<PAGE>

<PAGE>
               Section 240.14a-101  Schedule 14A.
          Information required in proxy  statement.
                 Schedule 14A Information
   Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934
                        (Amendment No.  )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
     240.14a-12

                 GIII APPAREL GROUP, LTD.
 .................................................................
     (Name of Registrant as Specified In Its Charter)


 .................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[X]  No fee required
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
           and 0-11

     (1) Title of each class of securities to which transaction
           applies:


     ............................................................

     (2)  Aggregate number of securities to which transaction
           applies:


     .......................................................

     (3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):


     .......................................................

     (4) Proposed maximum aggregate value of transaction:


     .......................................................

     (5)  Total fee paid:


     .......................................................

[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for
     which the offsetting fee was paid previously.  Identify the
     previous filing by registration statement number, or the
     Form or Schedule and the date of its filing.

          (1) Amount Previously Paid:

           
          .......................................................

          (2) Form, Schedule or Registration Statement No.:


          .......................................................

          (3) Filing Party:


          .......................................................

          (4) Date Filed:

            
          .......................................................





<PAGE>

<PAGE>
                                     [Logo]
 
Dear Stockholder:
 
     You  are  cordially  invited  to attend  the  Company's  Annual  Meeting of
Stockholders to  be held  on Thursday,  June  19, 1997  at 10:00  A.M.,  Eastern
Daylight  Time, at the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue,
31st Floor, New York, New York 10103.
 
     The formal Notice of Meeting and the accompanying Proxy Statement set forth
proposals for  your  consideration this  year.  You  are being  asked  to  elect
directors,  approve the adoption of the 1997 Stock Option Plan and to ratify the
appointment  of  Grant  Thornton  LLP   as  the  independent  certified   public
accountants of the Company.
 
     At  the meeting, the Board of Directors  will also report on the affairs of
the Company, and a discussion period will be provided for questions and comments
of general interest to stockholders.
 
     We look forward  to greeting personally  those of  you who are  able to  be
present  at the meeting. However, whether  or not you are able  to be with us at
the meeting, it is important that  your shares be represented. Accordingly,  you
are requested to sign, date and mail, at your earliest convenience, the enclosed
proxy in the envelope provided for your use.
 
     Thank you for your cooperation.
 
                                          Very truly yours,
                                          /s/ MORRIS GOLDFARB
                                          MORRIS GOLDFARB
                                          Chief Executive Officer
 
May 21, 1997





<PAGE>

<PAGE>
                           G-III APPAREL GROUP, LTD.
                              345 WEST 37TH STREET
                            NEW YORK, NEW YORK 10018
                            ------------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 JUNE 19, 1997
                            ------------------------
 
     NOTICE  IS HEREBY  GIVEN that the  Annual Meeting of  Stockholders of G-III
Apparel Group, Ltd. (the 'Company') will be  held on Thursday, June 19, 1997  at
10:00  A.M.,  Eastern Daylight  Time,  at the  offices  of Fulbright  & Jaworski
L.L.P., 666  Fifth  Avenue,  31st Floor,  New  York,  New York  10103,  for  the
following purposes:
 
          (1) To elect nine directors to serve for the ensuing year.
 
          (2)  To approve the 1997 Stock Option  Plan as adopted by the Board of
     Directors.
 
          (3) To consider and act upon  a proposal to ratify the appointment  of
     Grant   Thornton  LLP   as  the  Company's   independent  certified  public
     accountants for the fiscal year ending January 31, 1998.
 
          (4) To transact such  other business as may  properly come before  the
     Annual Meeting or any adjournment thereof.
 
     Only  stockholders of record at the close  of business on May 14, 1997 will
be entitled to notice of  and to vote at the  Annual Meeting or any  adjournment
thereof.
 
     All  stockholders are  cordially invited  to attend  the Annual  Meeting in
person. HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
EACH STOCKHOLDER IS URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF  PROXY
AND  RETURN IT PROMPTLY IN THE ENVELOPE  PROVIDED. No postage is required if the
proxy is mailed in the United States. Stockholders who attend the Annual Meeting
may revoke their proxy and vote their shares in person.
 
                                          By Order of the Board of Directors
 
                                          ALAN FELLER
                                          Secretary
 
New York, New York
M
ay 21, 1997





<PAGE>

<PAGE>
                           G-III APPAREL GROUP, LTD.
                              345 WEST 37TH STREET
                            NEW YORK, NEW YORK 10018
 
                        -------------------------------
                                PROXY STATEMENT
                        -------------------------------
                              GENERAL INFORMATION
 
GENERAL
 
     This  Proxy Statement  (first mailed  to stockholders  on or  about May 21,
1997) is furnished to the holders of Common Stock, par value $.01 per share (the
'Common Stock'), of G-III Apparel Group, Ltd. (the 'Company') in connection with
the solicitation by the Board of Directors of the Company of proxies for use  at
the Annual Meeting of Stockholders (the 'Annual Meeting'), or at any adjournment
thereof,  pursuant to the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting  will be  held on  Thursday, June  19, 1997,  at 10:00  A.M.,
Eastern  Daylight Time, at the offices of Fulbright & Jaworski L.L.P., 666 Fifth
Avenue, 31st Floor, New York, New York 10103.
 
     It is  proposed that  at the  Annual Meeting:  (i) nine  directors will  be
elected,  (ii) the Company's 1997  Stock Option Plan will  be approved and (iii)
the appointment  of  Grant Thornton  LLP  as the  independent  certified  public
accountants  of the Company for the fiscal  year ending January 31, 1998 will be
ratified.
 
     Management currently is  not aware  of any  other matters  which will  come
before  the Annual Meeting. If any other matters properly come before the Annual
Meeting, the persons  designated as proxies  intend to vote  in accordance  with
their best judgment on such matters.
 
     Proxies  for use at the Annual Meeting  are being solicited by the Board of
Directors of the Company.  Proxies will be solicited  chiefly by mail;  however,
certain  officers, directors, employees and agents  of the Company, none of whom
will receive additional compensation therefor, may solicit proxies by telephone,
telegram or  other personal  contact. The  Company  will bear  the cost  of  the
solicitation  of the proxies, including postage, printing and handling, and will
reimburse the reasonable expenses of  brokerage firms and others for  forwarding
material to beneficial owners of shares of Common Stock.
 
