EXHIBIT 10.2

                               AMENDMENT NO. 11
                                    TO THE
                             ST. JOHN KNITS, INC.
                            1993 STOCK OPTION PLAN

          WHEREAS, St. John Knits, Inc. (the "Corporation") maintains the St.
John Knits, Inc. 1993 Stock Option Plan, as amended (the "Plan");

          WHEREAS, the Board of Directors, after discussion and deliberation,
has determined that it is advisable and in the best interests of the Corporation
and its stockholders to increase the number of shares of the Corporation's
Common Stock (the "Common Stock") which may be issued or delivered pursuant to
the Plan and options granted thereunder by an additional 750,000 shares of
Common Stock (the "Additional Shares"), and to provide that the maximum number
of shares of Common Stock in the aggregate that may be subject to all options
granted under the Plan to any one individual in any calendar year is 150,000
shares; and

          WHEREAS, the Board of Directors has the authority to amend the Plan,
subject, however, to the requisite approval of the Corporation's stockholders in
certain circumstances as set forth in the Plan;

          RESOLVED, that the Plan be, and it hereby is, amended as set forth
below, such amendments to take effect immediately, subject, however, to the
approval of the Corporation's stockholders:

          1.  The first Sentence of Section 5 of the Plan is amended to read as
              follows:

                     "The maximum aggregate number of Shares which may be
                     obtained and sold under this Plan is 2,350,000 Shares of
                     authorized but unissued Common Stock of the Company."

          2.  Section 5 of the Plan is amended by adding the following sentence
              at the end thereof:

                     "The maximum number of Shares in the aggregate that may be
                     subject to all Options granted under this Plan to any one
                     individual in any calendar year is 150,000 shares."

          RESOLVED FURTHER, that the amendments to the Plan approved herein be
presented to the stockholders of the Corporation at the 1998 annual meeting of
stockholders.

 
          IN WITNESS WHEREOF, this Amendment to the Plan is executed as of this
thirteenth day of February, 1998, by the undersigned duly authorized officer of
the Corporation.

                                         ST. JOHN KNITS, INC.


                                         By:   /s/ ROGER G. RUPPERT
                                            --------------------------------
                                         Name:  Roger G. Ruppert
                                         Title: Sr. V.P. Finance/CFO


                                       2