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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                  FORM 10-K/A
 
                               (AMENDMENT NO. 1)
 
(MARK ONE)
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED NOVEMBER 2, 1997
 
                                      OR
 
[_] 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 1-11752
 
                             ST. JOHN KNITS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
             CALIFORNIA                                95-2245070
   (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER IDENTIFICATION
   INCORPORATION OR ORGANIZATION)                        NUMBER)
 
         17422 DERIAN AVENUE
         IRVINE, CALIFORNIA                               92614
   (ADDRESS OF PRINCIPAL EXECUTIVE                     (ZIP CODE)
              OFFICES)              
                                    
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 863-1171
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                        NAME OF EACH EXCHANGE
      TITLE OF EACH CLASS                                ON WHICH REGISTERED
      -------------------                               ---------------------
      <S>                                              <C>
      COMMON STOCK                                     NEW YORK STOCK EXCHANGE
</TABLE>
 
       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
 
  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 knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
 
  The aggregate market value of Registrant's Common Stock held by
nonaffiliates as of January 28, 1998 was $599,546,192 based on 15,397,655
shares outstanding on such date and the closing sales price for the Common
Stock on such date of $38.9375 as reported on the New York Stock Exchange.
 
  As of January 28, 1998, the Registrant had 16,714,548 shares of Common Stock
outstanding.
 
  PART III incorporates information by reference from the Registrant's
definitive Proxy Statement for its 1998 Annual Meeting of Shareholders to be
filed with the Commission within 120 days of November 2, 1997.

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                                    PART II
 
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
      MATTERS
 
  The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "SJK." The high and low trading prices of the Company's Common
Stock during each quarter of fiscal years 1997 and 1996, and the dividends
paid per share were as follows:
 
<TABLE>
<CAPTION>
                                        FISCAL 1997            FISCAL 1996
                                   ---------------------- ----------------------
QUARTER                             HIGH   LOW   DIVIDEND  HIGH   LOW   DIVIDEND
-------                            ------ ------ -------- ------ ------ --------
<S>                                <C>    <C>    <C>      <C>    <C>    <C>
Fourth............................ $49.19 $38.50  $0.025  $51.75 $39.38  $0.025
Third............................. $54.50 $38.75  $0.025  $48.50 $29.50  $0.025
Second............................ $45.50 $37.50  $0.025  $34.38 $22.88  $0.025
First............................. $48.13 $41.13  $0.025  $27.13 $23.19  $0.025
</TABLE>
 
  All amounts have been adjusted for the 2-for-1 stock split which occurred
during the third quarter of fiscal 1996.
 
  As of January 28, 1998, the closing sales price for the Company's Common
Stock, as reported on the New York Stock Exchange, was $38.9375.
 
  During fiscal years 1997 and 1996, the Company paid in the aggregate $.10
per share in cash dividends to its shareholders. In addition, the Company
declared another quarterly dividend of $.025 per share on December 16, 1997 to
be paid in cash on February 14, 1998 to the shareholders of record on January
14, 1998. The Company's ability to pay other dividends will depend upon
limitations under applicable law and other factors the Board of Directors
deems relevant, including results of operations, financial condition and
capital and surplus requirements.
 
  As of January 28, 1998, the number of holders of record of the Company's
Common Stock was approximately 350, and there were approximately 11,500
beneficial owners of the Company's Common Stock.
 
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                                  SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: February 5, 1998
 
                                          ST. JOHN KNITS, INC. (Registrant)
 
                                                    /s/ ROBERT E. GRAY
                                          By:__________________________________
                                                      Robert E. Gray
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 
 
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