REVOCABILITY AND VOTING OF PROXY
 
     A form of proxy for use at the Annual Meeting and a return envelope for the
proxy  are enclosed. Unless otherwise indicated on  the form of proxy, shares of
Common Stock represented by any proxy  in the enclosed form, assuming the  proxy
is  properly executed and received  by the Company prior  to the Annual Meeting,
will be  voted with  respect  to the  following items  on  the agenda:  (i)  the
election  of each of  the nominees for director  as shown on  the form of proxy,
(ii) the approval of the  adoption of the Company's  1997 Stock Option Plan  and
(iii)  the appointment of Grant Thornton LLP as the independent certified public
accountants of the Company.
 
     Stockholders may revoke the authority granted by their execution of a proxy
at any time  prior to the  effective exercise  of the powers  conferred by  that
proxy,  by  filing  with  the  Secretary of  the  Company  a  written  notice of
revocation or a duly executed proxy bearing a later date, or by voting in person
at the meeting.  Shares of Common  Stock represented by  executed and  unrevoked
proxies will be voted in
 

<PAGE>

<PAGE>
accordance with the instructions specified in such proxies. If no specifications
are  given, the proxies intend to vote  the shares represented thereby 'for' the
election of each of  the nominees for  director as shown on  the form of  proxy,
'for'  the approval of the adoption of the  1997 Stock Option Plan and 'for' the
ratification of  the  appointment  of  Grant Thornton  LLP  as  the  independent
certified  public accountants of the Company,  and in accordance with their best
judgment on any other matters which may properly come before the meeting.
 
RECORD DATE AND VOTING RIGHTS
 
     On May 14, 1997, there were  6,477,656 shares of Common Stock  outstanding,
each  of which shares  is entitled to  one vote upon  each of the  matters to be
presented at the  Annual Meeting. Only  stockholders of record  at the close  of
business  on May 14,  1997 are entitled to  notice of and to  vote at the Annual
Meeting or any adjournment thereof. The holders of a majority of the outstanding
shares of Common Stock, present in person or by proxy and entitled to vote, will
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will
be counted for purposes of determining the presence or absence of a quorum,  but
will  not  be counted  with respect  to  the specific  matter being  voted upon.
'Broker non-votes' are shares held by  brokers or nominees which are present  in
person  or represented by proxy, but which  are not voted on a particular matter
because instructions have not been received from the beneficial owner.
 
     The affirmative vote of the holders of a plurality of the shares of  Common
Stock  present in  person or represented  by proxy  and entitled to  vote at the
Annual Meeting is required for the  election of directors. The affirmative  vote
of  the holders of a majority of the shares of Common Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting is required  for
the  approval of  the 1997  Stock Option  Plan and  for the  ratification of the
appointment of Grant Thornton LLP.
 
                                       2
 

<PAGE>

<PAGE>
                    BENEFICIAL OWNERSHIP OF COMMON STOCK BY
                      CERTAIN STOCKHOLDERS AND MANAGEMENT
 
     The following table sets forth information  as of April 1, 1997 (except  as
otherwise  noted in  the footnotes)  regarding the  beneficial ownership  of the
Company's Common  Stock  of:  (i)  each  person known  by  the  Company  to  own
beneficially  more than five percent of  the outstanding Common Stock; (ii) each
director and nominee for director of  the Company; (iii) each executive  officer
named  in the Summary  Compensation Table (see  'Executive Compensation' below);
and (iv) all directors and executive officers of the Company as a group.  Except
as  otherwise  specified, the  named beneficial  owner has  the sole  voting and
investment power over the shares listed.
 

<TABLE>
<CAPTION>
                                                                          AMOUNT AND NATURE OF       PERCENTAGE
                                                                         BENEFICIAL OWNERSHIP OF         OF
                 NAME AND ADDRESS OF BENEFICIAL OWNER                         COMMON STOCK          COMMON STOCK
- ----------------------------------------------------------------------   -----------------------    ------------
 
<S>                                                                      <C>                        <C>
Aron Goldfarb(1)......................................................          1,241,816(2)            18.8%
Morris Goldfarb(1)....................................................          2,271,849(3)            33.9%
Lyle Berman ..........................................................            308,530(4)             4.8%
  433 Bushaway Road
  Wayzata, MN 55391
Thomas J. Brosig .....................................................             13,400(5)           *
  4695 Forestview Lane
  Plymouth, MN 55442
Alan Feller(1)........................................................             47,275(6)           *
Carl Katz(1)..........................................................             42,850(7)           *
Willem van Bokhorst ..................................................              4,860(8)           *
  c/o Smeets Thesseling van Bokhorst Spigt
  805 Third Avenue
  New York, NY 10022
Sigmund Weiss ........................................................             11,625(9)           *
  c/o Green & Weiss
  225 West 34th Street
  New York, NY 10001
George J. Winchell ...................................................              1,650(10)          *
  c/o Sea Oaks
  8785 Lakeside Boulevard
  Vero Beach, FL 32963
Dimensional Fund Advisors Inc.(11) ...................................            425,365                6.6%
  1299 Ocean Avenue
  11th Floor
  Santa Monica, CA 90401
Jeanette Nostra-Katz(1)...............................................             77,300(12)            1.2%
Keith S. Jones(1).....................................................             59,075(13)          *
All directors and executive officers as a group (16 persons)..........          4,162,305(14)           58.2%
</TABLE>

 
- ------------
 
*    Less than one percent.
 
 (1) The address of such individual is  c/o G-III Apparel Group, Ltd., 345  West
     37th Street, New York, New York 10018.
 
 (2) Includes  118,750 shares  of Common Stock  which may be  acquired within 60
     days upon the exercise of options.
 
                                              (footnotes continued on next page)
 
                                       3
 

<PAGE>

<PAGE>
(footnotes continued from previous page)
 
 (3) Includes 233,750 shares  of Common Stock  which may be  acquired within  60
     days upon the exercise of options.
 
