                        5,812
           Translation adjustment.........                                                       3                         3
                                              ---       -------     -------      ----         ----          ----    --------
         BALANCE, MARCH 31, 1997..........   $372      $165,032    $232,015        --        $  45            --    $397,464
                                             ====      ========    ========      ====         ====          ====    ========
         </TABLE>

              See accompanying Notes to Consolidated Financial Statements
          
                                       F-6<PAGE>
          
                            TOMMY HILFIGER CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)  Basis of Presentation

                   The consolidated financial statements include the
         accounts of Tommy Hilfiger Corporation ("THC") and all
         majority-owned subsidiaries, including Tommy Hilfiger U.S.A.,
         Inc. ("TH USA"), Tommy Hilfiger Licensing, Inc. ("THLI"), Tommy
         Hilfiger Retail, Inc. ("THR"), Tommy Hilfiger Flagship Stores,
         Inc., Tommy Hilfiger (Eastern Hemisphere) Limited ("THEH"),
         Tommy Hilfiger (HK) Limited ("THHK") and, through June 30,
         1996, Tommy Hilfiger Nippon Co., Ltd. ("THN"), as well as THN's
         49% interest in Tommy Hilfiger Japan Co., Ltd. ("TH Japan")
         (collectively "the Company").

         (b)  Organization and Business

                   THC was incorporated as a British Virgin Islands
         company in June 1992 and acts as a holding company for each of
         the following operating subsidiaries.

                   TH USA designs and imports men's sportswear and
         boyswear for wholesale distribution under the trademark license
         agreement with THLI described below.

                   THLI licenses the use of the TOMMY HILFIGER
         [R] trademarks to TH USA, THR and other affiliates and non 
         affiliates. These agreements grant the licensee exclusive rights 
         for use of the trademarks for specified products in specified 
         geographical areas.

                   THR commenced operations in April 1993 and as of
         March 31, 1997 operated 55 retail stores.

                   THEH and THHK act as commissioned buying agents for
         TH USA, THR and certain other of THLI's licensees.

                   THN was a 90% owned subsidiary and acted as a holding
         company for the Company's interest in TH Japan, a joint venture
         with Itochu, Ltd.  TH Japan had licensed the rights to
         manufacture and distribute the majority of the Company's
         products in Japan from THLI and, in turn, sublicensed these
         rights to various Japanese companies.  The joint venture
         terminated on June 30, 1996 and THN was dissolved in November
         1996.

         (c)  Basis of Consolidation

                   All significant intercompany balances and
         transactions have been eliminated.  The Company accounted for
         its interest in TH Japan on the equity basis.

         (d)  Cash, and Cash Equivalents and Investments

                   The Company considers all financial instruments
         purchased with original maturities of three months or less to
         be cash equivalents.

                   Short-term investments include investments with an
         original maturity of greater than three months and a remaining
         maturity of less than one year.  These investments are carried
         at market value and are classified as trading securities.

                   In determining realized gains and losses, the cost of
         securities sold is based upon specific identification.


                                       F-7<PAGE>
          
         (e)  Inventories

                   Inventories are valued at the lower of cost (weighted
         average method) or market.

         (f)  Property and Equipment

                   Depreciation is calculated using the straight-line
         method over the estimated useful lives of the assets, ranging
         from three to twenty-five years.  Leasehold improvements are
         amortized using the straight-line method over the lesser of the
         terms of the leases or the estimated useful lives of the
         assets.  The Company's share of the cost of constructing in-
         store shop displays is capitalized and amortized using the
         straight-line method over their estimated useful lives. These
         costs are included in "Furniture and fixtures".  Major
         additions and betterments are capitalized and repairs and
         maintenance are charged to operations in the period incurred.

         (g)  Income Taxes

                   The Company has recorded its provision for income
         taxes under the liability method.  Under this method, deferred
         tax assets and liabilities are recognized based on differences
         between the financial statement and tax bases of assets and
         liabilities using presently enacted tax rates.

         (h)  Earnings Per Share and Share Equivalents

                   During fiscal 1995, the Company announced that its
         Board of Directors approved a two-for-one stock split, effected
         in the form of a 100% stock dividend, payable to shareholders
         of record at the close of business on December 27, 1994.
         Earnings per share and share equivalents for all periods
         presented reflect the stock split.

         (i)  Revenues

                   Net revenues from wholesale product sales are
         recognized upon shipment of products to customers.  Allowances
         for estimated returns and discounts are provided when sales are
         recorded.  Retail store revenues are recognized at the time of
         sale.  Licensing royalties and buying agency fees are
         recognized as earned. 

                   Net wholesale sales to major customers, based upon
         their ownership at March 31, 1997, as a percentage of total net
         wholesale sales for the three-year period ended March 31, 1997
         were as follows:
                                         
                                         Fiscal Year Ended March 31,
                                         ---------------------------
                                       1997         1996        1995
                                       ----         ----        ----
                  Customer A            23%          22%         22%
                  Customer B            21%          21%         23%
                  Customer C            16%          14%         14%


                                       F-8<PAGE>
                                       
         (j)  Foreign Currency Translation

                   The consolidated financial statements of the Company
         are prepared in United States dollars as this is the currency
         of the primary economic environment in which the Company
         operates, and substantially all of its revenues are received
         and expenses are disbursed in United States dollars.  The
         financial statements of non-United States entities are
         translated into United States dollars in accordance with
         Statement of Financial Accounting Standards ("SFAS") No. 52.
         Under this translation method, adjustments resulting from
         translating the financial statements of the non-United States
         entities are recorded in shareholders' equity.

         (k)  Segment Information

                   The Company is engaged in principally one industry
         segment, the design, importation and distribution of men's
         sportswear and childrenswear.

                   Substantially all of the Company's net revenue and
         income from operations are derived from, and identifiable
         assets (other than the collateralized time deposits mentioned
         in Note 4 which are located in Hong Kong) are located in, the
         United States and, therefore, constitute foreign operations in
         that the Company is incorporated in the British Virgin Islands.

         (l)  Fair Value of Financial Instruments

                   The fair values of short-term borrowings and long-
         term debt approximate their carrying values as these financial
         instruments bear interest at variable market rates.  The fair
         value of the Company's other monetary assets and liabilities
         approximate carrying value due to the relatively short-term
         nature of these items.

         (m)  Advertising Costs

                   Advertising costs are charged to operations when
         incurred and totaled $19,651,000, $7,929,000 and $7,358,000
         during the years ended March 31, 1997, 1996 and 1995,
         respectively.

         (n)  Use of Estimates

                   The preparation of financial statements in conformity
         with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the
         reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses
         during the reporting period.  Actual results could differ from
         those estimates.


         NOTE 2 - ACCOUNTS RECEIVABLE

                   TH USA collects substantially all of its receivables
         through a credit company pursuant to an agreement whereby the
         credit company pays TH USA after the credit company receives
         payment from the Company's customer.  If the customer becomes
         bankrupt or insolvent or the receivable becomes 120 days past
         due, the credit company pays TH USA 50% of the outstanding
         receivable.  The credit company establishes maximum credit
         limits for each customer account.  Substantially all accounts
         receivable are pledged as collateral under a bank financing
         agreement.
                                       
                                       F-9<PAGE>
                                       
         NOTE 3 - INVENTORIES

              Inventories are summarized as follows:

                                                      March 31,
                                                      ---------
                                                1997            1996
                                                ----            ----

         Finished goods.................    $122,237,000     $80,210,000
         Raw materials..................       1,610,000       1,218,000
                                              ----------      ----------
                                            $123,847,000     $81,428,000
                                            ============     ===========


         NOTE 4 - CASH EQUIVALENTS AND INVESTMENTS

                   Cash equivalents consist of collateralized time
         deposits and have original maturities of less than three
         months.  As of March 31, 1997, cash equivalents in the
         Consolidated Balance Sheet include $94,520,000 of time
         deposits.  At March 31, 1997, such investments are earning
         interest at rates ranging from 5.16% to 5.31%.

                   Investment income is comprised of the following:


                                            Fiscal Year Ended March 31,
                                            ---------------------------
                                        1997           1996           1995
                                        ----           ----           ----

         Interest income..........   $6,181,000     $5,712,000     $3,690,000
         Net realized losses......           --             --       (473,000)
                                     ----------     ----------     ----------
         Investment income........   $6,181,000     $5,712,000     $3,217,000
                                     ==========     ==========     ==========


         NOTE 5 - PROPERTY AND EQUIPMENT

                   Property and equipment consists of the following:


                                                      March 31,
                                                      ---------
                                                1997            1996
                                                ----            ----

         Furniture and fixtures.........     $88,507,000     $55,880,000
         Leasehold improvements.........      27,924,000      19,239,000
         Buildings and land.............      37,885,000       3,128,000
         Machinery and equipment........      16,263,000       8,372,000
                                            ------------     -----------
                                             170,579,000      86,619,000
         Less:  accumulated depreciation 
           and amortization.............      49,039,000      28,774,000
                                            ------------    ------------
                                            $121,540,000     $57,845,000 
                                            ============    ============


         NOTE 6 - SHORT-TERM BORROWINGS

                   In July 1996, the Company entered into an amended and
         restated credit agreement (the "Credit Agreement") effective
         April 1, 1996.  The Credit Agreement, which expires in June
         1999, provides for direct borrowings, bankers acceptances and
         letters of credit of amounts ranging from $100,000,000 in
         fiscal 1997 to $150,000,000 in fiscal 1999.  Available
         borrowings under the Credit Agreement are subject to the timed
         increase of availability under the Credit Agreement and are
         based upon eligible accounts receivable, inventory and open
         letters of credit.  As of March 31, 1997, $100,000,000 was
         available for utilization under the Credit Agreement, of which
         $66,822,000 had been used to open letters of credit.
         Obligations under the Credit Agreement are 


                                       F-10<PAGE>
         
         
         collateralized by substantially all the assets of the Company's
         U.S. operations.  Direct borrowings under the Credit Agreement,
         which are limited to $60,000,000, accrue interest at varying
         interest rates.

                   At March 31, 1997, total short-term borrowings of
         $5,980,000 consisted of open letters of credit for inventory
         purchased of $5,705,000 and the current portion of mortgage
         debt payable of $275,000.

                   The Credit Agreement contains various covenants.
         Among other matters, the Credit Agreement includes certain
         restrictions upon capital expenditures, investments,
         indebtedness, loans and advances and transactions with related
         parties.  In addition, the Credit Agreement prohibits certain
         of the Company's operating subsidiaries, which are borrowers or
         guarantors under the Credit Agreement, from paying dividends.
         Because THC is a holding company, dividends or other advances
         from its subsidiaries will be required to fund any cash
         dividends to holders of Ordinary Shares.  The Credit Agreement
         also requires the maintenance of minimum tangible net worth and
         interest coverage ratios.

                   The Company was in compliance with all covenants
         under the Credit Agreement as of, and for the year ended, March
         31, 1997.

         NOTE 7 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

                   Accrued expenses and other current liabilities are
         comprised of the following:


                                                      March 31,
                                                      ---------
                                                1997            1996
                                                ----            ----

         Accrued compensation...........     $15,734,000     $12,393,000
         Accrued marketing..............       6,369,000       1,576,000
         Other..........................      27,607,000      15,440,000
                                              ----------      ----------
                                             $49,710,000     $29,409,000
                                             ===========     ===========


         NOTE 8 - LONG-TERM DEBT

                   In connection with the purchase of real estate, THEH
         obtained a ten-year, $2,746,000 mortgage.  The debt, payable in
         equal quarterly installments through August 2003, is secured by
         the property and accrues interest at the Hong Kong prime
         lending rate, which was 8.5% at March 31, 1997.


