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

                           FORM 10-Q/A AMENDMENT #1

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended April 28, 1996

                                       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 
Incorporation or Organization)                        Identification Number)

17422 DERIAN AVENUE, IRVINE, CALIFORNIA                          92714
(Address of Principal Executive Offices)                       (Zip Code)


     Registrant's Telephone Number, Including Area Code:  (714) 863-1171


     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 
                                   ----      ----   

     The number of outstanding shares of registrant's Common Stock, no par
     value, was 16,480,998 shares as of June 4, 1996.



     The Company's Form 10-Q for the quarterly period ended April 28, 1996 is
hereby amended by adding Exhibit 27 which was omitted in such Form 10-Q.

     ITEM 6.  EXHIBITS

          (a)  Exhibit 27. This was filed to Incorporate the Financial Data 
               Schedule.


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                                   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 thereunto duly authorized.

     July 24, 1996                    ST. JOHN KNITS, INC.


                                              /s/ Robert E. Gray
                                              ---------------------------------
                                              Robert E. Gray, Chairman of the
                                              Board and Chief Executive Officer



                                              /s/ Roger G. Ruppert
                                              ---------------------------------
                                              Roger G. Ruppert, Senior Vice
                                              President - Finance, Chief
                                              Financial Officer (Principal
                                              Financial Officer)

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