 (4) Includes  8,530 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (5) Includes 10,250 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (6) Includes 42,775 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (7) Includes 42,350 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (8) Includes an aggregate of  210 shares held by  Mr. van Bokhorst's  children.
     Mr.  van Bokhorst expressly disclaims beneficial ownership of these shares.
     Also includes 1,650 shares of Common Stock which may be acquired within  60
     days upon the exercise of options granted.
 
 (9) Includes 10,050 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
(10) Shares may be acquired within 60 days upon the exercise of options.
 
(11) Information  is derived from the Schedule  13G, dated February 5, 1997 (the
     'DFA Schedule 13G'), filed by  Dimensional Fund Advisors Inc. ('DFA')  with
     the  Commission. The  DFA Schedule  13G states that  DFA is  deemed to have
     beneficial ownership  as of  December 31,  1996 of  425,365 shares  of  the
     Common  Stock, all of which shares are owned by advisory clients of DFA, no
     one of which, to the knowledge of DFA, owns more than 5% of the outstanding
     Common Stock.
 
(12) Includes 76,800 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
(13) Includes 31,075 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
(14) Includes an aggregate  of 652,205 shares  which may be  acquired within  60
     days upon the exercise of options.
 

                    PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
 
     Nine  directors (constituting  the entire Board)  are to be  elected at the
Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted  in
favor  of the persons  named below (all  of whom are  currently directors of the
Company) to serve until the next annual meeting of stockholders and until  their
respective  successors shall  have been  duly elected  and qualified.  If any of
these nominees becomes unavailable for any reason, or if a vacancy should  occur
before  the election, the shares represented by  the proxy will be voted for the
person, if any,  who is  designated by  the Board  of Directors  to replace  the
nominee  or to fill the vacancy on the  Board. All nominees have consented to be
named and  have  indicated  their intent  to  serve  if elected.  The  Board  of
Directors  has no reason to  believe that any of the  nominees will be unable to
serve or that any vacancy on the Board of Directors will occur.
 
                                       4
 

<PAGE>

<PAGE>
     The nominees, their respective ages, the year in which each first became  a
director of the Company and their principal occupations or employment during the
past five years are as follows:
 

<TABLE>
<CAPTION>
                                       YEAR FIRST
                                         BECAME                           PRINCIPAL OCCUPATION
           NOMINEE              AGE     DIRECTOR                       DURING THE PAST FIVE YEARS
- -----------------------------   ---    ----------   ----------------------------------------------------------------
<S>                             <C>    <C>          <C>
Morris Goldfarb..............   46        1974      Chief Executive Officer of the Company. Until April 1997, served
                                                      as  either President or Vice President  of the Company and its
                                                      predecessors since its  formation in 1974.  Director of  Grand
                                                      Casinos, Inc.
Aron Goldfarb................   74        1974      Chairman  of  the Board  of  the Company.  Until  December 1994,
                                                      served as either  President or Vice  President of the  Company
                                                      and  its  predecessors  since  its formation  in  1974.  As of
                                                      January 1,  1995,  Mr. Goldfarb  became  a consultant  to  the
                                                      Company.
Lyle Berman..................   55        1989      Since  February 1991,  Chairman and  Chief Executive  Officer of
                                                      Grand  Casinos,  Inc.  Since  May  1994,  Chairman  and  Chief
                                                      Executive  Officer of  Rainforest Cafe Inc.  Director of Grand
                                                      Casinos, Inc., Innovative Gaming  Corporation of America,  New
                                                      Horizon   Kids   Quest,  Inc.,   Rainforest  Cafe,   Inc.  and
                                                      Stratosphere Corporation.
Thomas J. Brosig.............   47        1992      Mr. Brosig has  been employed  by Grand Casinos,  Inc. for  more
                                                      than  the  past five  years  in various  capacities  and since
                                                      September 1996 has served as its President and Chief Executive
                                                      Officer. Director of  Grand Casinos, Inc.  and Game  Financial
                                                      Corporation.
Alan Feller..................   55        1995      Executive   Vice  President,  Treasurer  and  Secretary  of  the
                                                      Company. Mr. Feller has served  as Chief Financial Officer  of
                                                      the  Company since January 1990 and Chief Operating Officer of
                                                      the Company since July 1995.
Carl Katz....................   57        1989      Executive Vice President of the Siena Leather division ('Siena')
                                                      of the Company. Mr. Katz has been an executive of Siena  since
                                                      1981.
Willem van Bokhorst..........   51        1989      Partner   in  the  Netherlands  Antilles   law  firm  of  Smeets
                                                      Thesseling van  Bokhorst Spigt  for more  than the  past  five
                                                      years.
Sigmund Weiss................   76        1974      Certified  public  accountant  since  1948.  Operated  a general
                                                      accounting practice  for  the  past 35  years.  Served  as  an
                                                      accountant for the Company since its inception.
George J. Winchell...........   71        1990      Retired  as Senior Vice  President of W.R. Grace  & Co. in 1994.
                                                      Since joining W.R. Grace  & Co. in  1949, held positions  with
                                                      controller's office, the Specialty Chemicals Group, the Office
                                                      of the President and the Retail Group.
</TABLE>

 
     Aron  Goldfarb and Morris  Goldfarb are father  and son, respectively. Carl
Katz and Jeanette Nostra-Katz, Executive  Vice President of Siena and  President
of the Company, are married to each other.
 
     The  Board of Directors of the Company has several committees, including an
Executive  Committee,  Audit  Committee,   Option  Committee  and   Compensation
Committee. During the fiscal year
 
                                       5
 

<PAGE>

<PAGE>
ended January 31, 1997, each director in office during such fiscal year attended
not  less than 75% of the aggregate number of meetings of the Board of Directors
and of meetings of committees of the Board on which he served, except for Thomas
J. Brosig  who missed  one Board  meeting.  The Board  of Directors  held  three
meetings during the fiscal year ended January 31, 1997.
 
     The  Executive Committee,  composed of  Morris Goldfarb,  Aron Goldfarb and
Carl Katz, is vested with the powers  of the Board of Directors, to the  fullest
extent  permitted by law, between meetings of the Board. The Executive Committee
acted by unanimous written consent one time in the fiscal year ended January 31,
1997.
 
