EXHIBIT 10.3



              SECOND AMENDMENT, dated as of December 31, 1996, to the
         AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 11,
         1996 (as heretofore amended, the "Credit Agreement"), among
         TOMMY HILFIGER U.S.A., INC., a Delaware corporation ("THUSA"),
         TOMMY HILFIGER RETAIL, INC., a Delaware corporation ("Retail";
         THUSA and Retail individually, a "Borrower" and collectively,
         the "Borrowers"), TOMMY HILFIGER CORPORATION, a British Virgin
         Islands corporation ("THC"), TOMMY HILFIGER (EASTERN
         HEMISPHERE) LIMITED, a British Virgin Islands corporation
         ("THEH"), TOMMY HILFIGER (HK) LIMITED, a Hong Kong corporation
         ("THHK"), TOMMY HILFIGER LICENSING, INC. a Delaware corporation
         ("THL") and TOMMY HILFIGER FLAGSHIP STORES, INC., a Delaware
         corporation (formerly known as Tommy Hilfiger Womenswear,
         Inc.) ("THFS"); (THC, THEH, THHK, THL and THFS individually, a
         "Guarantor" and collectively, the "Guarantors"), the several
         Lenders parties to the Credit Agreement (the "Lenders") and THE
         CHASE MANHATTAN BANK (formerly Chemical Bank) as administrative
         agent (in such capacity, the "Agent") for the Lenders.

                               W I T N E S S E T H

              WHEREAS, THUSA, Retail and each Guarantor have requested
         that Subsection 6.4 of the Credit Agreement be amended and the
         Agent and the Lenders are willing to amend Subsection 6.4 of
         the Credit Agreement;

              NOW, THEREFORE, in consideration of the premises and
         mutual agreements contained herein, THUSA, Retail, each
         Guarantor, the Agent and each Lender hereby agree that the
         Credit Agreement is hereby amended as follows:

              1.  Definitions. Except as otherwise stated herein,
         capitalized terms defined in the Credit Agreement and used
         herein without definition shall have the respective meanings
         assigned to them in the Credit Agreement.

              2.  Amendment to Subsection 6.4 of the Credit Agreement.
         Subsection 6.4 of the Credit Agreement is hereby amended by
         replacing the numbers $27,500,000 and $75,000,000 therein with
         the numbers $35,000,000 and $100,000,000, respectively.

              3.  Conditions of Effectiveness.  This Second Amendment
         shall become effective, as of the date hereof, when the Agent
         shall have received counterparts of this Second Amendment
         executed each Borrower, each Guarantor and the Majority
         Lenders.

              4.  Representations and Warranties. To induce the Lenders
         to enter into this Second Amendment, each Borrower and each
         Guarantor hereby represents and warrants that:

                   (a) It has the power, authority and legal right to
              make and deliver this Second Amendment and to perform its
              obligations under the Credit Agreement, as amended by this
              Second Amendment, without any notice, consent, approval or
              authorization not already obtained, and it has taken all
              necessary action to authorize the same.

                   (b) The making and delivery of this Second Amendment,
              and the performance of the Credit Agreement, as amended by
              this Second Amendment, do not violate any provision of law
              or any regulation applicable to it, or its charter or by-
              laws, or result in the breach of or constitute a default
              under or require any consent under any indenture or other<PAGE>







              agreement or instrument to which it is a party or by which
              it or any of its property may be bound or affected. The
              Credit Agreement, as amended by this Second Amendment,
              constitutes its legal, valid and binding obligation,
              enforceable against it in accordance with its terms,
              except as enforceability thereof may be limited by any
              applicable bankruptcy, reorganization, insolvency,
              moratorium or other laws affecting creditors' rights
              generally.

                   (c) The representations and warranties made by it in
              the Credit Agreement are true and correct on and as of the
              date on which this Second Amendment becomes effective
              after giving effect hereto.

                   (d) No Default or Event of Default has occurred and
              is continuing under the Credit Agreement on and as of the
              date on which this Second Amendment becomes effective.