         NOTE 9 - COMMITMENTS AND CONTINGENCIES

         (a)  Leases

                   The Company leases office, warehouse and showroom
         space, retail stores and office equipment under operating
         leases which expire not later than 2023.  The Company
         normalizes fixed escalations in rental expense under its
         operating leases.  Minimum annual rentals under non-cancelable
         operating leases, excluding operating cost escalations and
         contingent rental amounts based upon retail sales, are payable
         as follows:


                   Fiscal Year Ending March 31,
                   ----------------------------
                        1998......................   $8,753,000
                        1999......................   10,635,000
                        2000......................   10,440,000
                        2001......................    8,402,000
                        2002......................    7,169,000
                        Thereafter................   50,687,000
                                         
                                       F-11<PAGE>
                                         
                   Rent expense was $8,911,000, $5,768,000 and
         $2,282,000 for the years ended March 31, 1997, 1996 and 1995,
         respectively.

         (b)  Letters of credit

                   TH USA is contingently liable for unexpired bank
         letters of credit at March 31, 1997 of $57,061,000 related to
         commitments for the purchase of inventories and $4,056,000
         related to leases.

         (c)  Commitments

                   At March 31, 1997, the Company had entered into
         capital commitments primarily related to construction projects
         of approximately $14,000,000.

         (d)  Legal matters

                   The Company is from time to time involved in routine
         legal matters incidental to its business.  In the opinion of
         the Company, based on advice of counsel, the resolution of such
         matters will not have a material effect on the financial
         position or the results of operations of the Company.


         NOTE 10 - INCOME TAXES

                   The components of the provision for income taxes are
         as follows:


                                               Fiscal Year Ended March 31,
                                               ---------------------------
                                            1997          1996         1995
                                            ----          ----         ----
         Current:
            U.S. Federal..............  $39,276,000   $29,100,000  $18,516,000
            State and Local...........    6,688,000     6,238,000    3,693,000
            Non-U.S...................    3,330,000     1,849,000    1,378,000
                                        -----------   -----------  -----------
                                         49,294,000    37,187,000   23,587,000
                                        -----------   -----------  -----------
         Deferred:
            U.S. Federal..............   (3,724,000)   (4,940,000)    (664,000)
            State and Local...........     (737,000)   (1,347,000)    (183,000)
            Non-U.S...................       33,000            --        2,000
                                        -----------   -----------  -----------
                                        (44,428,000)   (6,287,000)    (845,000)
                                        -----------   -----------  -----------
         Provision for income taxes...  $44,866,000   $30,900,000  $22,742,000
                                        ===========   ===========  ===========

                   Significant components of the Company's deferred tax
         assets are summarized as follows:

                                                            March 31,
                                                            ---------
                                                      1997           1996
                                                      ----           ----
         Deferred tax assets - current:
            Inventory costs.....................   $5,054,000     $3,457,000
            Allowances for doubtful accounts
               and sales discounts..............    2,415,000      3,191,000
               Accrued compensation.............    1,580,000             --
            Other items, net....................    3,070,000      1,464,000
                                                  -----------    -----------
                                                   12,119,000      8,112,000
         Deferred tax assets - non-current:
            Depreciation and amortization.......    2,335,000      1,914,000
                                                  -----------    -----------
                                                    2,335,000      1,914,000
                                                  -----------    -----------
         Total deferred tax assets..............  $14,454,000    $10,026,000
                                                  ===========    ===========
                                         
                                       F-12<PAGE>
                                         
                   The U.S. and non-U.S. components of income before
         income taxes are as follows:

                                               Fiscal Year Ended March 31,
                                               ---------------------------

                                            1997          1996         1995
                                            ----          ----         ----
         U.S.......................    $104,671,000   $71,606,000  $51,789,000
         Non-U.S...................      26,577,000    20,794,000   11,668,000
                                       ------------   -----------  -----------
                                       $131,248,000   $92,400,000  $63,457,000
                                       ============   ===========  ===========

                   The provision for income taxes differs from the
         amounts computed by applying the applicable U.S. federal
         statutory rates to income before taxes as follows:

         <TABLE>                                              
         <CAPTION>
                                                       Fiscal Year Ended March 31,
                                                       ---------------------------
                                                    1997          1996         1995
                                                    ----          ----         ----
         <S>                                    <C>           <C>          <C>                 
         Provision for income taxes at the
            U.S. federal statutory rate.......  $45,937,000   $32,340,000  $22,210,000
         State and local income taxes, net
            of federal benefits...............    3,868,000     3,179,000    2,281,000
         Non-U.S. income taxed at different
            rates.............................   (6,350,000)   (5,612,000)  (2,821,000)
         Other................................    1,411,000       993,000    1,072,000
            ..................................  -----------   -----------  -----------
         Provision for income taxes..........   $44,866,000   $30,900,000  $22,742,000
                                                ===========   ===========  ===========
         </TABLE>

                   THC is not taxed on income in the British Virgin
         Islands ("BVI") where it is incorporated. THC's subsidiaries
         are subject to taxation in the jurisdictions in which they
         operate.

                   Provision has not been made for taxes on
         undistributed non-BVI, non-U.S. earnings of $121,642,000 at
         March 31, 1997, as those earnings will continue to be
         reinvested.  As a result of various tax planning strategies
         available to the Company, it is not practical to estimate the
         amount of tax, if any, that might be payable on the eventual
         remittance of such earnings.

         NOTE 11 - RELATED PARTIES

                   Effective February 1, 1997, the Company entered into
         a licensing agreement with Pepe Jeans London Corporation
         ("Pepe") to distribute the Company's men's and boys sportswear
         (excluding jeanswear and jeans related apparel) throughout the
         European market.  Under this agreement, the licensee pays THLI
         a royalty based on a percentage of the value of licensed
         products sold by Pepe.  Except with the approval of THLI, all
         products sold by or through Pepe must be purchased through THEH
         or TH USA pursuant to buying agency agreements.  Under these
         agreements, THEH and TH USA are paid a buying agency commission
         based on a percentage of the cost of products sourced through
         them.  The distribution of products under this arrangement is
         expected to begin in Fall 1997.

              Effective June 30, 1996, the Company's joint venture
         arrangement with TH Japan covering the Company's Japanese
         operations expired.  Effective July 1, 1996, the Company
         entered into an exclusive license agreement for Japan with
         Novel-ITC Licensing Limited ("NIL"), a related party.  Under
         the license agreement, NIL pays THLI a royalty based on a
         percentage of the value of licensed products sold by NIL's
         sublicensee.  Except with the approval of THLI, all products
         sold by or through NIL or its sublicensee must be purchased
         through THEH or TH USA pursuant to buying agency agreements.
         Under these agreements, THEH and TH USA are paid a buying
         agency commission based on a percentage of the cost of products
         sourced through them.
                                         
                                       F-13<PAGE>
                                         
         Pursuant to this new arrangement, royalties and commissions
         totaled $2,745,000 during fiscal 1997.  Pursuant to the prior
         arrangement, royalties and commissions totaled $488,000 in
         fiscal 1997, $1,939,000 in fiscal 1996 and $1,222,000 in fiscal
         1995.

                   Effective October 1, 1995, the Company entered into a
         license agreement with a related party, AIHL Investment Group
         Limited (formerly SEL International Investments Corp.)
         ("AIHL"), the parent of Pepe, for the manufacture, sale and
         distribution of men's, women's and girls' jeanswear and jeans
         related apparel (which includes women's and girls' casualwear)
         bearing the TOMMY HILFIGER [R] registered trademarks.  Other 
         assets in the Consolidated Balance Sheet include a non-interest 
         bearing note receivable from AIHL in connection with this 
         transaction.  The note, which has a face value of $5,000,000, 
         and is due on September 30, 2000, is recorded at its present 
         value of $3,735,000 at March 31, 1997 and $2,874,000 at March 31, 
         1996.  Under this license agreement, the Company receives 
         royalties from subsidiaries of Pepe based upon a percentage of 
         net sales of licensed products.  The fiscal 1997 and 1996 results 
         of operations include $9,963,000 and $1,915,000 of such 
         royalties.  Net sales included in the Consolidated Statements of 
         Operations for these licensed products prior to this agreement 
         were $12,370,000 in fiscal 1996 and $9,104,000 in fiscal 1995.  
         In addition, in connection with this license, a subsidiary of 
         Pepe leases certain space at the Company's U.S. headquarters, 
         for which rent of $214,000 was received by the Company in fiscal 
         1997.

                   In June 1994, the Company granted a director of the
         Company an option to purchase a 10% equity interest in THR in
         connection with entering into an employment agreement with THR.
         In July 1994, this option was exercised at $193,000, an
         exercise price equal to 10% of the fair market value of THR as
         determined by an independent appraisal.  As a result of this
         transaction, the value of the Company's proportionate interest
         in THR increased by $190,000.  During March 1996, in connection
         with the termination of the director's employment, the Company
         repurchased this equity interest for its fair value of
         $1,800,000.

                   TH USA purchases finished goods in the ordinary
         course of business from affiliated companies.  Such purchases
         amounted to $9,852,000, $10,970,000 and $12,092,000 during the
         fiscal years ended March 31, 1997, 1996 and 1995, respectively.
         In addition, contractors of the Company purchased raw materials
         in the ordinary course of business from affiliates of the
         Company.  Such purchases amounted to $5,811,000, $7,910,000 and
         $2,977,000 during the fiscal years ended March 31, 1997, 1996
         and 1995, respectively.

                   THEH has entered into a buying agency agreement with
         a Canadian licensee, in which one of the Company's directors
         has an indirect beneficial ownership interest.  Under this
         agreement, THEH receives commissions based on a percentage of
         the cost of goods sourced on behalf of the licensee.  THLI
         receives a royalty from the licensee based upon a percentage of
         net sales of licensed products.  Results of operations include
         $2,378,000, $1,667,000 and $861,000 for the years ended March
         31, 1997, 1996 and 1995, respectively, for commissions and
         royalties received from this licensee.

                   TH USA sells merchandise in the ordinary course of
         business to a retail store that is owned by a relative of a
         director of the Company.  Sales to this customer amounted to
         approximately $435,000, $397,000 and $405,000 during the years
         ended March 31, 1997, 1996 and 1995, respectively.

                   THEH has two consulting agreements with affiliates.
         THEH paid fees of $875,000 in fiscal 1997 and $375,000 in each
         of fiscal 1996 and 1995 to such affiliates.


                                       F-14<PAGE>
                                         
                   TH USA had a consulting agreement with an affiliate.
         The fees and related expenses under this consulting agreement
         totaled $619,000 and $637,000 during the years ended March 31,
         1996 and 1995, respectively.

                   During the year ended March 31, 1995, TH USA incurred
         expenses of $1,000,000 for the sponsorship of an auto racing
         team, in which an affiliate of a director owned an indirect
         minority interest.  The Company did not renew this sponsorship
         subsequent to fiscal 1995.

                   Under the terms of an agreement with an affiliate,
         THHK reimburses the affiliate for certain general and
         administrative expenses incurred by the affiliate on behalf of
         THHK.  Payments made to the affiliate for the years ended March
         31, 1997, 1996 and 1995 were $58,000, $114,000 and $87,000,
         respectively.


         NOTE 12 - PROFIT SHARING PLAN

                   TH USA maintains employee savings plans for eligible
         U.S. employees.  TH USA's contributions to the plans are
         discretionary with matching contributions of up to 50% of
         employee contributions of up to 5% of employee compensation.
         For the years ended March 31, 1997, 1996 and 1995, the Company
         made plan contributions of $345,000, $271,000 and $181,000,
         respectively. 


         NOTE 13 - UNEARNED STOCK COMPENSATION

                   Unearned stock compensation associated with a former
         key employee of TH USA was eliminated in 1996 in connection
         with the termination of such employment.  The balance of the
         unearned stock compensation was recorded as a reduction of
         Capital In Excess of Par Value.