     The Audit Committee, composed of Lyle Berman, Sigmund Weiss and Willem  van
Bokhorst,  is charged  with reviewing the  Company's audit and  meeting with the
Company's independent accountants to review the Company's internal controls  and
financial  management practices. The Audit Committee  met once during the fiscal
year ended January 31, 1997, with all members of the Committee in attendance.
 
     The Option Committee, composed of George Winchell and Willem van  Bokhorst,
is  empowered to  oversee and  make all  decisions regarding  the Company's 1989
Stock Option Plan (the '1989 Plan') and, if approved by the stockholders at  the
Annual  Meeting, the 1997 Stock Option Plan  (the '1997 Plan') (see Proposal 2),
functioning as the 'Committee' under both  plans. The Option Committee acted  by
unanimous  written consent six times in the  fiscal year ended January 31, 1997.
The G-III Apparel Group, Ltd. Stock Option Plan For Non-Employee Directors  (the
'Non-Employee Directors Plan') is administered by the Board of Directors.
 
     The Compensation Committee, composed of Thomas J. Brosig and Sigmund Weiss,
is  empowered to establish and review compensation practices and policies of the
Company. The Compensation  Committee is  empowered to recommend  and/or set  the
compensation for the executive officers and key employees of the Company as well
as authorize and approve employment agreements.
 
VOTE REQUIRED
 
     The  nine nominees receiving the highest number of affirmative votes of the
shares present in person or represented by  proxy and entitled to vote for  them
shall  be elected as directors.  Only votes cast for  a nominee will be counted,
except that the accompanying proxy will be voted for all nominees in the absence
of instructions to the contrary. Abstentions, broker non-votes and  instructions
on  the accompanying proxy  card to withhold  authority to vote  for one or more
nominees will not be counted as a vote for any such nominee.
 
     THE BOARD OF DIRECTORS DEEMS THE ELECTION AS DIRECTORS OF THE NINE NOMINEES
LISTED ABOVE TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
R
ECOMMENDS A VOTE 'FOR' THEIR ELECTION.
 
                                       6
 

<PAGE>

<PAGE>

                             EXECUTIVE COMPENSATION
 
     The following table sets forth information concerning all cash and non-cash
compensation awarded to,  earned by  or paid  to the  Company's chief  executive
officer  and each of  the four other most  highly compensated executive officers
for the fiscal year ended January 31, 1997 for services in all capacities to the
Company and its subsidiaries.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                          ANNUAL                  LONG-TERM
                                                      COMPENSATION(1)            COMPENSATION
                                             ---------------------------------   ------------
                                                                  OTHER ANNUAL     OPTIONS          ALL OTHER
   NAME AND PRINCIPAL POSITION     YEAR(2)   SALARY($)  BONUS($)  COMPENSATION       (#)        COMPENSATION($)(3)
- ---------------------------------  -------   --------   -------   ------------   ------------   ------------------
 
<S>                                <C>       <C>        <C>       <C>            <C>            <C>
Morris Goldfarb .................    1997    $495,000   $84,000     $ 50,000(5)      40,000          $ 14,633
  Chief Executive Officer(4)         1996    $495,000     --          --             25,000          $ 14,633
                                     1995    $605,917                 --            140,500          $ 14,628
Jeanette Nostra Katz ............    1997    $225,000   $40,000       --             --              --
  President(4)                       1996    $220,673   $ 5,000       --             10,000          --
                                     1995    $249,017     --          --             12,500          --
Michael Laskau ..................    1997    $210,000   $40,795(7)     --            --              --
  Vice President-Women's             1996    $210,000   $ 5,000       --              5,000          --
  Non-Branded Division of G-III      1995    $123,745     --          --             12,500
  Leather Fashions, Inc.(6)
Alan Feller .....................    1997    $205,000   $25,000       --             --              --
  Executive Vice President,          1996    $192,019   $ 5,000       --             10,000          --
  Treasurer and Secretary            1995    $196,154     --                         12,000
Keith S. Jones ..................    1997    $180,000   $25,000       --             --              --
  Vice President-Foreign             1996    $180,000   $ 5,000       --              5,000          --
  Manufacturing of G-III Leather     1995    $197,081     --                         --
  Fashions, Inc.
</TABLE>

 
- ------------
 
(1) Amounts reflected do  not include  perquisites and  other personal  benefits
    received by any named executive, which, in all instances, were less than the
    lesser  of $50,000 or 10%  of the total of  annual salary and bonus reported
    for the named executive.
 
(2) Represents the fiscal year ended January 31 of that year.
 
(3) Amounts represent  insurance premiums  paid  by the  Company for  term  life
    insurance for the benefit of Mr. Goldfarb's wife.
 
(4) Ms.  Nostra  Katz  became President  of  the  Company in  April  1997. Prior
    thereto, Mr. Goldfarb was also President of the Company and Ms. Nostra  Katz
    was an Executive Vice President of the Company.
 

(5) Represents  a contribution to  a supplemental pension  trust pursuant to the
    terms of Mr. Goldfarb's employment agreement. See 'Employment Agreements.'

 

(6) Mr. Laskau has been employed by the Company since July 1994.

 

(7) Includes a performance bonus  in the amount of  $15,795 paid in fiscal  1997
    with respect to fiscal 1996.

 
                                       7
 

<PAGE>

<PAGE>
     The  following table sets forth information  on option grants in the fiscal
year ended January  31, 1997 to  the persons named  in the Summary  Compensation
Table.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 

<TABLE>
<CAPTION>
                                              % OF TOTAL                                  POTENTIAL REALIZABLE
                                 NUMBER OF      OPTIONS                                     VALUE AT ASSUMED
                                 SECURITIES   GRANTED TO                                    ANNUAL RATES OF
                                 UNDERLYING    EMPLOYEES    EXERCISE                          STOCK PRICE
                                  OPTIONS      IN FISCAL     PRICE       EXPIRATION         APPRECIATION FOR
              NAME                GRANTED       YEAR(1)      ($/SH)         DATE             OPTION TERM(2)
- -------------------------------- ----------   -----------   --------    -------------     --------------------
                                                                                            5%          10%
                                                                                          -------    --------
 <S>                              <C>          <C>           <C>         <C>               <C>         <C>
Morris Goldfarb.................    40,000        43.5%      $ 2.75     June 18, 2006     $69,200     $175,200
</TABLE>

 
- ------------
 
(1) Based upon options to purchase 92,000 shares granted to all employees in the
    fiscal year ended January 31, 1997.
 
