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                                                                   EXHIBIT 10.44

                             CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of December
1, 1997, by and between St. John Knits, Inc., a California corporation (the
"Company"), and Robert C. Davis (the "Consultant").

                                   BACKGROUND

     Prior to April 24, 1996, the Consultant was President, Chief Operating 
Office, Assistant Secretary and a Director of the Company. The Consultant 
resigned on that date to pursue personal interests; however, subsequent to that 
date through the present, he has continued to perform limited services to the 
Company under the terms of a Consulting Agreement dated April 24, 1996. That 
Agreement terminated on November 19, 1997. The Company desires to maintain
access to the Consultant and his opinion, advice and knowledge concerning the
business of the Company. The Consultant and the Company desire to enter into
this Agreement to assure the Company of the services of the Consultant from
December 1, 1997 through November 30, 1998 (the "Term").

                                   AGREEMENT

     In consideration of the mutual covenants, term and conditions set forth 
herein, the parties agree as follows:

     1.  DUTIES OF CONSULTANT. The Consultant agrees to advise and consult with 
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         the Company as reasonably requested by the Company from time to time
         during the Term. The Consultant agrees to perform such services
         conscientiously and to the best of his ability.

     2.  COMPENSATION.
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     (a) In consideration of Consultant's duties under Section 1, the Company
         shall pay Consultant in the aggregate $75,000 payable in twelve
         substantially equal amounts at the end of each month during the Term;
         the first payment payable on December 31, 1997 and the last payment
         payable on November 30, 1998. The Company also shall reimburse
         Consultant for all reasonable out-of-pocket expenses paid by the
         Consultant during the Term in the performance of his services
         hereunder, upon Consultant's presentation of expense statements or
         vouchers or such other supporting information as the Company
         customarily requires in accordance with its outside services billing
         practices.

     (b) Notwithstanding the provisions of Section 2 (a) above, if during the 
         Term the Consultant is employed by another corporation, partnership or
         other entity, the Consultant shall no longer receive any payments under
         this Agreement other than a prorated amount for any portion of a period
         prior to the date the Consultant was so employed.

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     3.  INDEPENDENT CONTRACTOR. The Consultant acknowledges that he is being
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         engaged on an independent contractor basis hereunder, and that the
         Consultant will not be eligible for benefits generally available to the
         employees of the Company. No compensation to be paid to the Consultant
         for his consulting services under this Agreement will be subject to any
         withholding or deductions required by local, state or federal law with
         respect to employees.

     4.  NO REPRESENTATION OF THE COMPANY. The Consultant agrees that he will
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         not (i) enter into any agreements, arrangements or undertakings binding
         or on behalf of the Company or for the benefit of the Company or (ii)
         make representations that he has authority to act for or represent that
         he is engaged by the Company in any capacity other than as a
         consultant during the Term, except as authorized by an executive
         officer of the Company in writing.

     5.  CONFIDENTIALITY. The Consultant acknowledges that he will have access
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         to, and that there will be disclosed to him, information of a
         confidential and/or trade secret nature that has great value to and
         that constitutes a substantial basis and foundation upon which the
         business of the Company is predicated ("Confidential Information").
         During the Term and thereafter, the Consultant shall keep all
         Confidential Information in confidence and shall not disclose any
         Confidential Information to any other person, except (i) to the
         Company's personnel on a "need-to-know" basis and other persons
         designated in writing by an executive officer of the Company, (ii) to
         the extent such disclosure may by required by law, (iii) if such
         information hereafter becomes lawfully obtainable from other sources,
         or (iv) to the extent such duty as to confidentiality is waived in
         writing by an executive officer of the Company. Without the express
         written consent of an executive officer of the Company, the Consultant
         shall not use or permit to be used any Confidential Information for the
         gain or benefit of any party outside of the Company or for the
         Consultant's personal gain or benefit outside the scope of the
         Consultant's engagement by the Company. The Consultant agrees to
         deliver promptly to the Company on termination of this Agreement, or
         at any other time that the Company may so request, all memoranda,
         notes, records, reports, and other documents (and all copies thereof)
         relating to Confidential Information and/or the business of the Company
         that he obtained while employed by or otherwise serving or acting on
         behalf of the Company or any of its subsidiaries.

     6.  INDEMNIFICATION OF THE CONSULTANT. The Company shall indemnify and hold
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         harmless the Consultant from and against any and all claims, expenses
         and liabilities (including, without limitation, attorneys' fees and
         costs of investigation and defense) he may incur by reason of the
         Consultant providing services to or for the Company by virtue of this
         Agreement so long as Consultant acted in good faith and in a manner
         Consultant reasonably believed to be in the best interests of the
         Company.

     7.  MISCELLANEOUS. Except for that Mutual Release Agreement between the
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         Company and Consultant dated April 24, 1996 and Article III and Article
         V

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         (other than Sections 5.6 and 5.8 thereof) of the Consultant's
         Employment Agreement with the Company, dated as of January 1, 1996 (the
         "Employment Agreement"), this Agreement supersedes all prior agreements
         between the parties concerning employment or consulting arrangements
         with the Company which are hereby terminated in their entirety (except
         for Article III and Article V (other than Sections 5.6 and 5.8 thereof)
         of the Employment Agreement which shall survive), and constitutes the
         entire agreement between the parties with respect thereto. This
         Agreement may be modified only with a written instrument duly executed
         by each of the parties. No waiver by any party of any breach of this
         Agreement will be deemed to be a waiver of any preceding or succeeding
         breach. The Consultant acknowledges and agrees that the Company's
         remedy at law for any breach of the Consultant's obligations hereunder
         would be inadequate, and agrees and consents that temporary and
         permanent injunctive relief may be granted in any proceeding which may
         be brought to enforce any provision of this Agreement.
         
            EXECUTED as of the date first mentioned above, at Orange County, 
California.


                                          ST. JOHN KNITS, INC.
                                          a California corporation


                                          By:  /s/ BOB GRAY
                                               ---------------------------------
                                          Name:  Bob Gray
                                          Title:  Chief Executive Officer


                                          ROBERT C. DAVIS


                                          /s/ ROBERT C. DAVIS
                                          --------------------------------------
                                              

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