         NOTE 14 - STOCK OPTION PLANS

                   In September 1992, the Company and its subsidiaries
         adopted stock option plans (the "Plans") authorizing the
         issuance of an aggregate of up to 1,450,000 Ordinary Shares to
         directors, officers and employees of the Company, as well as
         1,520,000 Ordinary Shares reserved for issuance in connection
         with an option granted to a former officer of the Company
         pursuant to his employment agreement.  The remaining
         unexercised options granted under the terms of the officer's
         employment agreement were exercised during fiscal 1996.  In
         December 1993, July 1995 and November 1996, a total of
         2,500,000 Ordinary Shares of THC were authorized and reserved
         for issuance to directors, officers and employees of the
         Company, under the Plans.  In August 1994, the Board of
         Directors and shareholders of the Company approved the Non-
         Employee Directors Stock Option Plan (the "Directors Option
         Plan").  Under the Directors Option Plan, directors who are not
         officers or employees of the Company are eligible to receive
         stock option grants.  The total number of Ordinary Shares for
         which options may be granted under the Directors Option Plan
         may not exceed 200,000 Ordinary Shares in the aggregate,
         subject to certain adjustments.


                                       F-15<PAGE>
                                         
                   Transactions involving the Plans and the Directors
         Option Plan are summarized as follows:

                                                              Weighted Average
                                                                  Exercise
                                              Option Shares    Price Per Share
                                             --------------  ------------------

         Outstanding as of April 1, 1994        3,110,500            $8.31

         Granted...........................       256,000           $18.79
         Exercised.........................      (663,776)           $7.67
         Canceled..........................      (154,700)          $15.92
                                              -----------
         Outstanding as of March 31, 1995       2,548,024            $9.37

         Granted...........................       793,400           $29.50
         Exercised.........................    (1,654,724)           $7.86
         Canceled..........................       (85,100)          $18.09
                                              -----------
         Outstanding as of March 31, 1996       1,601,600           $20.10

         Granted...........................       708,300           $48.20
         Exercised.........................      (369,605)          $10.64
         Canceled..........................       (51,725)          $39.56
                                              -----------
         Outstanding as of March 31, 1997       1,888,570           $31.26
                                              ===========

         The following table summarizes information concerning currently
         outstanding and exercisable options:

         <TABLE>
         <CAPTION>
                                   Options Outstanding          Options Exercisable
                              -----------------------------    --------------------
                                       Weighted
                                        Average    Weighted                Weighted
                                       Remaining    Average                 Average
             Range          Number    Contractual  Exercise     Number     Exercise
         Exercise Prices  Outstanding    Life        Price    Exercisable    Price
         ---------------------------------------------------------------------------
         <S>             <C>              <C>       <C>       <C>           <C>                        
         $7.50-$15.00      328,320        5.70       $8.97    115,820        $7.95

         $17.63-$22.00     300,450        7.60      $20.03     22,900       $19.76

         $26.75-$30.25     590,800        8.48      $30.22    151,800       $30.25

         $44.25-$58.50     669,000        9.22      $48.23         --           --
                         ---------        ----      ------    -------       ------
         $7.50-$58.50    1,888,570        8.11      $31.26    290,520       $20.53
                         =========        ====      ======    =======       ======
         </TABLE>

                   Options vest over periods ranging from 1-6 years.
         The exercise price of all options granted under the Plans and
         the Directors Option Plan is the market price on the dates of
         grant.


                                       F-16<PAGE>
                                         
                   The Company applies APB Opinion No. 25, "Accounting
         for Stock Issued to Employees", and related interpretations in
         accounting for its stock awards.  Accordingly, no compensation
         expense has been recognized for stock options.  Had
         compensation cost been recorded based upon the fair value at
         the grant dates as an alternative provided by SFAS No. 123,
         "Accounting for Stock Based Compensation", the Company's net
         income and earnings per share would have been reduced by
         approximately $2,998,000 and $.08, respectively, in 1997 and
         $2,131,000 and $.06, respectively, in 1996.  These amounts are
         for disclosure purposes only and may not be representative of
         future calculations since the estimated fair value of stock
         options is amortized to expense over the vesting period, and
         additional options may be granted in future years.  The fair
         values of options granted was estimated at $22.33 in 1997 and
         $13.72 in 1996 on the dates of grant using the Black-Scholes
         option-pricing model with the following weighted-average
         assumptions for 1997 and 1996, respectively:  volatility of 40%
         and 42%; risk free interest rate of 6.1% and 6.3%; expected
         life of 5.7 years and 5.6 years; and no future dividends.

         NOTE 15 - STATEMENTS OF CASH FLOWS

                                            Fiscal Year Ended March 31,
                                            ---------------------------
                                            1997       1996         1995
                                            ----       ----         ----
         Supplemental disclosure of cash
         flow information:
            Cash paid during the year:
               Interest                $   930,000  $ 1,382,000  $   515,000
                                       ===========  ===========  ===========
               Income taxes            $34,559,000  $24,428,000  $21,665,000
                                       ===========  ===========  ===========


         NOTE 16 - QUARTERLY FINANCIAL DATA (UNAUDITED)

         <TABLE>
         <CAPTION>
                                         First          Second         Third         Fourth
                                        Quarter         Quarter       Quarter        Quarter
                                        -------         -------       -------        -------
         1997
         ----
         <S>                         <C>            <C>           <C>            <C>
         Net revenue..............   $124,129,000   $178,907,000  $188,199,000   $170,453,000
         Gross profit.............     58,119,000     86,931,000    90,231,000     81,523,000
         Net income...............     12,578,000     24,090,000    27,397,000     22,317,000
         Earnings per share and
         share equivalents........            .34            .63           .72            .59
                                         
         </TABLE>

                                       F-17<PAGE>
         <TABLE>        
         <CAPTION>

         1996
         ----
         <S>                         <C>           <C>            <C>            <C>
         Net revenue..............   $89,522,000   $131,965,000   $130,501,000   $126,143,000
         Gross profit.............    40,076,000     60,172,000     58,663,000     60,801,000
         Net income...............     7,789,000     18,204,000     17,585,000     17,922,000
         Earnings per share and
         share equivalents.......            .21            .49            .47            .48
         </TABLE>
         
                   The quarterly financial data for the years ended
         March 31, 1997 and 1996 are unaudited; however, in the opinion
         of the Company, the interim data includes all adjustments,
         consisting only of normal recurring adjustments necessary to
         present such data fairly.
                 







                 








                 

                                       F-18<PAGE>


         ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE

                   Not applicable


                                     PART III

         ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         DIRECTORS AND EXECUTIVE OFFICERS

         NAME                     AGE       PRESENT POSITION
         ----                     ---       ----------------

         Silas K.F. Chou          50        Chairman of the Board

         Thomas J. Hilfiger       46        Honorary Chairman of the
                                            Board and Principal Designer

         Joel J. Horowitz         47        Chief Executive Officer,
                                            President and Director

         Benjamin M.T. Ng         34        Executive Vice President-
                                            Corporate Finance, Assistant
                                            Secretary and Director

         Lawrence S. Stroll       37        Chief Executive Officer of
                                            THHK and Director

         Ronald K.Y. Chao         58        Director

         Lester M.Y. Ma           50        Treasurer and Director

         Joseph M. Adamko         64        Director

         Clinton V. Silver        67        Director

         Simon Murray             57        Director

         Joel H. Newman           56        Executive Vice President-
                                            Operations and Treasury

         Lawrence T.S. Lok        40        Secretary

         Silas K.F. Chou has been Chairman of the Board of Directors of
         the Company since 1992.  Mr. Chou also has served for more than
         the past five years as an Executive Director of Novel
         Enterprises Limited ("Novel Enterprises").  Mr. Chou was
         appointed as Managing Director of Novel Enterprises in 1996.
         Since 1992, Mr. Chou has been the Chairman of the board of
         directors of Pepe Jeans London Corporation and its predecessor
         (collectively, "Pepe") and Chief Executive Officer of AIHL
         Investment Group Limited and its predecessor (collectively,
         "AIHL").

         Thomas J. Hilfiger has been a Director since 1992 and Honorary
         Chairman of the Board of Directors of the Company since 1994.
         Prior thereto, Mr. Hilfiger was Vice Chairman of the Board of
         the Company and its predecessors since 1989, and President of
         Tommy Hilfiger, Inc. ("THI") from 1982 to 1989.  Mr. Hilfiger
         has been designing clothes under the TOMMY HILFIGER [R]
         trademark since 1984.

         Joel J. Horowitz is Chief Executive Officer and President of
         the Company.  Mr. Horowitz has served as Chief Executive
         Officer since 1994 and as President since 1995.  From 1989 to
         1994, Mr. Horowitz served as President and Chief Operating
         Officer of the Company and its predecessors.  Mr. Horowitz has
         been a Director of the Company since 1992.


                                        21<PAGE>

         Benjamin M.T. Ng has been a Director and Executive Vice
         President-Corporate Finance and Assistant Secretary of the
         Company since 1992.  From 1988 to 1991, Mr. Ng was employed in
         the mergers and acquisitions department at Goldman, Sachs & Co.
         Mr. Ng devotes a significant portion of his time to matters
         related to AIHL and its affiliates other than the Company.

         Lawrence S. Stroll has been a Director of the Company since
         1992 and has served as Chief Executive Officer of THHK since
         1993.  Prior to 1993, he was active in the senior management of
         THI from 1989 to 1990 and has served as an advisor to the
         Company and its predecessors since 1989 through a consulting
         arrangement.  Mr. Stroll has also been Group Chief Executive
         Officer of Pepe since 1993 and Chairman of the Board of AIHL
         since 1992.  Mr. Stroll's legal name is Lawrence S.
         Strulovitch.

         Ronald K.Y. Chao has been a Director of the Company since 1992.
         In 1996, Mr. Chao was appointed as Vice Chairman of Novel
         Enterprises.  For more than five years prior thereto, Mr. Chao
         served as the Managing Director of Novel Enterprises.

         Lester M.Y. Ma has been a Director of the Company since 1992
         and its Treasurer since 1996.  Mr. Ma has been an Executive
         Director and Group Chief Accountant of Novel Enterprises for
         more than the past five years.  Mr. Ma's legal name is Mang Yin
         Ma.

         Joseph M. Adamko has been a Director of the Company since 1993.
         Since 1992, Mr. Adamko has been a director of Sterling Bancorp
         and Vice Chairman and a director of Sterling National Bank.
         Prior thereto, Mr. Adamko was employed by Manufacturers Hanover
         Trust Company of New York in a variety of positions for over 30
         years, including most recently as a Managing Director.

         Clinton V. Silver has been a Director of the Company since
         1994.  Mr. Silver currently serves as a consultant to, and from
         1991 until his retirement in 1994, as Deputy Chairman of, Marks
         & Spencer plc ("Marks & Spencer"), an international retailer
         based in London.  Mr. Silver served as a director of Marks &
         Spencer from 1974 to 1994 and as Joint Managing Director since
         1990.  Mr. Silver has also served as a director of VeriFone,
         Inc. since January 1997. 

         Simon Murray has been a Director of the Company since April
         1997.  Since 1994, Mr. Murray has been the Executive Chairman
         of Deutsche Bank AG for the Asia/Pacific region.  From 1984 to
         1993, Mr. Murray was the Group Managing Director of the
         Hutchison Whampoa Group, a major Hong Kong-based conglomerate,
         where he continues to be a member of the board of directors.
         In addition, Mr. Murray is currently the Deputy Chairman of
         China North Industries Investment Limited and a director of a
         number of public companies in the Far East, including Cheung
         Kong Holdings.

         Joel H. Newman has been Executive Vice President-Operations and
         Treasury of the Company since April 1997.  Since 1993, Mr.
         Newman has also held various senior operations and financial
         positions with TH USA and currently serves as its Chief
         Operating Officer.  Prior to joining the Company, Mr. Newman
         held various senior operations and financial positions with
         major companies in the apparel wholesale and retail industries.

         Lawrence T.S. Lok has been Secretary of the Company and Novel
         Enterprises since December 1994.  Mr. Lok has also been Deputy
         Group Chief Accountant of Novel Enterprises since October 1991. 

