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): March 7, 2005


                              TARRANT APPAREL GROUP
               (Exact Name of Registrant as Specified in Charter)


         CALIFORNIA                   0-26006                    95-4181026
(State or Other Jurisdiction        (Commission               (I.R.S. Employer
      of Incorporation)             File Number)             Identification No.)



              3151 EAST WASHINGTON BOULEVARD
                  LOS ANGELES, CALIFORNIA                          90023
          (Address of Principal Executive Offices)              (Zip Code)


                                 (323) 780-8250
              (Registrant's Telephone Number, Including Area Code)


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-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         Effective  as of March 7, 2005,  through  our  wholly-owned  subsidiary
Private  Brands,  Inc.  we  entered  into  an  Amendment  #2  to  the  Exclusive
Distribution  Agreement dated April 1, 2003 between us and Macy's  Merchandising
Group,  LLC (as  successor to Federated  Merchandising  Group).  Pursuant to the
exclusive  distribution  agreement,  as amended, we supply Macy's  Merchandising
Group with  American  Rag CIE, a casual  sportswear  collection  for juniors and
young men.  Private Brands,  Inc.  designs and manufactures a full collection of
American Rag CIE apparel, which is then sold exclusively in Federated department
stores   across  the  country.   By  the  terms  of  the  Amendment  #2,  Macy's
Merchandising  Group has committed to an annual minimum purchase commitment over
an extended  period of seven years.  The original  agreement  included a minimum
purchase commitment of only two years.

         In connection with the Amendment #2, Private Brands,  Inc. also entered
into a Trademark  Sublicense  Agreement with Macy's Merchandising Group pursuant
to  which  we  granted  Macy's  Merchandising  Group  an  exclusive  license  to
manufacture  and sell men's  apparel other than denim under the American Rag CIE
brand. The trademark  sublicense agreement provides for an initial term expiring
on December 31, 2009,  with two additional  five-year  renewal terms upon mutual
consent of the parties.


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                                    SIGNATURE

         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.


                                   TARRANT APPAREL GROUP

Date:  March 9, 2005               By:           /S/ CORAZON REYES            
                                        --------------------------------------
                                        Corazon Reyes, Chief Financial Officer


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