EXHIBIT 10.46

                                 FIRST AMENDMENT
                              TO SECURITY AGREEMENT
                              ---------------------


           FIRST AMENDMENT, dated as of April 1, 2003, to the Security Agreement
referred to below (this "Amendment") among BARNEY'S, INC., a New York
corporation ("Barneys"), BARNEYS AMERICA, INC., a Delaware corporation ("BAI"),
BARNEYS (CA) LEASE CORP., a Delaware corporation ("CA Lease"), BARNEYS (NY)
LEASE CORP., a Delaware corporation ("NY Lease"), BASCO ALL-AMERICAN SPORTSWEAR
CORP., a New York corporation ("Basco"), BNY LICENSING CORP., a Delaware
corporation ("BNY"), AND BARNEYS AMERICA (CHICAGO) LEASE CORP., a Delaware
corporation ("Chicago Lease", and together with Barneys, BAI, CA Lease, NY
Lease, Basco and BNY, collectively, the "Grantors" and each individually a
"Grantor"), and GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as
administrative agent for the Lenders (with its successors in such capacity, the
"Administrative Agent").

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

           WHEREAS, Grantors, Administrative Agent, and Lenders signatory
thereto are parties to that certain Credit Agreement, dated as of July 15, 2002
(including all annexes, exhibits and schedules thereto, and as amended,
restated, supplemented or otherwise modified from time to time, including,
without limitation, by the restated credit agreement dated as of the date
hereof, the "Credit Agreement");

           WHEREAS, Grantors have entered into a Security Agreement with
Administrative Agent dated as of July 15, 2002 (including all annexes, exhibits
and schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "Security Agreement") whereby Grantors have granted
Liens to Administrative Agent to secure payment of the Obligations.

           WHEREAS, Administrative Agent and Grantors have agreed to amend
certain provisions of the Security Agreement, in the manner, and on the terms
and conditions, provided for herein;

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

           1. Definitions. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement.


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           2. Amendment. Section 2 of the Security Agreement is hereby amended
as of the Amendment Effective Date by deleting the following paragraph therein
in its entirety:

          "Notwithstanding anything to the contrary in this Security Agreement,
          nothing herein or otherwise shall be deemed or construed, directly or
          indirectly, as a grant by Barneys to the Administrative Agent, the
          Lenders or the other Holders of a Lien of any kind whatsoever on any
          "Collateral" (as defined in the (i) Security Agreement, dated as of
          January 28, 1999, between Barneys and BI-Equipment Lessors LLC, (ii)
          the Security Agreement, dated as of January 28, 1999, between Barneys
          and Copelco Capital, Inc. and (iii) the Security Agreement, dated as
          of January 28, 1999, between Barneys and John Hancock Leasing
          Corporation) subject to a Lien granted to any of BI-Equipment Lessors
          LLC, Copelco Capital, Inc. or John Hancock Leasing Corporation,
          pursuant to any of the security agreements referred to immediately
          above as in effect on the date hereof."

           3. Representations and Warranties. To induce Administrative Agent to
enter into this Amendment, Grantors make the following representations and
warranties to Administrative Agent:

                (a) The execution, delivery and performance of this Amendment
and the performance of the Security Agreement, as amended by this Amendment (the
"Amended Security Agreement"), by Grantors: (a) are within each Grantor's
corporate power; (b) have been duly authorized by all necessary or proper
corporate and shareholder action; (c) do not contravene any provision of any
Grantor's charter or bylaws; (d) do not violate any law or regulation, or any
order or decree of any court or Governmental Authority; (e) do not conflict with
or result in the breach or termination of, constitute a default under or
accelerate or permit the acceleration of any performance required by, any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which any Grantor is a party or by which any Grantor or any of its property is
bound; (f) other than Liens permitted under Section 9.03 of the Credit
Agreement, do not result in the creation or imposition of any Lien upon any of
the property of any Grantor other than those in favor of Administrative Agent
pursuant to the Loan Documents; and (g) do not require the consent or approval
of any Governmental Authority or any other Person other than those already
acquired and the filing of UCC financing statement amendments.

                (b) This Amendment has been duly executed and delivered by or on
behalf of Grantors.

                (c) Each of this Amendment and the Amended Security Agreement
constitutes a legal, valid and binding obligation of each Grantor, enforceable
against each in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or



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similar laws affecting creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).

                (d) No Default has occurred and is continuing after giving
effect to this Amendment.

           4. No Other Amendments. Except as expressly amended herein, the
Security Agreement and the other Loan Documents shall be unmodified and shall
continue to be in full force and effect in accordance with their terms. In
addition, except as specifically provided herein, this Amendment shall not be
deemed a waiver of any term or condition of any Loan Document and shall not be
deemed to prejudice any right or rights which Administrative Agent, for itself
and Lenders, may now have or may have in the future under or in connection with
any Loan Document or any of the instruments or agreements referred to therein,
as the same may be amended from time to time.

           5. Expenses. Each Grantor hereby reconfirms its respective
obligations pursuant to Sections 4.03 and 13.02 of the Credit Agreement to pay
and reimburse Administrative Agent, for itself and Lenders, for all reasonable
costs and expenses (including, without limitation, reasonable fees of counsel)
incurred in connection with the negotiation, preparation, execution and delivery
of this Amendment and all other documents and instruments delivered in
connection herewith.

           6. Effectiveness. This Amendment shall become effective as of the
date hereof (the "Amendment Effective Date") only upon satisfaction in full in
the judgment of Administrative Agent of each of the following conditions:

                (a) Amendment. Administrative Agent shall have received
facsimile copies of this Amendment duly executed and delivered by Administrative
Agent and Grantors, and such additional documentation as the Administrative
Agent may reasonably request.

                (b) Restated Credit Agreement. The Restated Credit Agreement
dated as of the date hereof, between the Grantors, the Lenders and the
Administrative Agent shall have been duly executed, delivered and become
effective.

                (c) Payment of Expenses. Grantors shall have paid to
Administrative Agent all costs, fees and expenses owing in connection with this
Amendment and the other Loan Documents and due to Administrative Agent
(including, without limitation, reasonable legal fees and expenses), including
all amounts due under the Fee Letter.

                (d) Representations and Warranties. The representations and
warranties of each Grantor in this Amendment shall be shall be true and correct
in all material respects on and as of the Amendment Effective Date.



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           7. Effect on Security Agreement. All references in the Credit
Agreement and the other Loan Documents to the Borrower Security Agreement shall
be deemed to refer to the Security Agreement as amended hereby.

           8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

           9. Counterparts. This Amendment may be executed by the parties hereto
on any number of separate facsimile counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


                            [SIGNATURE PAGES FOLLOW]



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

                         BARNEY'S, INC.
                         BARNEYS AMERICA, INC.
                         BARNEYS (CA) LEASE CORP.
                         BARNEYS (NY) LEASE CORP.
                         BASCO ALL-AMERICAN SPORTSWEAR CORP.
                         BNY LICENSING CORP.
                         BARNEYS AMERICA (CHICAGO) LEASE CORP.



                         By:  /s/ STEVEN M. FELDMAN
                            ----------------------------------------------------
                             Name:  Steven M. Feldman
                             Title: Executive Vice President and
                                    Chief Financial Officer



                         GENERAL ELECTRIC CAPITAL CORPORATION,
                         AS ADMINISTRATIVE AGENT



                         By:  /s/ STEPHEN M. METIVIER
                            ----------------------------------------------------
                             Name:   Stephen M. Metivier
                             Title:  Vice President