         Ronald K.Y. Chao and Silas K.F. Chou are brothers.


                                        22<PAGE>

         TERMS OF DIRECTORS

                   At the first annual meeting of the shareholders held
         on December 10, 1993, the directors were classified into three
         classes, with one class elected initially for a one-year term,
         one class elected initially for a two-year term and one class
         elected initially for a three-year term.  At each succeeding
         annual meeting, the successors of the class of directors whose
         terms expire at such meeting are elected for three-year terms.
         The terms of Messrs. Ng, Stroll, Ma and Silver expire in 1997;
         the terms of Messrs. Horowitz, Chao and Murray expire in 1998;
         and the terms of Messrs. Chou, Hilfiger and Adamko expire in
         1999.


         SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

                   Section 16(a) of the Securities Exchange Act of 1934,
         as amended, requires the Company's officers and directors, and
         persons who own more than ten percent of a registered class of
         the Company's equity securities ("Reporting Persons") to file
         reports of ownership and changes in ownership ("Section 16
         Reports") with the Securities and Exchange Commission (the
         "SEC") and the New York Stock Exchange.  Reporting Persons are
         required by the SEC to furnish the Company with copies of all
         Section 16 Reports they file.

                   Based solely on its review of the copies of such
         Section 16 Reports received by it, or written representations
         received from Reporting Persons, all Section 16(a) filing
         requirements applicable to the Company's Reporting Persons
         during and with respect to the fiscal year ended March 31, 1997
         have been complied with on a timely basis.

















                                        23<PAGE>

         ITEM 11.  EXECUTIVE COMPENSATION

         EXECUTIVE COMPENSATION

                   The following table sets forth the compensation paid
         and accrued by the Company and its subsidiaries for the fiscal
         years ended March 31, 1997, 1996 and 1995 to the Company's
         chief executive officer and the four other most highly
         compensated executive officers (the "Named Executive
         Officers"). 

                            SUMMARY COMPENSATION TABLE

 <TABLE>                                                                                  
 <CAPTION>
                                                                                  LONG-TERM
                                                        ANNUAL COMPENSATION      COMPENSATION
                                                      -----------------------    -------------
                                                                                    AWARDS
                                                                                 -------------
                                                                                  SECURITIES
                                           FISCAL                                 UNDERLYING           ALL OTHER
 NAME AND PRINCIPAL POSITION               YEAR      SALARY ($)    BONUS ($)   STOCK OPTIONS (#)   COMPENSATION ($)
 ---------------------------               ------    ----------    ---------   -----------------   ----------------
 <S>                                       <C>      <C>           <C>            <C>                   <C> 
 Joel J. Horowitz.......................   1997       473,000     7,174,000           --                 353(1)
    Chief Executive Officer and            1996       430,000     5,016,000           --                 270
    President                              1995       400,000     3,312,000           --                 465

 Thomas J. Hilfiger.....................   1997     8,498,223     4,500,000(2)        --                 353(1)
    Honorary Chairman and                  1996     6,510,179       800,000           --                 270
    Principal Designer                     1995     4,699,414            --           --                 465

 Silas K.F. Chou........................   1997       750,000(3)    325,000           --                  --
    Chairman of the Board                  1996       750,000(3)    325,000           --                  --
                                           1995       750,000(3)         --           --                  --

 Lawrence S. Stroll.....................   1997       625,000(4)    325,000           --                  --
    Director; Chief Executive Officer      1996       625,000(4)    325,000           --                  --
    of THHK                                1995       625,000(4)         --           --                  --

 Benjamin M.T. Ng.......................   1997       250,000       211,375        5,000               4,044(5)
    Director; Executive Vice               1996       150,000       288,625      150,000               4,093
    President-Corporate Finance            1995       150,000       150,000           --               2,789

 <FN>
 ________

 (1)  Amount represents premiums paid by the Company for group term life
      insurance on behalf of the Named Executive Officer.
 (2)  Of this amount, $3,500,000 will be payable on a deferred basis.
      See "Certain Employment Agreements."
 (3)  1997 amount includes 50% of the fees paid pursuant to a consulting
      agreement between Tommy Hilfiger (Eastern Hemisphere) Limited
      ("THEH") and Fasco International, Inc. ("Fasco International"), a
      subsidiary of Sportswear Holdings Limited ("Sportswear Holdings").
      1996 and 1995 amounts include 50% of the fees paid pursuant to a
      consulting agreement between TH USA and Falcon International, Inc.
      ("Falcon International"), a subsidiary of Sportswear Holdings.
      See "Certain Relationships and Related Transactions."
 (4)  Includes (i) for 1997, 50% of the fees paid pursuant to a
      consulting agreement between THEH and Fasco International, and for
      1996 and 1995, 50% of the fees paid pursuant to a consulting
      agreement between TH USA and Falcon International; and (ii) all of
      the fees paid pursuant to a consulting agreement between THEH and
      an affiliate of Mr. Stroll.  See "Certain Relationships and
      Related Transactions."
 (5)  Amount represents employer matching contribution under the Tommy
      Hilfiger U.S.A. 401(k) Profit Sharing Plan of $3,750 and premiums
      paid by the Company for group term life insurance on behalf of Mr.
      Ng of $294.

  </TABLE>
                                        24<PAGE>


 STOCK OPTION GRANTS

                   The following table sets forth information regarding
         grants of stock options during fiscal year 1997 made to the
         only Named Executive Officer who has received Company option
         grants.

 <TABLE> 
 <CAPTION>

                                       STOCK OPTION GRANTS IN LAST FISCAL YEAR

                                                   INDIVIDUAL GRANTS                                GRANT DATE VALUE (1)
 -----------------------------------------------------------------------------------------------    ---------------------
                                       NUMBER OF      PERCENT OF
                                      SECURITIES      TOTAL STOCK
                                      UNDERLYING        OPTIONS
                                         STOCK        GRANTED TO     EXERCISE OF
                                        OPTIONS      EMPLOYEES IN    BASE PRICE      EXPIRATION          GRANT DATE
       NAME                           GRANTED (#)   FISCAL YEAR(2)     ($/SH)           DATE          PRESENT VALUE($)
       ----                           -----------   --------------   -----------     ----------       ----------------
 <S>                                     <C>            <C>           <C>             <C>                  <C>
 Benjamin M.T. Ng................        5,000          0.71%         45.125          04/01/06             100,775

 <FN>
 ________

 (1)  The fair value of these options on the date of grant was estimated
      using the Black-Scholes option-pricing model with the following
      assumptions:  volatility of 40%; risk-free interest rate of 6%;
      expected life of 5 years; and no future dividends.  The dollar
      amount in this column is not intended to forecast potential future
      appreciation, if any, of the Company's Ordinary Shares.

 (2)  This percentage is calculated with respect to stock options
      granted under the Plans (as defined below) during the last fiscal
      year.  The stock options granted to Mr. Ng during the last fiscal
      year were non-qualified options granted pursuant to the Plans.
      Such options become exercisable in 20% increments each April 30,
      commencing April 30, 1997.  See "Stock Option Plans".

  </TABLE>
         STOCK OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

                   The following table sets forth information regarding
         stock option exercises during fiscal year 1997 by the only
         Named Executive Officer who has received Company option grants,
         and the values of such officer's unexercised options as of
         March 31, 1997.

            AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
                              YEAR-END OPTION VALUES
 <TABLE>
 <CAPTION>
                                                            NUMBERS OF UNEXERCISED      VALUE OF UNEXERCISED IN-THE-
                              SHARES                           STOCK OPTIONS AT            MONEY STOCK OPTIONS AT
                            ACQUIRED ON        VALUE          FISCAL YEAR-END (#)            FISCAL YEAR-END ($)
       NAME                EXERCISE (#)    REALIZED ($)    EXERCISABLE/UNEXERCISABLE      EXERCISABLE/UNEXERCISABLE
       ----                ------------    ------------    -------------------------      -------------------------
 <S>                          <C>            <C>                 <C>                          <C>
 Benjamin M.T. Ng......       30,000         1,455,825           150,070/5,000                3,303,133/35,625

 </TABLE>

         CERTAIN EMPLOYMENT AGREEMENTS

                   Subsidiaries of the Company had employment and
         consulting agreements with Messrs. Hilfiger and Horowitz during
         fiscal 1997.

              The employment agreement with Tommy Hilfiger, the
         Company's Honorary Chairman of the Board and Principal
         Designer, provides for his employment as the designer of all
         products carrying the TOMMY HILFIGER [R] trademark until his 
         death, disability or incompetence.  Mr.


                                        25<PAGE>
          
         Hilfiger receives an annual base salary of $900,000, subject to
         adjustments. If net sales of TH USA and its subsidiaries are
         less than $48,333,333 in any year, Mr. Hilfiger's base salary
         for such year is reduced by 1.5% of such shortfall, to not less
         than $500,000. If net sales are greater than $48,333,333 in any
         fiscal year, Mr. Hilfiger receives an additional payment equal
         to 1.5% of such excess.  If Mr. Hilfiger terminates his
         employment without the consent of TH USA other than by reason
         of his death, disability or incompetence, TH USA will have no
         further obligations under the agreement.  The employment
         agreement provides that TH USA and its subsidiaries cannot
         enter into any line of business without the consent of Mr.
         Hilfiger if he shall reasonably determine that such line of
         business would be detrimental to the TOMMY HILFIGER [R]
         trademark. 

                   The amended employment agreement with Mr. Horowitz
         provides for his employment as Chief Executive Officer of the
         Company and TH USA until March 14, 1999.  The agreement
         provided for an annual base salary in fiscal year 1997 of
         $473,000.  The base salary is subject to increase each year
         thereafter by the average percentage increase for all employees
         of TH USA.  In addition, Mr. Horowitz is entitled to receive an
         amount equal to 5 percent of the Company's earnings before
         depreciation, interest on financing of fixed assets, non-
         operating expenses and taxes ("operating earnings"), subject to
         a minimum of $200,000 per year and a maximum of $777,000 per
         year, which maximum has been reduced each year (from an
         original level of $900,000) by the increase in his base salary;
         provided, that if the Company's operating earnings are below $2
         million in any year, TH USA is entitled to offset 10% of any
         shortfall (up to $75,000) against such payments in future years
         to the extent they would otherwise exceed $200,000. 

                   Beginning in fiscal 1995, the Company became subject
         to Section 162(m) of the Internal Revenue Code of 1986, as
         amended (the "Code"), under which public companies are not
         permitted to deduct annual compensation paid to certain
         executive officers in excess of $1,000,000 per executive,
         unless such excess is paid pursuant to an arrangement based
         upon performance and approved by shareholders and provided that
         the other requirements set forth in Section 162(m) and related
         regulations are met.  Payments required to be made pursuant to
         the Company's aforementioned employment agreements with Messrs.
         Hilfiger and Horowitz, which were entered into prior to the
         effective date of Section 162(m), are not subject to such
         restrictions.

