EXHIBIT 10.11
 
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[LOGO OF BANK OF AMERICA]                                Amendment to Documents 
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                  AMENDMENT NO. 7 TO BUSINESS LOAN AGREEMENT

      This Amendment No. 7 (the "Amendment") dated as of August 18, 1998, is 
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  A new Paragraph 7.7(f) is added to the Agreement, which reads in 
               its entirety as follows:

               "(f)  Additional contingent debts guaranteeing the debts of the
                     Borrower's majority owned subsidiaries which do not exceed
                     a total principal amount of One Million Five Hundred
                     Thousand Dollars ($1,500,000)."

          2.2  In Paragraph 7.9 of the Agreement, the amount "Twenty-Five
               Million Dollars ($25,000,000)" is substituted for the amount
               "Twenty-One Million Dollars ($21,000,000)."

          2.3  Paragraph 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 unless
                     the Borrower's investment in such transaction is less than
                     a total principal amount of Two Million Dollars
                     ($2,000,000)."

      3.  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.
                                                       

x   /s/ Sally Hoffman                                    x   /s/ Roger G. Ruppert
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By:    Sally Hoffman                                     By:    Roger G. Ruppert
Title: Vice President                                    Title: Senior Vice President-Finance
                                                                and Chief Financial Officer
 

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