UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): September 7, 2004


                            G-III Apparel Group, Ltd.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


           0-18183                                      41-1590959
  (Commission File Number)                   (IRS Employer Identification No.)


                               512 Seventh Avenue
                               New York, NY 10018
                    (Address of Principal Executive Offices)

     Registrant's telephone number, including area code: (212) 403-0500


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-14(c) under the
      Exchange Act (17 CFR 240.13e-4(c))







ITEM 2.02         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On September 9, 2004, the Company announced its results of operations
         for the second fiscal quarter ended July 31, 2004. A copy of the press
         release issued by the Company relating thereto is furnished herewith as
         Exhibit 99.1.


ITEM 2.05         COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

         On September 7, 2004, we committed to attempt to sell our 39% interest
         in a joint venture which operates a factory located in Qingdao, China.
         As a result of this decision, we recorded a non-cash charge of $882,000
         that will be reflected in our results of operations for the three
         months ended July 31, 2004.

         As of July 31, 2004, the carrying amount of our investment in this
         joint venture was approximately $1.1 million. We account for our
         interest in this joint venture based on the equity method and recorded
         a loss on the joint venture of approximately $129,000 for the six
         months ended July 31, 2004. This loss represents 39% of the total net
         losses of $330,000 of the joint venture for the six months ended July
         31, 2004 compared to a net profit for the joint venture of $167,000 for
         the six months ended July 31, 2003.

         Our joint venture partner has advised us that, based on the factory's
         current operations, the joint venture may continue to generate losses
         for the foreseeable future. A review of the operations of the factory
         is being undertaken by management of the joint venture to determine
         whether cost cutting measures or other operating efficiencies could
         return the factory to profitability. There are no assurances that this
         review will result in future profits for the joint venture.

         Based upon the prospect of the factory continuing to generate losses,
         we believe that the best course of action for us is to attempt to sell
         our interest in the joint venture. We believe this decision will also
         provide us with more flexibility by allowing us to outsource all of our
         manufacturing. Our estimate of the charge represents the difference
         between our investment in the joint venture as of July 31, 2004 and the
         estimated proceeds we would receive on sale of this joint venture
         interest. We do not believe that this charge will result in future cash
         expenditures.

         We believe that we will be able to complete a sale of the joint venture
         interest by January 31, 2005, the end of our current fiscal year.
         However, there is no assurance that we will be able to complete this
         sale by that date, if at all, or at the sale price we have estimated.











ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements.

                  None.

         (b)      Pro Forma Financial Information.

                  None.

         (c)      Exhibits

                  99.1.    Press Release of G-III Apparel Group, Ltd. (the
                           "Company") issued on   September 9, 2004 relating to
                           its second quarter fiscal 2005 results.



Limitation on Incorporation by Reference

         In accordance with General Instruction B.2 of Form 8-K, the information
         reported under Item 2.02 shall not be deemed "filed" for purposes of
         Section 18 of the Securities Exchange Act of 1934, nor shall it be
         deemed incorporated by reference in any filing under the Securities Act
         of 1933 or the Securities Exchange Act of 1934, except as shall be
         expressly set forth by specific reference in such a filing.











                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            G-III Apparel Group, Ltd.


                                            By:    /s/ Wayne Miller
                                                -------------------------------
                                                    Wayne S. Miller
                                                       Chief Financial Officer

Dated: September 9, 2004







                            G-III APPAREL GROUP, LTD.

                               For:     G-III Apparel Group, Ltd.

                                        Contact: Investor Relations
                                        James Palczynski
                                        (203) 222-9013

                                        G-III Apparel Group, Ltd.
                                        Wayne S. Miller, Chief Financial Officer
                                        (212) 403-0500


    G-III APPAREL GROUP, LTD. ANNOUNCES SECOND QUARTER FISCAL 2005 RESULTS


         New York, New York - September 9, 2004 -- G-III Apparel Group, Ltd.
(Nasdaq: GIII) today announced operating results for the second quarter of
fiscal 2005.

         For the three-month period ended July 31, 2004, G-III reported net
sales of $43.9 million and a net loss of $1.7 million, or $0.23 per share,
compared to net sales of $45.3 million and net income of $2.7 million, or $0.37
per diluted share, during the comparable period last year. For the six-month
period ended July 31, 2004, G-III reported net sales of $60.4 million and a net
loss of $6.5 million, or $0.91 per share, compared to net sales of $64.0 million
and net income of $91,000, or $0.01 per diluted share, during the comparable
period last year.

         The current three and six month periods include a non-cash charge of
$882,000, equal to $0.12 per share, associated with the Company's decision to
attempt to sell its joint venture interest in a factory in China. The amount of
the charge represents the difference between the Company's current investment of
$1.1 million in the joint venture and the estimated proceeds it would receive on
sale of this joint venture interest.

         Mr. Goldfarb, G-III's Chief Executive Officer, said, "The decision to
sell our share of our 39% joint venture interest in our manufacturing facility
in China is primarily due to current losses and the expectation of continuing
losses for the foreseeable future. We believe this will also provide us with
more flexibilty by allowing us to outsource all of our production. It is our
intention to continue to contract with this facility as a key resource."