(2) These  amounts represent assumed  rates of appreciation in  the price of the
    Common Stock  during the  terms  of the  options  in accordance  with  rates
    specified  in applicable  federal securities  regulations. Actual  gains, if
    any, on stock option exercises will depend on the future price of the Common
    Stock and overall  market conditions.  There is no  representation that  the
    rates of appreciation reflected in this table will be achieved.
 
     The  following  table sets  forth information  with respect  to unexercised
stock options held  at January  31, 1997  by the  persons named  in the  Summary
Compensation  Table. There were  no exercises of options  to purchase the Common
Stock by such individuals during the fiscal year ended January 31, 1997.
 
              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                            NUMBER OF UNEXERCISED            VALUE OF UNEXERCISED
                                                               OPTIONS HELD AT             IN-THE-MONEY OPTIONS AT
                                                               FISCAL YEAR END              FISCAL YEAR END($)(1)
                                                         ----------------------------    ----------------------------
                         NAME                            EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
- ------------------------------------------------------   -----------    -------------    -----------    -------------
 
<S>                                                      <C>            <C>              <C>            <C>
Morris Goldfarb.......................................     233,750          50,500        $ 301,875        $75,750
Jeanette Nostra Katz..................................      76,800          19,250        $ 107,700        $28,875
Michael Laskau........................................      11,500           6,000        $  13,500        $ 9,000
Alan Feller...........................................      42,775           8,100        $  56,663        $12,150
Keith S. Jones........................................      31,075           9,050        $  42,863        $13,575
</TABLE>

 
- ------------
 
(1) Computed based on the  difference between the last  sale price per share  of
    the Common Stock of $3.50 on January 31, 1997 and the exercise price.
 
EMPLOYMENT AGREEMENTS
 
     The  Company  has an  employment agreement  with Morris  Goldfarb effective
through January  31, 1998.  The agreement  renews annually  unless either  party
notifies  the other  of its or  his intent  not to renew  within 90  days of the
scheduled  termination  date  thereof.  The   agreement  provides  for  a   base
 
                                       8
 

<PAGE>

<PAGE>
annual  salary of  $650,000, with  increases at the  discretion of  the Board of
Directors. During the fiscal year ended January 31, 1997, Mr. Goldfarb was  paid
at  the rate  of $495,000  per year  pursuant to  his voluntarily  agreeing to a
reduction in his salary. Effective March  1, 1997, Mr. Goldfarb's annual  salary
was  reinstated to $650,000.  The agreement also provides  for a $2,000,000 life
insurance policy which names  Mr. Goldfarb's wife as  beneficiary and an  annual
incentive  bonus equal to  varying percentages of pre-tax  income (as defined in
the employment agreement) if pre-tax income exceeds $2,000,000. The  percentages
vary  from 3%  of pre-tax  income in excess  of $2,000,000  up to  6% of pre-tax
income in excess of $2,000,000 if pre-tax income exceeds $4,000,000. Pursuant to
the agreement, the Company  will contribute $50,000 per  year to a  supplemental
pension  trust for Mr. Goldfarb's  benefit for each year  in which net after-tax
income (as defined in the employment agreement) exceeds $1,500,000. In addition,
pursuant to  the  employment agreement,  in  the event  that  Morris  Goldfarb's
employment  is terminated  (i) by  the Company without  cause or  (ii) by Morris
Goldfarb because of a material breach by the Company of the agreement, in either
case at any time after a 'Change in Control' (as defined in the agreement), then
Mr. Goldfarb will be entitled  to receive from the  Company, in general, (a)  an
amount  equal to 2.99  times his base salary  and bonus, as  well as (b) certain
employment-related benefits for  a period of  three years from  the date of  his
termination.
 
     The Company has an agreement with Alan Feller, providing for the payment to
Mr.  Feller of a base  annual salary of $160,000.  Mr. Feller is currently being
paid at the  rate of  $205,000 per  year. The  agreement also  provides for  the
continued payment to Mr. Feller of his salary for a period of one year (or until
Mr. Feller gains satisfactory comparable employment, if a lesser period), in the
event he is terminated for other than 'cause' (as specified in the agreement).
 
COMPENSATION OF DIRECTORS
 
     Directors  who  are not  employees or  consultants  of the  Company receive
$5,000 per year, in addition to $500 for each meeting of the Board attended  and
$500   for  each  meeting  of  each   Committee  of  the  Board  attended,  plus
reimbursement of reasonable out-of-pocket  expenses incurred in connection  with
attendance at Board of Directors' meetings.
 
     Aron  Goldfarb, a  director of  the Company,  acts as  a consultant  to the
Company and is paid  at the rate  of $1,000 per month  for services rendered  in
such capacity. In June 1996, Mr. Goldfarb was granted options to purchase 25,000
shares  of Common Stock at a price of  $2.75 per share, the closing price of the
Common Stock on the date of grant. The options vested six months after the  date
of grant and are exercisable for ten years from the date of grant. These options
were  granted to  Mr. Goldfarb  in connection with  the renewal  of his personal
guarantee with respect to a portion of the Company's bank debt.
 
Non-Employee Directors Plan
 
     Pursuant to  the Non-Employee  Directors  Plan, the  Company  automatically
grants  options on an annual basis to members  of its Board of Directors who are
not  also  employees  of,  or  consultants  to,  the  Company  (a  'Non-Employee
Director').  A maximum of 31,500 shares of  Common Stock may be issued under the
Non-Employee Directors Plan. Each Non-Employee Director is automatically granted
an option to  purchase 1,000 shares  of the  Company's Common Stock  on the  day
after  each annual meeting of the Company's stockholders (each, a 'Grant Date').
All options are exercisable at a per  share exercise price equal to the  closing
sales  price  of a  share  of Common  Stock  on the  Grant  Date. The  Plan will
terminate on June 25, 2001, unless sooner terminated by the Board.
 