                   On May 22, 1995, the Compensation Committee approved
         and the Board of Directors adopted, and on July 28, 1995, the
         shareholders approved, the Tommy Hilfiger U.S.A., Inc.
         Supplemental Executive Incentive Compensation Plan (the "SEIC
         Plan"), effective as of April 1, 1995 for each of the four
         fiscal years ending March 31, 1999.  The purpose of the SEIC
         Plan is to provide a significant and flexible economic
         opportunity to Mr. Horowitz, Chief Executive Officer and
         President of the Company and Chief Executive Officer of TH USA,
         in an effort to reward his contribution to the Company and its
         subsidiaries.  The SEIC Plan replaced the performance-based
         compensation arrangement for Mr. Horowitz that was in effect
         for fiscal year 1995.  The SEIC Plan is administered by the
         Compensation Committee and provides for a cash award to Mr.
         Horowitz equal to 5 percent of the operating earnings (as
         defined above) of the Company.  Awards under the plan are
         calculated and paid quarterly based on 3.75 percent of
         operating earnings for the first three fiscal quarters, with
         the remaining amount of the bonus (based on the 5 percent rate)
         payable at the end of the fiscal year.  The amount of the award
         is reduced by the amount of any other bonuses based on the
         operating earnings of the Company or any of its subsidiaries
         granted to Mr. Horowitz.  The 5 percent operating earnings
         bonus payable under Mr. Horowitz's employment agreement is
         credited against bonuses payable under the SEIC Plan.  The SEIC
         Plan does not contain any cap on the maximum amount of the
         bonus payable thereunder.  The SEIC Plan bonus payable to Mr.
         Horowitz in respect of fiscal year 1997, net of the $777,000


                                        26<PAGE>
          
         bonus payable under his employment agreement, was $6,397,000.
         While the Company believes that compensation payable pursuant
         to the SEIC Plan will be deductible for federal income tax
         purposes pursuant to Section 162(m), there can be no assurance
         in this regard.

                   The employment agreements with Messrs. Hilfiger and
         Horowitz also provide that such executives are eligible to
         receive additional annual bonuses at the discretion of TH USA's
         Compensation Committee if the TH USA Compensation Committee
         determines that certain performance levels established by the
         Company's Compensation Committee have been satisfied. If,
         however, compensation is awarded based on an arrangement that
         has not been approved by the shareholders, the Company would
         not be allowed to deduct for tax purposes any payments in
         excess of the $1,000,000 limitation.  The Compensation
         Committee approved discretionary bonuses of $4,500,000, of
         which $3,500,000 was granted by the Company on a deferred basis
         as described below (the "Deferred Bonus"), and $800,000 for Mr.
         Hilfiger in fiscal years 1997 and 1996, respectively.

                   The Deferred Bonus (and any interest accrued thereon)
         will be paid in annual installments on the last day of each
         fiscal year of the Company (commencing with the fiscal year
         ending March 31, 1998) in the largest possible amounts that can
         be paid, after taking into account any base salary and other
         compensation in that fiscal year which would be counted for
         purposes of  Section 162(m), and still be fully deductible
         under such regulations.  The unpaid portion of the Deferred
         Bonus will accrue interest at a rate equal to TH USA's bank
         borrowing rate.  While the Company believes that such Deferred
         Bonus payments will be deductible for federal income tax
         purposes pursuant to Section 162(m), there can be no assurance
         in this regard.


         STOCK OPTION PLANS

         Tommy Hilfiger U.S.A., Inc. and Tommy Hilfiger (Eastern
         Hemisphere) Limited 1992 Stock Incentive Plans 

                   In September 1992, the Company and its subsidiaries
         adopted stock option plans (collectively, the "Plans")
         authorizing the issuance of an aggregate of up to 1,450,000
         Ordinary Shares to directors, officers and employees of the
         Company and its subsidiaries, as well as 1,520,000 Ordinary
         Shares that were reserved for issuance in connection with an
         option granted to a former director and executive officer of
         the Company pursuant to his employment agreement. Messrs.
         Hilfiger, Horowitz, Chou, Chao and Stroll are not eligible for
         grants under the Plans.  In December 1993, July 1995 and
         November 1996, the Company's shareholders approved amendments
         to the Plans to increase by 1,000,000, 1,000,000 and 500,000,
         respectively, the number of Ordinary Shares reserved for
         issuance under the Plans. 

                   The Plan for employees of TH USA has been
         administered by the Compensation Committee of the Board of
         Directors of TH USA and the Plan for employees of the Company's
         non-United States subsidiaries have been administered by the
         Company's Compensation Committee (collectively, the
         "Compensation Committees").  The Compensation Committees
         determine the employees to whom awards are granted, the number
         of awards granted and the specific terms and conditions of each
         grant, subject to the provisions of the Plans. 

                   Under the Plans, awards may include stock options,
         stock appreciation rights and restricted stock. An option or
         right granted under the Plans must have an exercise price of
         not less than market value at the date of grant, provided that
         options granted prior to the offering must


                                        27<PAGE>
          
         have an exercise price of not less than the initial public
         offering price. Options may be exercisable at such times, in
         such amounts, in accordance with such terms and conditions, and
         subject to such restrictions as are set forth in the option
         agreement evidencing the grant of such options. 

                   Adjustments in the number and kind of shares subject
         to options granted under the Plans are made by the Compensation
         Committees in the event of a merger, consolidation,
         recapitalization, reclassification, stock split, warrants or
         rights issuance, stock dividend or combination of shares. In
         addition, the grants may provide for acceleration or immediate
         vesting in the event of a change of control of the Company or
         its subsidiaries. 


         Non-Employee Directors Stock Option Plan

                   In August 1994, the Board of Directors and
         shareholders of the Company approved the Non-Employee Directors
         Stock Option Plan (the "Directors Option Plan").  Under the
         Directors Option Plan, directors who are not officers or
         employees of the Company or any subsidiary of the Company
         ("Non-Employee Directors") are eligible to receive stock
         options. 

                   The Directors Option Plan is administered by the
         Company's Compensation Committee consisting of not less than
         two members of the Board, each of whom is a "disinterested
         person" as that term is used in Rule 16b-3 promulgated under
         the Exchange Act ("Rule 16b-3").  Subject to certain specific
         limitations and restrictions set forth in the Directors Option
         Plan, the Company Compensation Committee has full and final
         authority to interpret the Directors Option Plan, to prescribe,
         amend and rescind rules and regulations, if any, relating to
         the Directors Option Plan and to make all determinations
         necessary or advisable for the administration of the Directors
         Option Plan.  However, grants of stock options to participants
         under the Plan and the amount, nature and timing of the grants
         are not subject to the determination of the Committee. 

                   The total number of Ordinary Shares for which options
         may be granted under the Directors Option Plan may not exceed
         200,000 shares while the Directors Option Plan is in effect,
         subject to certain adjustments described in the Directors
         Option Plan.  Each Non-Employee Director receives an initial
         stock option to purchase 10,000 Ordinary Shares at a price
         equal to the fair market value at the time of the grant of the
         Ordinary Shares subject to such stock option.

                   Prior to termination of the Directors Option Plan, on
         the first to occur of either the April 1 or October 1 following
         the first anniversary of each Non-Employee Director's date of
         initial grant (the "First Annual Grant Date"), and on each
         anniversary of such Non-Employee Director's First Annual Grant
         Date, such Non-Employee Director will receive an additional
         stock option to purchase 1,000 Ordinary Shares at a price equal
         to the fair market value of the Ordinary Shares at the time of
         the grant, provided such individual continues to be a Non-
         Employee Director.

                   The term of each stock option will be 10 years unless
         earlier terminated by termination of the director status of a
         Non-Employee Director.  The stock options will be exercisable
         in equal installments over five years from the date of grant.
         The stock options granted under the Directors Option Plan may
         not be assigned or transferred except by will, applicable laws
         of descent and distribution or pursuant to a qualified domestic
         relations order. 

                   The Board may amend, alter or discontinue the
         Directors Option Plan, but no amendment, alteration or
         discontinuation will be made which would (i) impair the rights
         of an optionee under a stock option without the optionee's
         consent, except such an amendment as would cause the Directors
         Option Plan to qualify for the exemption provided by Rule 16b-3
         or (ii) disqualify the


                                        28<PAGE>
          
         Directors Option Plan from the exemption provided by Rule
         16b-3.  In addition, (i) no amendment will be made without the
         approval of the Company's shareholders to the extent such
         approval is required by law or agreement, and (ii) the
         Directors Option Plan will not be amended more often than once
         every six months, other than to comport with changes in the
         Code, the Employee Retirement Income Security Act of 1974, as
         amended, or the rules thereunder. 

                   All stock options granted by the Company are non-
         qualified stock options for purposes of the Code.  The grant of
         non-qualified stock options does not result in any taxable
         income to the participant.  Upon the exercise of a non-
         qualified stock option, the excess of the market value of the
         shares acquired over their cost to the participant is taxable
         to the participant as ordinary income.  TH USA will generally
         be entitled to a corresponding deduction at the time such
         amounts are included in income by a TH USA Plan participant.
         The participant's tax basis for the shares is their fair market
         value at the time of exercise.  Income realized on the exercise
         of a non-qualified stock option is subject to federal and
         (where applicable) state and local withholding taxes. 


         COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

                   From August 1994 through the end of the Company's
         last fiscal year, the Compensation Committee consisted of Mr.
         Adamko, who is the Chairman, and Mr. Silver.  In April 1997,
         Mr. Murray was appointed as an additional member of the
         Compensation Committee.

                   During the Company's last fiscal year, Sportswear
         Holdings was 50% owned by Novel Enterprises, a Hong Kong
         corporation privately owned by members of the Chao family
         (including Messrs. Silas K.F. Chou and Ronald K.Y. Chao), and
         50% owned by Gadwal Limited, a Hong Kong corporation in which
         Mr. Stroll has a indirect beneficial ownership interest
         ("Gadwal").  In January 1997, Novel Enterprises transferred its
         ownership interest in Sportswear Holdings to a Hong Kong
         corporation under common control with Novel Enterprises .  AIHL
         is owned by Sportswear Holdings, Mr. Hilfiger and Mr. Horowitz.
         AIHL owns, indirectly through a subsidiary, substantially all
         of the outstanding shares of Pepe.  Novel Enterprises and its
         affiliates also hold other interests in the apparel industry.

                   Mr. Chou, the Chairman of the Board of Directors of
         the Company, is Chairman of the Board of Directors of Pepe.
         Mr. Stroll, a Director of the Company and Chief Executive
         Officer of THHK, is Group Chief Executive Officer and a
         director of Pepe.  Mr. Ng, an executive officer and Director of
         the Company, is also a director of Pepe.  Mr. Ma, an executive
         officer and Director of the Company, and Mr. Chao, a Director
         of the Company, are directors of certain subsidiaries of Pepe.

                   Messrs. Chou, Hilfiger, Stroll and Horowitz,
         executive officers and Directors of the Company, are executive
         officers and directors of AIHL.  Mr. Ng, an executive officer
         and Director of the Company, is an executive officer, and until
         May 1997 was a Director, of AIHL.

                   Messrs. Chou and Stroll, executive officers and
         Directors of the Company, are executive officers and directors
         of Sportswear Holdings.  Mr. Chao, a Director of the Company,
         is a director of Sportswear Holdings.

                   Messrs. Chou and Ma, executive officers and Directors
         of the Company, and Mr. Chao, a Director of the Company, are
         executive officers and directors of both Novel Enterprises and
         the transferee of Novel Enterprises' ownership interest in
         Sportswear Holdings.


                                        29<PAGE>
          
         DIRECTOR COMPENSATION

                   Directors who are employees of the Company or its
         subsidiaries receive no additional compensation for their
         service on the Board and its Committees.  All other Directors
         of the Company receive a retainer of $25,000 per annum.  Each
         member of a Committee of the Board of Directors receives a
         retainer of $5,000 per annum, and each Chairman of a Committee
         of the Board of Directors receives an additional retainer of
         $3,000 per annum. These Directors also receive $2,000 for
         attendance at each meeting of the Board or a Committee.

         ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                   MANAGEMENT

                   The following table sets forth data as of June 2,
         1997 concerning the beneficial ownership of Ordinary Shares by
         (i) the persons known to the Company to beneficially own more
         than five percent of the outstanding Ordinary Shares of the
         Company, (ii) all directors and nominees and each Named
         Executive Officer and (iii) all directors and executive
         officers as a group as reported by each person.