              5.  Reference to and Effect on the Credit Agreement and
         other Loan Documents. (a)  On and after the effective date of
         this Second Amendment each reference in the Credit Agreement to
         "this Agreement", "hereunder", "hereof" or words of like
         import, and each reference in any Note or any other Loan
         Document to the "Credit Agreement", "thereunder", "thereof" or
         words of like import referring to the Credit Agreement, shall
         mean and be a reference to the Credit Agreement as amended
         hereby. 

              (b)  Except as specifically amended hereby, the Credit
         Agreement and each other Loan Document are and shall continue
         to be in full force and effect and are hereby in all respects
         ratified and confirmed. 

              (c)  The execution, delivery and effectiveness of this
         Second Amendment shall not, except as expressly provided
         herein, operate as a waiver of any right, power or remedy of
         any Lender under the Credit Agreement, nor constitute a waiver
         of any provision of the Credit Agreement.

              6.  Execution in Counterparts.  This Second Amendment may
         be executed in any number of counterparts and by different
         parties hereto in separate counterparts, each of which when so
         executed and delivered shall be deemed to be an original and
         all of which taken together shall constitute but one and the
         same agreement.

              7.  Governing Law.  This Second Amendment shall be
         governed by and construed in accordance with the laws of the
         State of New York.

                                        2<PAGE>

                   IN WITNESS WHEREOF, the parties hereto have caused
         this Second Amendment to be executed by their respective
         officers thereunto duly authorized, as of the date first above
         written.


                                  TOMMY HILFIGER U.S.A., INC.


                                  By:     /s/ Joel Horowitz   
                                       Name: Joel Horowitz
                                       Title: Chief Executive Officer


                                  TOMMY HILFIGER RETAIL, INC.


                                  By:     /s/ Joel Horowitz   
                                       Name: Joel Horowitz
                                       Title: President


                                  TOMMY HILFIGER CORPORATION


                                  By:     /s/ Joel Horowitz   
                                       Name: Joel Horowitz
                                       Title: President


                                  TOMMY HILFIGER (EASTERN 
                                  HEMISPHERE) LIMITED


                                  By:     /s/ Joel Horowitz   
                                       Name: Joel Horowitz
                                       Title: President


                                  TOMMY HILFIGER (HK) LIMITED


                                  By:     /s/ Joel Horowitz   
                                       Name: Joel Horowitz
                                       Title: President


                                  TOMMY HILFIGER LICENSING, INC.


                                  By:     /s/ Joel Horowitz   
                                       Name: Joel Horowitz
                                       Title: President

                                        3<PAGE>

                                  TOMMY HILFIGER FLAGSHIP STORES,
                                  INC. (f/k/a Tommy Hilfiger
                                  Womenswear, Inc.)


                                  By:     /s/ Joel Horowitz     
                                       Name: Joel Horowitz
                                       Title: President


                                  THE CHASE MANHATTAN BANK
                                  (formerly Chemical Bank),
                                  individually and as Agent


                                  By:     /s/ Paul Phelan       
                                       Paul Phelan
                                       Vice President


                                  BANK OF NEW YORK


                                  By:     /s/ Allison J. White  
                                       Name: Allison J. White
                                       Title: Vice President


                                  FLEET BANK, N.A. 
                                  (formerly NatWest Bank N.A.)


                                  By:     /s/ Bruce Wicks       
                                       Name: Bruce Wicks
                                       Title: Vice President


                                  ISRAEL DISCOUNT BANK OF NEW YORK


                                  By:     /s/ Howard Weinberg   
                                       Name: Howard Weinberg
                                       Title: First Vice President


                                  By:     /s/ Antonia Brocato   
                                       Name: Antonia Brocato
                                       Title: Assistant Vice 
                                         President

                                        4<PAGE>

                                  CENTURY BUSINESS CREDIT CORPORATION


                                  By:     /s/ Andrew H. Tananbaum
                                       Name: Andrew H. Tananbaum
                                       Title: President


                                  PNC BANK, NATIONAL ASSOCIATION


                                  By:     /s/ Michael Nardo      
                                       Name: Michael Nardo
                                       Title: Vice President


                                  SUMMIT BANK


                                  By:     /s/ Lawrence F. Zema    
                                       Name: Lawrence F. Zema
                                       Title: Vice President & 
                                         Regional Manager 
                                         Large Corporate Group
                                         Summit Bank









                                       


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