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                                                                   EXHIBIT 10.49
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   [LOGO OF BANK OF AMERICA]                           AMENDMENT TO DOCUMENTS
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                  AMENDMENT NO. 4 TO BUSINESS LOAN AGREEMENT

     This Amendment No. 4 (the "Amendment") dated as of January 21, 1998 is 
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between BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank") and 
ST. JOHN KNITS, INC. (the "Borrower").

                                   RECITALS
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     A.  The Bank and the Borrower entered into a certain Business Loan 
Agreement dated as of December 15, 1995, as previously amended (the 
"Agreement").

     B.  The Bank and the Borrower desire to further amend the Agreement.

                                   AGREEMENT
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     1.  DEFINITIONS.  Capitalized terms used but not defined in this Amendment 
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shall have the meaning given to them in the Agreement.

     2.  AMENDMENTS.  The Agreement is hereby amended as follows:
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         2.1  In Paragraph 1.2 of the Agreement, the date "MARCH 1, 2000" is 
              substituted for the date "MARCH 1, 1999."

         2.2  Subparagraph 6.6(a) of the Agreement is amended to read in its 
              entirety as follows:

              "(a)  sufficiently complete to give the Bank accurate knowledge of
                    the Borrower's (and any guarantor's) financial condition,
                    including all material contingent liabilities."

         2.3  A new Paragraph 6.14 is added to the Agreement, which reads in 
              its entirety as follows:

              "6.14  YEAR 2000 COMPLIANCE.  The Borrower has conducted a 
              comprehensive review and assessment of the Borrower's computer
              applications and made inquiry of the Borrower's key suppliers,
              vendors and customers with respect to the "year 2000 problem"
              (that is, the risk that computer applications may not be able to
              properly perform date-sensitive functions after December 31, 1999)
              and, based on that review and inquiry, the Borrower does not
              believe the year 2000 problem will result in a material adverse
              change in the Borrower's business condition (financial or
              otherwise), operations, properties or prospects, or ability to
              repay credit."

         2.4  Subparagraph 7.2(a) of the Agreement is amended to read in its 
              entirety as follows:

              "(a)  Within 120 days of the Borrower's fiscal year end, the
                    Borrower's annual financial statements. These financial
                    statements must be audited (with an opinion not qualified
                    due to possible failure to take all appropriate steps to
                    successfully address year 2000 system issues) by a Certified
                    Public Accountant ("CPA") acceptable to the Bank. The
                    statements shall be prepared on a consolidated basis."

         2.5  Subparagraph 7.19(c) of the Agreement is amended to read in its 
              entirety as follows:

              "(c)  enter into any consolidation, merger, or other combination,
                    or become a partner in a partnership, a member of a joint
                    venture, or a member of a limited liability company."

         2.6  Article 8 of the Agreement is amended to read in its entirety as 
              follows:

              "8. HAZARDOUS WASTE INDEMNIFICATION. The Borrower will indemnify
              and hold harmless the Bank from any loss or liability directly or
              indirectly arising out of the use, generation, manufacture,
              production, storage, release, threatened release, discharge,
              disposal or presence of a hazardous substance. This indemnity will
              apply whether the hazardous substance is on, under or about the
              Borrower's property or

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AmendL (10/92)                                                      017983-10037

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              operations or property leased to the Borrower. The indemnity
              includes but is not limited to attorneys' fees (including the
              reasonable estimate of the allocated cost of in-house counsel and
              staff). The indemnity extends to the Bank, its parent,
              subsidiaries and all of their directors, officers, employees,
              agents, successors, attorneys and assigns. `Hazardous substances'
              means any substance, material or waste that is or becomes
              designated or regulated as `toxic,' `hazardous,' `pollutant,' or
              `contaminant' or a similar designation or regulation under any
              federal, state or local law (whether under common law, statute,
              regulation or otherwise) or judicial or administrative
              interpretation of such, including without limitation petroleum or
              natural gas. This indemnity will survive repayment of the
              Borrower's obligations to the Bank."

         2.7  Paragraph 9.8 of the Agreement is amended to read in its entirety 
              as follows:

              "9.8  MATERIAL ADVERSE CHANGE.  A material adverse change occurs,
              or is reasonably likely to occur, in the Borrower's (or any
              guarantor's) business condition (financial or otherwise),
              operations, properties or prospects, or ability to repay the
              credit."

         2.8  Paragraph 10.7 of the Agreement is amended to read in its entirety
              as follows:

              "10.7  ATTORNEYS' FEES.  The Borrower shall reimburse the Bank for
              any reasonable costs and attorneys' fees incurred by the Bank in
              connection with the enforcement or preservation of any rights or
              remedies under this Agreement and any other documents executed in
              connection with this Agreement, and in connection with any
              amendment, waiver, "workout" or restructuring under this
              Agreement. In the event of a lawsuit or arbitration proceeding,
              the prevailing party is entitled to recover costs and reasonable
              attorneys' fees incurred in connection with the lawsuit or
              arbitration proceeding, as determined by the court or arbitrator.
              In the event that any case is commenced by or against the Borrower
              under the Bankruptcy Code (Title 11, United States Code) or any
              similar or successor statute, the Bank is entitled to recover
              costs and reasonable attorneys' fees incurred by the Bank related
              to the preservation, protection, or enforcement of any rights of
              the Bank in such a case. As used in this paragraph, "attorneys'
              fees" includes the allocated costs of the Bank's in-house
              counsel."

     3.  CONDITIONS.  This Amendment will be effective when the Bank receives 
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the following items, in form and content acceptable to the Bank:

         3.1  A Corporate Resolution to Obtain Credit executed by the Borrower 
              in the amount of Twenty Five Million Dollars ($25,000,000).

         3.2  Evidence that the execution, delivery and performance by the
              Borrower (and any guarantor) of this Agreement and any instrument
              or agreement required under this Agreement have been duly
              authorized.

     4.  EFFECT OF AMENDMENT.  Except as provided in this Amendment, all of the 
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terms and conditions of the Agreement shall remain in full force and effect.

         This Amendment is executed as of the date stated at the beginning of 
this Amendment.



BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION      ST. JOHN KNITS, INC.


   /s/ ARTHUR P. CARTER                        /s/ ROGER G. RUPPERT
X_________________________________          X___________________________________
BY:    ARTHUR P. CARTER                     BY:    ROGER G. RUPPERT
TITLE: VICE PRESIDENT                       TITLE: SENIOR VICE PRESIDENT-FINANCE
                                                   AND CHIEF FINANCIAL OFFICER



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AmendL (10/92)                                                      017983-10037

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