                                                      AMOUNT
                                                   BENEFICIALLY      PERCENT
                                                       OWNED       OF CLASS(1)
                                                   ------------    -----------

         Provident Investment Counsel Inc.(2)
         300 North Lake Avenue
         Pasadena, CA 91101-4022..................   3,948,582       10.5%

         Pilgrim Baxter & Associates, Ltd.(3)
         1255 Drummers Lane, Suite 300
         Wayne, PA 19087-1590.....................   2,510,200        6.7%

         DIRECTORS AND NAMED EXECUTIVE OFFICERS:
         Silas K.F. Chou..........................         ---        --- 
         Thomas J. Hilfiger.......................       5,000          * 
         Joel J. Horowitz.........................       5,000          * 
         Benjamin M.T. Ng.........................     151,070(4)       * 
         Lawrence S. Stroll.......................         ---        --- 
         Ronald K.Y. Chao.........................       2,200(5)       * 
         Lester M.Y. Ma...........................       2,200(5)       * 
         Joseph M. Adamko.........................       3,600(6)       * 
         Clinton V. Silver........................       4,200(5)       * 
         Simon Murray.............................         ---        --- 

         All directors and executive officers as
         a group (12 persons).....................     174,270          * 

         ________
         *  Less than 1%.

         (1)  Shares outstanding includes the right to acquire
              beneficial ownership of 450,930 Ordinary Shares pursuant
              to currently exercisable stock options under Company stock
              option plans.  For purposes of this table, "currently
              exercisable" stock options include options becoming vested
              and exercisable within 60 days from June 2, 1997.
         (2)  Information based on Amendment to Schedule 13G dated
              February 10, 1997 filed with the Securities and Exchange
              Commission (the "SEC") by Provident Investment Counsel
              Inc. ("Provident").  According to the Schedule 13G,  


                                        30<PAGE>


              
              Provident, an investment adviser, has sole dispositive
              power with respect to all of the shares and sole voting
              power over 3,166,730 of the shares.  Provident has no
              power to vote or direct the voting of 781,852 of the
              shares.
         (3)  Information based on Amendment to Schedule 13G dated
              February 14, 1997 filed with the SEC by Pilgrim Baxter &
              Associates, Ltd. ("Pilgrim").  According to the Schedule
              13G, Pilgrim, an investment adviser, has sole dispositive
              power and shared voting power over all of the shares.
         (4)  Issuable upon the exercise of currently exercisable stock
              options under the Plans.
         (5)  Issuable upon the exercise of currently exercisable stock
              options under the Directors Option Plan.
         (6)  Includes 2,200 Ordinary Shares issuable upon the exercise
              of currently exercisable stock options under the Directors
              Option Plan.


         ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                   Certain relationships and transactions between the
         Company and certain directors and officers of the Company and
         certain of their affiliates are described below.

                   Effective February 1, 1997, the Company entered into
         a licensing agreement with Pepe to distribute the Company's
         men's and boys' sportswear (excluding jeanswear and jeans
         related apparel) throughout the European market.  Under this
         agreement, the licensee pays THLI a royalty based on a
         percentage of the value of licensed products sold by Pepe.
         Except with the approval of THLI, all products sold by or
         through Pepe must be  purchased through THEH or TH USA pursuant
         to buying agency agreements.  Under these agreements, THEH and
         TH USA are paid a buying agency commission based on a
         percentage of the cost of products sourced through them.  The
         distribution of products under this arrangement is expected to
         begin in Fall 1997.

                   Effective June 30, 1996, the Company's joint venture
         arrangement with Tommy Hilfiger Japan Co., Ltd. ("TH Japan")
         covering the Company's Japanese operations expired.  Effective
         July 1, 1996, the Company entered into an exclusive license
         agreement for Japan with Novel-ITC Licensing Limited ("NIL"), a
         company jointly controlled by Itochu Corporation, which was the
         51% owner of TH Japan, and Novel Enterprises.  Mr. Stroll
         indirectly owns a 3.5% equity interest in NIL.  Under the
         license agreement, NIL pays THLI a royalty based on a
         percentage of the value of licensed products sold by NIL's
         sublicensee.  Novel Enterprises and Messrs. Stroll, Hilfiger
         and Horowitz indirectly own equity interests of 12.4%, 12.4%,
         8.0% and 2.7%, respectively, in such sublicensee.  Except with
         the approval of THLI, all products sold by or through NIL or
         its sublicensee must be purchased through THEH or TH USA
         pursuant to buying agency agreements.  Under these agreements,
         THEH and TH USA are paid a buying agency commission based on a
         percentage of the cost of products sourced through them.
         Pursuant to this new arrangement, royalties and commissions
         totaled $2,745,000 during fiscal year 1997.  Pursuant to the
         prior arrangement, royalties and commissions totaled $488,000
         during fiscal year 1997, $1,939,000 during fiscal year 1996 and
         $1,222,000 during fiscal year 1995. 

                   Effective October 1, 1995, the Company entered into a
         license agreement with a related party, AIHL (formerly SEL
         International Investments Corp.), the parent of Pepe, for the
         manufacture, sale and distribution of men's, women's and girl's
         jeanswear and jeans related apparel (which includes women's and
         girls' casual wear) bearing the TOMMY HILFIGER [R] registered 
         trademarks.  The Company received a non-interest bearing note 
         receivable from AIHL in connection with this transaction.  The 
         note which has a face value of $5,000,000, and is due on 
         September 30, 2000, is recorded at its present value of 
         $3,735,000.  Under this license agreement, the Company receives 
         royalties from subsidiaries of Pepe based upon a percentage of 
         net sales of licensed products.  The fiscal 1997 results of 
         operations include $9,963,000 of such royalties.  Net sales 
         included in the Consolidated Statements of Operations for these 
         licensed products prior to this agreement were $12,370,000 in 
         fiscal 1996 and $9,104,000 in fiscal 1995.  In addition, in


                                        31<PAGE>
            
         connection with this license, a subsidiary of Pepe leases
         certain space at the Company's U.S. headquarters, for which
         rent of $214,000 was received by the Company in fiscal 1997.

                   TH USA purchases finished goods in the ordinary
         course of business from affiliates of Novel Enterprises.  Such
         purchases amounted to $9,852,000 during the fiscal year ended
         March 31, 1997.  In addition, contractors of the Company
         purchase raw materials in the ordinary course of business from
         affiliates of Novel Enterprises pursuant to the Company's
         designation of such sources as acceptable suppliers.  Such
         purchases amounted to $5,811,000 during the fiscal year ended
         March 31, 1997.

                   THEH has entered into a buying agency agreement with
         Tommy Hilfiger Canada, Inc., a Canadian licensee, in which Mr.
         Stroll, a Director of the Company and Chief Executive Officer
         of THHK, has an indirect beneficial ownership interest.  Under
         this agreement, THEH receives commissions based on a percentage
         of the cost of goods sourced on behalf of the licensee.  THLI
         receives a royalty from the licensee based upon a percentage of
         net sales of licensed products.  Results of operations include
         $2,378,000 for the year ended March 31, 1997 for commissions
         and royalties received from this licensee. 

                   The Company sells merchandise in the ordinary course
         of business to a retail store that is owned by Mr. Hilfiger's
         sister.  Sales to this customer amounted to approximately
         $435,000 during the year ended March 31, 1997.

                   THEH has a consulting agreement with an affiliate,
         Fasco International, pursuant to which THEH pays Fasco
         International $500,000 per year, plus reimbursement of
         expenses.  The agreement has renewable one year terms.  The
         fees and related expenses under this consulting agreement
         totaled $500,000 during the year ended March 31, 1997.

                   THEH has a consulting agreement with an affiliate of
         Mr. Stroll.  THEH paid fees of $375,000 in fiscal 1997 to such
         affiliate.

                   Under the terms of an agreement with Novel
         Enterprises, THHK reimburses Novel Enterprises for certain
         general and administrative expenses incurred by it on behalf of
         THHK.  Payments made to Novel Enterprises for the year ended
         March 31, 1997 were $58,000.

                   The law firm of Gursky & Associates, P.C., of which
         Steven Gursky, Secretary of TH USA and Assistant Secretary of
         the Company, is a member, provides legal services to the
         Company and its subsidiaries.  Payments to Gursky & Associates,
         P.C., excluding reimbursement of expenses, were approximately
         $1,301,000 in fiscal year 1997.  Mr. Gursky is a cousin of Mr.
         Horowitz, an executive officer and Director of the Company.

                   The Audit Committee of the Board of Directors
         monitors and approves transactions between the Company and its
         affiliates to seek to provide that such transactions are on
         terms which are no less favorable as a whole to the Company
         than could be obtained from unaffiliated parties.  The Audit
         Committee is composed of non-employee directors who are not
         affiliated with Novel Enterprises, Gadwal, Sportswear Holdings,
         AIHL or Pepe.


                                        32<PAGE>
            
                                     PART IV

         ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                   ON FORM 8-K

                   Index to Financial Statements and Financial Statement
                   Schedules

                     (a)  1.  Financial Statements

                   The following consolidated financial statements of
                   the Company are included in Item 8:

                   Consolidated Statements of Operations for the years
                   ended March 31, 1997, 1996 and 1995

                   Consolidated Balance Sheets as of March 31, 1997 and
                   1996

                   Consolidated Statements of Cash Flows for the years
                   ended March 31, 1997, 1996 and 1995

                   Consolidated Statements of Changes in Shareholders'
                   Equity for the years ended March 31, 1997, 1996 and
                   1995

                   Notes to Consolidated Financial Statements

                     (a)  2.  Financial Statement Schedules


                                                  Form 10-K
                                                    Page   
                                                    ----
         Schedule I - Condensed Financial
         Information of Registrant                   39

                   All other schedules have been omitted because of the
         absence of the conditions under which they are required or
         because the required information is included in the
         Consolidated Financial Statements or Notes thereto.

                     (a)  3.  Exhibits

         Exhibit
         Number              Description
         -------             -----------

         3.1         --      Memorandum of Association and Articles of
                             Association of the Company (previously
                             filed as Exhibit 3 with Registration No.
                             33-48587 and incorporated herein by
                             reference)
         3.2         --      Amendment to Articles of Association
                             (previously filed as Exhibit 3 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)


                                        33<PAGE>
                                        
         3.3         --      Amendment to Memorandum and Articles of
                             Association (previously filed as Exhibit
                             3.3 with Registration No. 33-88906 and
                             incorporated herein by reference)
         4.          --      Specimen certificate of the Company's
                             Ordinary Shares, par value $0.01 per share
                             (previously filed as Exhibit 4 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)
         10.1        --      Amended and Restated Credit Agreement,
                             dated as of July 11, 1996 (the "Credit
                             Agreement"), among Tommy Hilfiger U.S.A.,
                             Inc. and Tommy Hilfiger Retail, Inc., as
                             Borrowers, Tommy Hilfiger Corporation,
                             Tommy Hilfiger (Eastern Hemisphere)
                             Limited, Tommy Hilfiger (HK) Limited, Tommy
                             Hilfiger Licensing, Inc. and Tommy Hilfiger
                             Flagship Stores, Inc., as Guarantors, The
                             Chase Manhattan Bank, as Administrative
                             Agent, and the Lenders named therein
                             (previously filed as Exhibit 10(b) to the
                             Registrant's Quarterly Report on Form 10-Q
                             for the quarterly period ended June 30,
                             1996 and incorporated herein by reference)
         10.2        --      First Amendment, dated as of October 18,
                             1996, to the Credit Agreement
         10.3        --      Second Amendment, dated as of December 31,
                             1996, to the Credit Agreement
         *10.4       --      Stock Option Plans of the Company and its
                             subsidiaries, as amended and restated
                             (previously filed as Exhibits 4.1 and 4.2
                             with Registration No. 333-20993)
         *10.5       --      Tommy Hilfiger Corporation Non-Employee
                             Directors Stock Option Plan (previously
                             filed as Exhibit 10.3 with Registration No.
                             33-88906 and incorporated herein by
                             reference)
         *10.6       --      Tommy Hilfiger U.S.A., Inc. Supplemental
                             Executive Incentive Compensation Plan
                             (previously filed as Exhibit 10(a) to the
                             Registrant's Quarterly Report on Form 10-Q
                             for the quarterly period ended September
                             30, 1995 and incorporated herein by
                             reference)
         *10.7       --      Amended and Restated Employment Agreement,
                             dated as of June 30, 1992, between Tommy
                             Hilfiger U.S.A., Inc. and Tommy Hilfiger
                             (previously filed as Exhibit 10.3 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)
         *10.8       --      Amended and Restated Employment Agreement,
                             dated as of June 30, 1992, between Tommy
                             Hilfiger U.S.A., Inc. and Joel Horowitz
                             (previously filed as Exhibit 10.4 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)
         *10.9       --      Amendment, dated as of March 8, 1994, to
                             Amended and Restated Employment Agreement,
                             dated as of June 30, 1992, by and between
                             Tommy Hilfiger U.S.A., Inc. and Joel
                             Horowitz (previously filed as Exhibit 7 to
                             the Registrant's Annual Report on Form 20-F
                             for the fiscal year ended March 31, 1994
                             and incorporated herein by reference)