                                       9
 

<PAGE>

<PAGE>
     In general, an option granted under the Non-Employee Directors Plan becomes
exercisable in equal increments of 200 shares on each of the first through fifth
anniversaries of the date the option  is granted, and subject to the  foregoing,
may be exercised during the ten-year period from the date the option is granted.
However,  a Non-Employee Director who ceases to perform services for the Company
will have three months (one year in  the case of termination by reason of  death
or  total disability) to exercise such person's  options, but only to the extent
otherwise exercisable under the vesting schedule.
 
     The Non-Employee Directors Plan is  administered by the Board of  Directors
of  the Company.  The Board  of Directors  may amend  the Non-Employee Directors
Plan, except that, in general, any amendment which would increase the  aggregate
number  of shares of Common  Stock as to which options  may be granted under the
Plan, materially increase the  benefits under the Plan,  or modify the class  of
persons eligible to receive options under the Plan, requires the approval of the
Company's stockholders.
 
C
OMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
     The  report of the Compensation Committee  shall not be deemed incorporated
by reference  by any  general statement  incorporating by  reference this  proxy
statement into any filing under the Securities Act of 1933, as amended, or under
the  Securities Exchange Act of 1934, as  amended, except to the extent that the
Company specifically incorporates this information  by reference, and shall  not
otherwise be deemed filed under such Acts.
 
     General.  The  Compensation  Committee  consists of  Thomas  J.  Brosig and
Sigmund Weiss. The Company's compensation  policies have evolved over the  years
since  the Company's initial public stock offering in December 1989. At the time
of the public offering and periodically  since then, the compensation levels  of
the Company's executive officers were reviewed and compared to officers of other
publicly  held apparel companies. The Company adopted  the 1989 Plan in 1989 and
increased the number of shares subject to the 1989 Plan in January 1992 and June
1994. The 1989 Plan is administered  by the Option Committee, which is  composed
of  Willem van Bokhorst  and George J.  Winchell, who shall  also administer the
1997 Plan, if approved by the stockholders at the Annual Meeting.
 
     One  of  the  Company's  strengths   is  a  strong  management  team.   The
compensation  program is designed  to enable the Company  to attract, retain and
reward capable  employees  who  contribute  to  the  Company's  success.  Equity
participation and a strong alignment to stockholders' interests are key elements
of  the Company's compensation philosophy.  The Company's executive compensation
policies are  intended to  (i)  attract and  retain  the most  highly  qualified
managerial  and executive talent; (ii)  afford appropriate incentives to produce
superior performance; (iii) emphasize sustained performance by aligning  rewards
with  stockholder interests; (iv)  motivate executives and  employees to achieve
the Company's annual and long-term business goals; and (v) reward executives for
superior individual contributions to the  Company. To implement these  policies,
the  Board designed an executive compensation program consisting, in general, of
base salary, annual bonus plan and stock options.
 
     Base Salary. Base salaries reflect individual responsibilities, experience,
leadership and contribution to the success  of the Company. Prior to the  fiscal
year  ended  January 31,  1995 ('fiscal  1995'),  annual salary  adjustments had
previously been determined by  evaluating the performance  of the executive  and
any  increased responsibilities assumed by the executive, the performance of the
Company and  the  competitive  marketplace. During  fiscal  1995,  however,  the
Company reduced the
 
                                       10
 

<PAGE>

<PAGE>
salaries  of its mid-level and senior executives  in connection with a review of
operating expenses  in light  of the  difficult business  climate faced  by  the
Company.  In the fiscal years ended January 31, 1996 ('fiscal 1996') and January
31, 1997 ('fiscal  1997'), the  Company generally maintained  salaries at  prior
year  levels except for a limited number  of increases based on individual merit
or a significant increase in responsibility.
 
     Annual Bonuses.  Commencing  with  fiscal  1996,  the  Company's  executive
officers,  other than Morris Goldfarb, were  entitled to receive an annual bonus
under an  Incentive  Compensation  Program.  Under  this  program,  bonuses  for
merchandise  division  officers  and key  personnel  based in  part  on targeted
division performance and in part on targeted overall Company performance,  while
bonuses  for  administrative officers  and key  personnel  were based  solely on
targeted overall Company performance. No bonuses were paid in fiscal 1996  under
the  Incentive Compensation Program, although it  was determined that due to the
extraordinary level of effort of Company personnel which resulted in significant
improvements in fiscal 1996 compared to fiscal 1995, it would be appropriate  to
pay  bonuses ranging from one week's salary to $5,000 to many Company personnel.
Due to  the realignment  of the  Company's merchandise  divisions during  fiscal
1997,  the Incentive  Compensation Program  was discontinued  and replaced  by a
discretionary bonus program. Under this program, if the Company's overall profit
target is met, management personnel are entitled to receive bonuses,  determined
by  Morris Goldfarb,  the Chief  Executive Officer of  the Company,  based on an
evaluation of the  executive's individual  performance and  contribution to  the
Company's results of operations. The Company's profit target for fiscal 1997 was
met  and the bonuses awarded  to Ms. Nostra Katz  and Messrs. Laskau, Feller and
Jones are set forth in the Summary Compensation Table.
 
     Mr. Goldfarb  has  a performance-based  incentive  bonus provision  in  his
employment  agreement.  This incentive  provision is  intended to  recognize Mr.
Goldfarb's unique role in overall management and corporate strategy and  provide
incentive  compensation based on overall performance by the Company. Pursuant to
the terms of his employment agreement, Mr. Goldfarb was paid a bonus of  $84,000
with respect to fiscal 1997.
 
     Stock Options. The Compensation Committee endorses the position that equity
ownership by management is beneficial in aligning management's and stockholders'
interests in the enhancement of stockholder value. Stock option awards provide a
long-term  view  and  incentives  tied  to  growth  in  stockholder  values. The
Committee  strongly  believes  that  the  compensation  program  should  provide
employees  with an opportunity to increase  their ownership and potentially gain
financially from  Company stock  price  increases. By  this approach,  the  best
interests  of stockholders, executives and employees will be closely aligned. As
there are only approximately 28,600 shares available for option grants under the
1989 Plan, the Compensation Committee believes  that it is appropriate to  adopt
the  1997 Plan in order  to have additional options  authorized and available to
meet the Company's needs.
 
     The Committee  believes that  the use  of stock  options as  the basis  for
long-term  incentive compensation meets the  Company's compensation strategy and
business needs of the Company by achieving increased value for stockholders  and
retaining  key employees. The Committee intends  to work closely with the Option
Committee to achieve these goals.
 