         Morris Goldfarb continued, "While our second quarter results continued
to be challenged by a sharp reduction in our higher margin fashion sports
business, they were in line with our plan. Based on good rates of order growth,
a strong consumer appetite for fashion and positive preliminary feedback with
respect to our fall lines, we believe that we are positioned for a solid second
half. While our full year results will not reach last year's level as a result
of the losses in the first half, we expect to see profit growth in the second
half of the year as compared





to last year. Our focus will continue to be on creating compelling product that
offers value to consumers, executing well, maintaining strong customer
relationships, and seeking new growth opportunities across our portfolio of
businesses. We continue to benefit from a position as one of the world's largest
and highest quality outerwear manufacturers and believe that this will lead to
opportunities for growth, diversification, and value for our shareholders."

         Also today, G-III Apparel Group issued guidance for the fiscal year
ending January 31, 2005. For the fiscal year, the Company is forecasting net
sales of approximately $215 million and diluted net income per share between
$0.38 and $0.43. This forecast includes the effects of the previously discussed
charge of $882,000, equal to $0.12 per share.


ABOUT G-III APPAREL GROUP, LTD.

         G-III Apparel Group, Ltd. is a leading manufacturer and distributor of
outerwear and sportswear under licensed labels, our own labels and private
labels. The Company has fashion licenses with Kenneth Cole, Nine WEST,
Timberland, Cole Haan, Cece Cord, Jones Apparel, Sean John, Bill Blass, and
James Dean and sports licenses with the National Football League, National
Hockey League, National Basketball Association, Major League Baseball,
Louisville Slugger, NASCAR, World Poker Tour and more than 60 universities
nationwide. Company-owned labels include, among others, Black Rivet, Colebrook
and Siena Studio.

                  Statements concerning the Company's business outlook or future
economic performance, anticipated revenues, expenses or other financial items;
product introductions and plans and objectives related thereto; and statements
concerning assumptions made or expectations as to any future events, conditions,
performance or other matters are "forward-looking statements" as that term is
defined under the Federal Securities laws. Forward-looking statements are
subject to risks, uncertainties and factors include, but are not limited to,
reliance on foreign manufacturers, the nature of the apparel industry, including
changing customer demand and tastes, reliance on licensed product, seasonality,
customer acceptance of new products, the impact of competitive products and
pricing, dependence on existing management, general economic conditions, as well
as other risks detailed in the Company's filings with the Securities and
Exchange Commission. The Company assumes no obligation to update the information
in this release






                           (FINANCIAL TABLE TO FOLLOW)




G-III APPAREL GROUP, LTD.                                              PAGE: 3
SECOND QUARTER RESULTS OF FISCAL 2005


                   G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
                                  (NASDAQ:GIII)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

               (in thousands, except share and per share amounts)
                                   (Unaudited)



                                                            Three Months Ended              Six Months Ended
                                                         7/31/04            7/31/03        7/31/04            7/31/03
                                                         -------            -------        -------            -------

Net sales                                             $     43,892         $    45,299    $    60,413        $    64,011

Cost of sales                                               33,354              29,618         48,113             43,976
                                                      ------------         -----------    -----------        -----------
Gross profit                                                10,538              15,681         12,300             20,035

Selling, general and administrative expenses                11,707              10,844         21,864             19,603

Write down of equity investment
                                                               882                                882
                                                      ------------         -----------    -----------        -----------

Operating profit (loss)                                     (2,051)              4,837        (10,446)               432
Interest and financing charges, net                            197                 230            270                278
                                                      ------------         -----------    -----------        -----------

Income (loss) before income taxes                           (2,248)              4,607        (10,716)               154

Income tax expense (benefit)                                  (588)              1,889         (4,229)                63
                                                      ------------         -----------    -----------        -----------

Net income (loss)                                     $     (1,660)        $     2,718    $    (6,487)       $        91
                                                      ============         ===========    ===========        ===========

Basic net income (loss) per common share              $      (0.23)        $      0.40    $     (0.91)       $      0.01
                                                      ============         ===========    ===========        ===========

Diluted net income (loss) per common share            $      (0.23)        $      0.37    $     (0.91)       $      0.01
                                                      ============         ===========    ===========        ===========

Weighted average shares outstanding:
      Basic                                              7,162,467           6,879,920      7,140,701          6,877,909
      Diluted                                            7,162,467           7,385,396      7,140,701          7,325,347

BALANCE SHEET DATA (IN THOUSANDS):                                                      At July 31,           At July 31,
                                                                                        ------------          ------------
                                                                                               2004                  2003
                                                                                               ----                  ----
    Working Capital                                                                         $52,658               $47,480
    Cash                                                                                        680                   434
    Inventory                                                                                50,507                59,393
    Total Assets                                                                            106,437               115,017

    Outstanding Borrowings
                                                                                             21,765                33,298

    Total Shareholders' Equity                                                              $59,142               $55,874