                                        34<PAGE>
                                        
         *10.10      --      Consulting Agreement, dated as of June 1,
                             1995, by and between Tommy Hilfiger U.S.A.,
                             Inc. and Jay M. Margolis (previously filed
                             as Exhibit 10.9 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1995 and incorporated
                             herein by reference)
         *10.11      --      Termination Agreement, dated as of February
                             6, 1996, by and between Tommy Hilfiger
                             U.S.A., Inc. and Edwin H. Lewis (previously
                             filed as Exhibit 10.9 to the Registrant's
                             Annual Report on Form 10-K for the fiscal
                             year ended March 31, 1996 and incorporated
                             herein by reference)
         *10.12      --      Termination Agreement, dated as of March
                             31, 1996, by and among Tommy Hilfiger
                             Retail, Inc., Tommy Hilfiger Corporation
                             and Robert C. Grayson (previously filed as
                             Exhibit 10.10 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1996 and incorporated
                             herein by reference)
         *10.13      --      Stock Repurchase Agreement, dated as of
                             March 31, 1996, by and among Tommy Hilfiger
                             Retail, Inc., Tommy Hilfiger U.S.A., Inc.
                             and Robert C. Grayson (previously filed as
                             Exhibit 10.11 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1996 and incorporated
                             herein by reference)
         10.14       --      Amended and Restated Factoring Agreement,
                             dated September 16, 1994 (the "Factoring
                             Agreement"), between Tommy Hilfiger U.S.A.,
                             Inc. and Century Business Credit
                             Corporation (previously filed as Exhibit
                             10.11 with Registration No. 33-88906 and
                             incorporated herein by reference)
         10.15       --      Letter of amendment, dated April 3, 1995,
                             to the Factoring Agreement (previously
                             filed as Exhibit 10.11 to the Registrant's
                             Annual Report on Form 10-K for the fiscal
                             year ended March 31, 1995 and incorporated
                             herein by reference)
         10.16       --      Letter of amendment, dated April 9, 1996,
                             to the Factoring Agreement (previously
                             filed as Exhibit 10.14 to the Registrant's
                             Annual Report on Form 10-K for the fiscal
                             year ended March 31, 1996 and incorporated
                             herein by reference)
         10.17       --      Letter of Amendment, dated April 8, 1997,
                             to the Factoring Agreement
         10.18       --      Warehouse Agreement, dated as of April 1, 
                             1997, between Ridge Services, Inc. and 
                             Tommy Hilfiger U.S.A., Inc. 
         10.19       --      Warehouse Agreement, dated as of April 1, 
                             1997, between Ridge Services, Inc. and 
                             Tommy Hilfiger Retail, Inc.
         10.20       --      Contract of Sale, dated March 6, 1996,
                             between 2539 Realty Associates, as seller,
                             and Tommy Hilfiger U.S.A., Inc., as
                             purchaser, for 25 West 39th Street
                             (previously filed as Exhibit 10.20 to the
                             Registrant's Annual Report on Form 10-K for
                             the fiscal year ended March 31, 1996 and
                             incorporated herein by reference)
         10.21       --      Lease, dated April 24, 1995, between
                             Forsgate Industrial Complex L.P. and Tommy
                             Hilfiger U.S.A., Inc. (previously filed as
                             Exhibit 10.25 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1995 and incorporated
                             herein by reference)
         *10.22      --      Consulting Agreement, dated April 1, 1991,
                             between Polostro Limited and Tommy Hilfiger
                             (Eastern Hemisphere) Limited (previously
                             filed as Exhibit 10.13 with Registration
                             No. 33-48587 and incorporated herein by
                             reference)
         *10.23      --      Amendment, dated as of April 1, 1993, to
                             Consulting Agreement, dated April 1, 1991,
                             between Polostro Limited and Tommy Hilfiger
                             (Eastern 


                                        35<PAGE>
                                        

                             Hemisphere) Limited (previously
                             filed as Exhibit 18 to the Registrant's
                             Annual Report on Form 20-F for the fiscal
                             year ended March 31, 1994 and incorporated
                             herein by reference)
         *10.24      --      Consulting Agreement, dated April 1, 1996,
                             between Fasco International, Inc. and Tommy
                             Hilfiger (Eastern Hemisphere) Limited
                             (previously filed as Exhibit 10.25 to the
                             Registrant's Annual Report on Form 10-K for
                             the fiscal year ended March 31, 1996 and
                             incorporated herein by reference)
         10.25       --      Trademark Agreement, dated June 30, 1992,
                             between Tommy J. Hilfiger and Tommy
                             Hilfiger, Inc. (previously filed as Exhibit
                             10.15 with Registration No. 33-48587 and
                             incorporated herein by reference)
         10.26       --      United States License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10(d) to the Registrant's
                             Quarterly Report on Form 10-Q for the
                             quarterly period ended September 30, 1995
                             and incorporated herein by reference)
         10.27       --      International License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10(e) to the Registrant's
                             Quarterly Report on Form 10-Q for the
                             quarterly period ended September 30, 1995
                             and incorporated herein by reference)
         10.28       --      First Amendment, dated June 3, 1996, to
                             United States License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10.29 to Registrant's Annual
                             Report on Form 10-K/A No. 1 for the fiscal
                             year ended March 31, 1996 and incorporated
                             herein by reference)
         10.29       --      First Amendment, dated June 3, 1996, to
                             International License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10.30 to Registrant's Annual
                             Report on Form 10-K/A No. 1 for the fiscal
                             year ended March 31, 1996 and incorporated
                             herein by reference)
         10.30       --      License Agreement, dated June 24, 1996,
                             between Tommy Hilfiger Licensing, Inc. and
                             Novel-ITC Licensing Limited (portions of
                             this exhibit, which have been filed
                             separately with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10(a) to the Registrant's
                             Quarterly Report on Form 10-Q for the
                             quarterly period ended June 30, 1996 and
                             incorporated herein by reference)


                                        36<PAGE>
                                        
         10.31       --      License Agreement, dated as of February 1,
                             1997, between Tommy Hilfiger Licensing,
                             Inc. and Pepe Jeans London Corporation
                             (portions of this exhibit, which have been
                             filed separately with the Securities and
                             Exchange Commission, have been omitted
                             and are the subject of a request made to  
                             the Commission for confidential treatment)
         11.         --      Statement re: Computation of Per Share
                             Earnings
         21.         --      Subsidiaries of the Company
         23.         --      Consent of Price Waterhouse LLP
         24.         --      Powers of Attorney
         27.         --      Financial Data Schedule

         ________
              * Management contract or compensatory plan or arrangement.

                     (b)  1.  Reports on Form 8-K

                   The Company did not file any Current Reports on Form
         8-K during the three months ended March 31, 1997.

         
                                        37<PAGE>
         
                                    SIGNATURE

                   Pursuant to the requirements of Section 13 or 15(d)
         of the Securities Exchange Act of 1934, the registrant has duly
         caused this report to be signed on its behalf by the
         undersigned, thereunto duly authorized.

                                       TOMMY HILFIGER CORPORATION

                                         /s/ Benjamin M.T. Ng 
                                           Benjamin M.T. Ng
                                  Executive Vice President-Corporate
                                                Finance

         June 27, 1997

         Pursuant to the requirements of the Securities Exchange Act of
         1934, this report has been signed below by the following
         persons on behalf of the registrant and in the capacities and
         on the date indicated.

           *                     Chairman of the Board         June 27, 1997
   (Silas K.F. Chou)

           *                Director and Honorary Chairman     June 27, 1997
 (Thomas J. Hilfiger)

           *                               
  (Joel J. Horowitz)       Director, Chief Executive Officer   June 27, 1997
                          and President (principal executive
                                       officer)

           *              Director, Executive Vice President-  June 27, 1997
  (Benjamin M.T. Ng)        Corporate Finance and Assistant
                            Secretary (principal financial
                                       officer)

           *                           Director                June 27, 1997
  (Lawrence S. Stroll)

           *                           Director                June 27, 1997
  (Ronald K.Y. Chou)

           *                           Director                June 27, 1997
   (Lester M.Y. Ma)

           *                           Director                June 27, 1997
    (Joseph Adamko)

           *                           Director                June 27, 1997
  (Clinton V. Silver)

                                       Director                June 27, 1997
    (Simon Murray)

           *                Assistant Treasurer (principal     June 27, 1997
 (Steven A. Sorrillo)             accounting officer)


 */s/ Benjamin M.T. Ng
 Benjamin M.T. Ng
 (Attorney-in-Fact)


                                        38<PAGE>
           
                                    SCHEDULE I

                            TOMMY HILFIGER CORPORATION

                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                             STATEMENTS OF OPERATIONS


                                                    1997       1996       1995
                                                    ----       ----       ----

       Equity in income of subsidiaries......   $131,248    $92,400    $63,457

       Income before income taxes............    131,248     92,400     63,457
       Provision for income taxes............     44,866     30,900     22,742
                                                --------    -------    -------
       Net income............................    $86,382    $61,500    $40,715
                                                ========    =======    =======

         NOTE 1

                   Registrant is a British Virgin Islands holding
         company formed in June 1992 in connection with the Company's
         reorganization.  See Notes 1(a) and 1(b) to the Consolidated
         Financial Statements.

         NOTE 2

                   Certain provisions of Tommy Hilfiger U.S.A., Inc.'s
         credit facility with its commercial banks restrict the
         distribution of income and assets of the Company.  See Note 6
         to the Consolidated Financial Statements.
           









           




                                        39<PAGE>

                                                              SCHEDULE I
                                                             (CONTINUED)


                            TOMMY HILFIGER CORPORATION
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                  BALANCE SHEETS
                                  (IN THOUSANDS)
         
         <TABLE>
         <CAPTION>
                                                                       March 31,
                                                                       ---------
                                                                   1997        1996
                                                                   ----        ----
         <S>                                                     <C>         <C>    
         Investment in subsidiaries.....................         $397,464    $301,338
                                                                 --------    --------
             Total Assets...............................         $397,464    $301,338
                                                                 ========    ========


         <CAPTION>
         LIABILITIES AND SHAREHOLDERS' EQUITY

         Shareholders' equity
         <S>                                                     <C>         <C>
         Preference shares, $0.01 par value-shares authorized
         5,000,000; none issued................................