<TABLE>
<S>                                                        <C>
                 COMPENSATION COMMITTEE                                        OPTION COMMITTEE
                    Thomas J. Brosig                                          Willem van Bokhorst
                      Sigmund Weiss                                           George J. Winchell
</TABLE>

 
                                       11
 

<PAGE>

<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Morris Goldfarb, Chief Executive Officer and a director of the Company,  is
a  director of Grand Casinos, Inc. Thomas  J. Brosig, a director of the Company,
is a  director of  Grand  Casinos, Inc.  and is  also  the President  and  Chief
Operating  Officer of  Grand Casinos, Inc.  Mr. Brosig served  as Executive Vice
President of Administration and Finance of the Company from August 1989  through
March 1990.
 
COMPARATIVE PERFORMANCE BY THE COMPANY
 
     The  Securities and Exchange  Commission requires the  Company to present a
chart comparing the cumulative total stockholder return on its Common Stock with
the cumulative total stockholder return of  (i) a broad equity market index  and
(ii)  a published industry index  or peer group. This  chart compares the Common
Stock with (i) the S&P 500 Composite Index and (ii) the S&P Textiles Index,  and
assumes  an investment of $100 on January 31,  1992 in each of the Common Stock,
the stocks comprising the S&P 500 Composite Index and the stocks comprising  the
S&P Textile Index.
 
                           G-III APPAREL GROUP, LTD.
                     COMPARISON OF CUMULATIVE TOTAL RETURN
                      (JANUARY 31, 1992-JANUARY 31, 1997)


                                 [GRAPH]
                              G-III    S&P 500     S&P TEXTILE
                              -----    -------     -----------
                1/31/92        100        100          100
                1/31/93        141        105          103
                1/31/94         59        114           73
                1/31/95         24        113           71
                1/31/96         43        153           79
                1/31/97         52        189          109

 

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
 
     To the Company's knowledge, the Company's directors, executive officers and
beneficial  owners of more than ten percent of the Company's Common Stock are in
compliance with the reporting requirements of Section 16(a) under the Securities
Exchange Act of 1934, as amended.
 
 
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     In September 1986, the New York City Industrial Development Agency  ('IDA')
issued  $1,442,000 of  floating rate Industrial  Development Revenue  Bonds to a
commercial bank  for  the purpose  of  acquiring and  renovating  real  property
located   at   345   West   37th   Street   in   New   York   City   (the   '345
 
                                       12
 

<PAGE>

<PAGE>
Property'). Simultaneously, the  IDA leased the  345 Property for  a term of  15
years  to 345  West 37th  Corp. ('345  Corp.'), a  company owned  and managed by
Morris Goldfarb and Aron Goldfarb, for  sublease to a subsidiary of the  Company
as  its headquarters. Monthly rental  payments are due under  the sublease in an
amount equal to  the aggregate  of all amounts  due under  the bonds  (including
principal, redemption premium, if any, and interest), plus real estate taxes and
building  operating  expenses.  Two  of the  Company's  subsidiaries  and Morris
Goldfarb and Aron  Goldfarb (collectively, the  'Guarantors'), have jointly  and
severally  guaranteed  the  payments and  obligations  under the  lease  and the
payment of principal and interest on the bonds.
 
     In April  1988,  345 Corp.  received  a loan  in  the principal  amount  of
$1,153,000  from the  New York Job  Development Authority  (the 'Authority'), to
assist 345 Corp.  in its  renovation of  the 345  Property. The  loan, which  is
financed by long-term bonds issued by the Authority, is for a period of 15 years
and  is repayable in principal installments of $10,689 monthly, plus interest at
a variable rate, not to  exceed 1 1/2% above the  Authority's cost of the  funds
loaned.  At January 31, 1997, the interest rate on and the outstanding principal
amount of the loan were 8.25% and approximately $654,000, respectively. Each  of
the Guarantors has guaranteed the loan.
 
     Each  of  Morris  Goldfarb and  Aron  Goldfarb have  jointly  and severally
guaranteed up to $2.5 million of  the Company's bank debt. Additionally,  Morris
Goldfarb  has  pledged  250,000 shares  of  the  Common Stock  owned  by  him as
additional security for the Company's bank debt. In consideration of the renewal
in June 1996 of these guarantees and Mr. Goldfarb's pledge, the Company  granted
to  Morris Goldfarb options to purchase 40,000 shares of Common Stock at a price
of $2.75 per share  and to Aron  Goldfarb options to  purchase 25,000 shares  of
Common Stock at a price of $2.75 per share.
 
     Each  of Morris Goldfarb and Lyle Berman and/or related family partnerships
or trusts  for  the  benefit of  their  children  are beneficial  owners  of  an
aggregate  of more than  10% of the  fully diluted common  equity of Wilsons The
Leather Experts Inc. ('Wilsons'),  a retail leather apparel  chain. Each of  Mr.
Goldfarb  and Mr. Berman  is also a  director of Wilsons.  During the year ended
January 31, 1997, sales  by the Company to  Wilsons accounted for  approximately
$6,741,000 of the Company's net sales.
 
 
                  PROPOSAL NO. 2 -- APPROVAL OF THE ADOPTION
                         OF THE 1997 STOCK OPTION PLAN
 
     On  April 17, 1997,  the Board of  Directors adopted the  1997 Stock Option
Plan (the '1997 Plan'),  subject to approval by  the stockholders at the  Annual
Meeting.  The Company  believes that stock  option awards enable  the Company to
provide personnel  with  a long-term  view  and  incentives tied  to  growth  in
stockholder values. As only approximately 28,600 shares are available for option
grants  under the 1989 Plan, the Board believes that it is in the best interests
of the Company to adopt  a new stock option plan.  The 1997 Plan is intended  to
encourage  ownership of  the Common  Stock by  those persons  who are considered
likely to  contribute to  the growth  and profitability  of the  Company and  to
provide  incentives to those persons to use  their best efforts on behalf of the
Company and its subsidiaries. The Board believes that the 1997 Plan will advance
the interests of  the Company  and its  stockholders by  providing, through  the
grant  of options  to purchase  shares of  Common Stock,  a larger  personal and
financial interest in the success of  the Company to those persons selected  for
participation in the 1997 Plan.
 