         Common shares, $0.01 par value-shares authorized
         50,000,000; issued and outstanding
         37,249,529 and 36,879,924, respectively...............      $372        $369

         Capital in excess of par value........................   165,032     155,294

         Retained earnings.....................................   232,015     145,633

         Cumulative translation adjustment.....................        45          42
                                                                 --------    --------

             Total shareholders' equity........................   397,464     301,338
                                                                 --------    --------

                 Total Liabilities and Shareholders' Equity....  $397,464    $301,338
                                                                 ========    ========
             </TABLE>
                                               
                                        40<PAGE>


                                                              SCHEDULE I
                                                             (continued)

                            TOMMY HILFIGER CORPORATION
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                             STATEMENTS OF CASH FLOWS
                                  (IN THOUSANDS)
   <TABLE>
   <CAPTION>
                                                                For the Years Ended March 31,
                                                                -----------------------------
                                                               1997         1996        1995
                                                               ----         ----        ----
   <S>                                                       <C>         <C>          <C>
   Cash flows from operating activities:
      Net income..........................................   $131,248     $92,400     $63,457
      Adjustments to reconcile net income cash from
         operating activities:
            Net equity in income of subsidiaries..........   (131,248)   ($92,400)    (63,457)
                                                             --------    --------    --------

            Net cash provided by operating activities.....         --          --          --

   Cash flows from investing activities:
      Investment in Tommy Hilfiger (Eastern Hemisphere)
      Limited
      Other ..............................................         --          --          --
                                                             --------    --------    --------

         Net cash used in investing activities............         --          --          --
                                                             --------    --------    --------

   Cash flows from financing activities:
   Net proceeds from public offering of ordinary shares...         --          --          --
                                                             --------    --------    --------

         Net cash provided by financing activities........         --          --          --
                                                             --------    --------    --------

   Net increase in cash...................................         --          --          --
   Cash at beginning of year..............................         --          --          --
                                                             --------    --------    --------

   Cash at end of year....................................   $     --    $     --    $     --
                                                             ========    ========    ========
   </TABLE>                                                   
                                        
                                        41<PAGE>
                                        
                                  EXHIBIT INDEX

         Exhibit
         Number              Description
         -------             -----------

         3.1         --      Memorandum of Association and Articles of
                             Association of the Company (previously
                             filed as Exhibit 3 with Registration No.
                             33-48587 and incorporated herein by
                             reference)
         3.2         --      Amendment to Articles of Association
                             (previously filed as Exhibit 3 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)
         3.3         --      Amendment to Memorandum and Articles of
                             Association (previously filed as Exhibit
                             3.3 with Registration No. 33-88906 and
                             incorporated herein by reference)
         4.          --      Specimen certificate of the Company's
                             Ordinary Shares, par value $0.01 per share
                             (previously filed as Exhibit 4 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)
         10.1        --      Amended and Restated Credit Agreement,
                             dated as of July 11, 1996 (the "Credit
                             Agreement"), among Tommy Hilfiger U.S.A.,
                             Inc. and Tommy Hilfiger Retail, Inc., as
                             Borrowers, Tommy Hilfiger Corporation,
                             Tommy Hilfiger (Eastern Hemisphere)
                             Limited, Tommy Hilfiger (HK) Limited, Tommy
                             Hilfiger Licensing, Inc. and Tommy Hilfiger
                             Flagship Stores, Inc., as Guarantors, The
                             Chase Manhattan Bank, as Administrative
                             Agent, and the Lenders named therein
                             (previously filed as Exhibit 10(b) to the
                             Registrant's Quarterly Report on Form 10-Q
                             for the quarterly period ended June 30,
                             1996 and incorporated herein by reference)
         10.2        --      First Amendment, dated as of October 18,
                             1996, to the Credit Agreement
         10.3        --      Second Amendment, dated as of December 31,
                             1996, to the Credit Agreement
         *10.4       --      Stock Option Plans of the Company and its
                             subsidiaries, as amended and restated
                             (previously filed as Exhibits 4.1 and 4.2
                             with Registration No. 333-20993)
         *10.5       --      Tommy Hilfiger Corporation Non-Employee
                             Directors Stock Option Plan (previously
                             filed as Exhibit 10.3 with Registration No.
                             33-88906 and incorporated herein by
                             reference)
         *10.6       --      Tommy Hilfiger U.S.A., Inc. Supplemental
                             Executive Incentive Compensation Plan
                             (previously filed as Exhibit 10(a) to the
                             Registrant's Quarterly Report on Form 10-Q
                             for the quarterly period ended September
                             30, 1995 and incorporated herein by
                             reference)
         *10.7       --      Amended and Restated Employment Agreement,
                             dated as of June 30, 1992, between Tommy
                             Hilfiger U.S.A., Inc. and Tommy Hilfiger
                             (previously filed as Exhibit 10.3 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)
         *10.8       --      Amended and Restated Employment Agreement,
                             dated as of June 30, 1992, between Tommy
                             Hilfiger U.S.A., Inc. and Joel Horowitz
                             (previously filed as Exhibit 10.4 with
                             Registration No. 33-48587 and incorporated
                             herein by reference)
         *10.9       --      Amendment, dated as of March 8, 1994, to
                             Amended and Restated Employment Agreement,
                             dated as of June 30, 1992, by and between
                             Tommy Hilfiger U.S.A., Inc. and Joel
                             Horowitz (previously filed as


                                        42<PAGE>
                                        
                             Exhibit 7 to the Registrant's Annual Report
                             on Form 20-F for the fiscal year ended
                             March 31, 1994 and incorporated herein by
                             reference)
         *10.10      --      Consulting Agreement, dated as of June 1,
                             1995, by and between Tommy Hilfiger U.S.A.,
                             Inc. and Jay M. Margolis (previously filed
                             as Exhibit 10.9 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1995 and incorporated
                             herein by reference)
         *10.11      --      Termination Agreement, dated as of February
                             6, 1996, by and between Tommy Hilfiger
                             U.S.A., Inc. and Edwin H. Lewis (previously
                             filed as Exhibit 10.9 to the Registrant's
                             Annual Report on Form 10-K for the fiscal
                             year ended March 31, 1996 and incorporated
                             herein by reference)
         *10.12      --      Termination Agreement, dated as of March
                             31, 1996, by and among Tommy Hilfiger
                             Retail, Inc., Tommy Hilfiger Corporation
                             and Robert C. Grayson (previously filed as
                             Exhibit 10.10 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1996 and incorporated
                             herein by reference)
         *10.13      --      Stock Repurchase Agreement, dated as of
                             March 31, 1996, by and among Tommy Hilfiger
                             Retail, Inc., Tommy Hilfiger U.S.A., Inc.
                             and Robert C. Grayson (previously filed as
                             Exhibit 10.11 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1996 and incorporated
                             herein by reference)
         10.14       --      Amended and Restated Factoring Agreement,
                             dated September 16, 1994 (the "Factoring
                             Agreement"), between Tommy Hilfiger U.S.A.,
                             Inc. and Century Business Credit
                             Corporation (previously filed as Exhibit
                             10.11 with Registration No. 33-88906 and
                             incorporated herein by reference)
         10.15       --      Letter of amendment, dated April 3, 1995,
                             to the Factoring Agreement (previously
                             filed as Exhibit 10.11 to the Registrant's
                             Annual Report on Form 10-K for the fiscal
                             year ended March 31, 1995 and incorporated
                             herein by reference)
         10.16       --      Letter of amendment, dated April 9, 1996,
                             to the Factoring Agreement (previously
                             filed as Exhibit 10.14 to the Registrant's
                             Annual Report on Form 10-K for the fiscal
                             year ended March 31, 1996 and incorporated
                             herein by reference)
         10.17       --      Letter of Amendment, dated April 8, 1997,
                             to the Factoring Agreement
         10.18       --      Warehouse Agreement, dated as of April 1,
                             1997, between Ridge Services, Inc. and 
                             Tommy Hilfiger U.S.A., Inc.
         10.19       --      Warehouse Agreement, dated as of April 1,
                             1997, between Ridge Services, Inc. and 
                             Tommy Hilfiger Retail, Inc.
         10.20       --      Contract of Sale, dated March 6, 1996,
                             between 2539 Realty Associates, as seller,
                             and Tommy Hilfiger U.S.A., Inc., as
                             purchaser, for 25 West 39th Street
                             (previously filed as Exhibit 10.20 to the
                             Registrant's Annual Report on Form 10-K for
                             the fiscal year ended March 31, 1996 and
                             incorporated herein by reference)
         10.21       --      Lease, dated April 24, 1995, between
                             Forsgate Industrial Complex L.P. and Tommy
                             Hilfiger U.S.A., Inc. (previously filed as
                             Exhibit 10.25 to the Registrant's Annual
                             Report on Form 10-K for the fiscal year
                             ended March 31, 1995 and incorporated
                             herein by reference)
         *10.22      --      Consulting Agreement, dated April 1, 1991,
                             between Polostro Limited and Tommy Hilfiger
                             (Eastern Hemisphere) Limited (previously
                             filed as Exhibit 10.13 with Registration
                             No. 33-48587 and incorporated herein by
                             reference)
         *10.23      --      Amendment, dated as of April 1, 1993, to
                             Consulting Agreement, dated 


                                        43<PAGE>
                                        
                             
                             April 1, 1991, between Polostro Limited and 
                             Tommy Hilfiger (Eastern Hemisphere) Limited 
                             (previously filed as Exhibit 18 to the 
                             Registrant's Annual Report on Form 20-F for 
                             the fiscal year ended March 31, 1994 and 
                             incorporated herein by reference)
         *10.24      --      Consulting Agreement, dated April 1, 1996,
                             between Fasco International, Inc. and Tommy
                             Hilfiger (Eastern Hemisphere) Limited
                             (previously filed as Exhibit 10.25 to the
                             Registrant's Annual Report on Form 10-K for
                             the fiscal year ended March 31, 1996 and
                             incorporated herein by reference)
         10.25       --      Trademark Agreement, dated June 30, 1992,
                             between Tommy J. Hilfiger and Tommy
                             Hilfiger, Inc. (previously filed as Exhibit
                             10.15 with Registration No. 33-48587 and
                             incorporated herein by reference)
         10.26       --      United States License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10(d) to the Registrant's
                             Quarterly Report on Form 10-Q for the
                             quarterly period ended September 30, 1995
                             and incorporated herein by reference)
         10.27       --      International License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10(e) to the Registrant's
                             Quarterly Report on Form 10-Q for the
                             quarterly period ended September 30, 1995
                             and incorporated herein by reference)
         10.28       --      First Amendment, dated June 3, 1996, to
                             United States License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10.29 to Registrant's Annual
                             Report on Form 10-K/A No. 1 for the fiscal
                             year ended March 31, 1996 and incorporated 
                             herein by reference)
         10.29       --      First Amendment, dated June 3, 1996, to
                             International License Agreement, dated
                             August 28, 1995, between Tommy Hilfiger
                             Licensing, Inc. and AIHL Investment Group
                             Limited (formerly SEL International
                             Investments Corp.) (portions of this
                             exhibit, which have been filed separately
                             with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10.30 to Registrant's Annual
                             Report on Form 10-K/A No. 1 for the fiscal
                             year ended March 31, 1996 and incorporated
                             herein by reference)
         10.30       --      License Agreement, dated June 24, 1996,
                             between Tommy Hilfiger Licensing, Inc. and
                             Novel-ITC Licensing Limited (portions of
                             this exhibit, which have been filed
                             separately with the Securities and Exchange
                             Commission, have been omitted pursuant to
                             an order of the Commission granting
                             confidential treatment) (previously filed
                             as Exhibit 10(a) to the Registrant's
                             Quarterly Report on Form 10-Q for the
                             quarterly period 


                                        44<PAGE>
                                        
                             ended June 30, 1996 and
                             incorporated herein by reference)
         10.31       --      License Agreement, dated as of February 1,
                             1997, between Tommy Hilfiger Licensing,
                             Inc. and Pepe Jeans London Corporation
                             (portions of this exhibit, which have been
                             filed separately with the Securities and
                             Exchange Commission, have been omitted
                             and are the subject of a request made to 
                             the Commission for confidential treatment)
         11.         --      Statement re: Computation of Per Share
                             Earnings
         21.         --      Subsidiaries of the Company
         23.         --      Consent of Price Waterhouse LLP
         24.         --      Powers of Attorney
         27.         --      Financial Data Schedule

         ________
              * Management contract or compensatory plan or arrangement.
                                        
                                        45