     The  following summary  of the  1997 Plan is  qualified in  its entirety by
reference to the terms of the Plan, a copy of which is attached as Appendix A.
 
                                       13
 

<PAGE>

<PAGE>
     The 1997 Plan provides  for the granting of  options to purchase shares  of
Common  Stock to employees of the Company  or a subsidiary and to consultants to
and directors of the Company or a  subsidiary who are not employees. A total  of
500,000  shares of Common Stock will be issuable under the 1997 Plan and options
for no more than  100,000 shares may  be granted to any  employee in any  fiscal
year.  Both limitations are subject to appropriate  adjustment in the event of a
stock dividend, stock split or other  capital change. The Common Stock  issuable
upon exercise of options granted under the 1997 Plan will be registered pursuant
to  a Registration Statement  on Form S-8  under the Securities  Act of 1933, as
amended.
 
     In general,  the option  exercise price  may not  be less  than par  value;
however,  with  respect  to  options intended  to  qualify  as  'incentive stock
options' within  the  meaning  of  Section 422  of  the  Internal  Revenue  Code
('Incentive  Stock Options') and options intended to generate 'performance-based
compensation' for  purposes of  avoiding  the executive  compensation  deduction
limitation  provisions  of  Section 162(m)  of  the Internal  Revenue  Code (the
'Code'), the exercise price must be at  least equal to the fair market value  of
the  stock on  the option  grant date.  As of  March 31,  1997, the  Company had
approximately 134 employees, 1 consultant and 6 non-employee directors  eligible
for participation under the 1997 Plan.
 
     The  1997 Plan is administered by a committee (the 'Committee') of at least
two non-employee directors  chosen by  the Board  of Directors.  Subject to  the
provisions  of  the 1997  Plan,  the Committee  has  authority to  determine the
individuals to whom options will be granted, the number of shares to be  covered
by  each option, the  option price, the  type of option,  the option period, the
vesting restrictions, if any,  with respect to the  exercise of the option,  the
terms  for payment of the option price and other terms and conditions. An option
may not  be  exercised unless  the  person  to whom  it  is granted  is  in  the
continuous  employ or service  of the Company  or a subsidiary  for at least six
months from the  grant date or  such earlier date  as may be  determined by  the
Committee.  All options must expire no more  than ten years from the grant date,
except that in the case of an Incentive Stock Option granted to a holder of  10%
or  more of the voting stock of the  Company, the exercise period can be no more
than five years from the date of grant. No options may be granted under the 1997
Plan after April 17, 2007. Payment for  shares acquired upon the exercise of  an
option  may be made (as determined by the Committee) in cash, by promissory note
or by shares of Common  Stock. Except as may otherwise  be required by law,  the
Board of Directors may amend or terminate the 1997 Plan at any time.
 
     The  number of shares of  the 1997 Plan, the  maximum number of shares that
may be  granted to  an employee  in any  fiscal year  and the  number of  shares
covered by outstanding options are subject to adjustment to reflect any increase
or  decrease in  the number of  issued shares  of Common Stock  resulting from a
stock split, stock dividend or other capital adjustment. Upon a merger, sale  of
assets  or similar  transaction, which  results in  a replacement  of the Common
Stock with  stock of  another corporation,  the Company  may, but  shall not  be
required  to, replace  outstanding options  with comparable  options to purchase
stock of such other corporation, or will provide for immediate exercisability of
all outstanding options.
 
     Under the Plan, the Committee may permit an optionee to make an inter vivos
gift of all  or a  portion of  options that do  not qualify  as Incentive  Stock
Options  to: (1)  the optionee's  spouse, children  or grandchildren ('Immediate
Family Members'), (2) a trust for the exclusive benefit of one or more Immediate
Family Members,  (3)  a  partnership in  which  the  optionee and  one  or  more
Immediate  Family Members are the only partners or (4) such other persons as the
Committee may permit. In the event the optionee's employment with or service  to
the Company or a subsidiary is terminated for any
 
                                       14
 

<PAGE>

<PAGE>
reason  other than for cause  (as defined in the  Plan), death or disability (as
defined in the  Plan), then  each outstanding  option granted  to such  optionee
under the Plan will terminate on the date three months after such termination of
employment  or  service  or  on such  other  date  as may  be  specified  by the
Committee. If an optionee's employment or  service is terminated by the  Company
for  cause, then each outstanding option granted to such optionee will terminate
upon the date  of such termination  of employment or  service. If an  optionee's
employment  or service is terminated by reason of death or disability, then each
outstanding option granted to  the optionee under the  1997 Plan will  terminate
one year after the date of termination of employment or service or on such other
date as may be specified by the Committee.
 
     As  of the date of this Proxy  Statement, no options had been granted under
the 1997 Plan.
 
Certain Federal Income Tax Consequences
 
     Set forth below  is a summary  of certain federal  income tax  consequences
associated with options granted under the Plan.
 
     An optionee will not realize taxable income upon the grant of an option. In
general,  the holder of an  option which does not  qualify as an Incentive Stock
Option will realize ordinary  income when the option  is exercised equal to  the
excess  of the  value of  the stock  over the  exercise price  (i.e., the option
spread), and  the Company  receives a  corresponding deduction,  subject to  the
deduction  limitation provisions of Section 162(m) of the Code. (If the optionee
is subject to the six-month restrictions  on sale of Common Stock under  Section
16(b)  of  the Securities  Exchange  Act of  1934,  the optionee  generally will
recognize ordinary income on  the date the restrictions  lapse, unless an  early
income  recognition  election is  made.) Upon  a  later sale  of the  stock, the
optionee will realize capital gain or  loss equal to the difference between  the
selling price and the value of the stock at the time the option is exercised.
 
     The  holder of  an Incentive Stock  Option will not  realize taxable income
upon the exercise of the option, although the option spread is an adjustment  to
taxable  income that  may result  in alternative  minimum tax  liability for the
optionee. (The adjustment, if any, is also  added to the basis of the stock  for
purposes  of determining adjusted gain or loss under the alternative minimum tax
when the stock is sold.)  If the stock acquired  upon exercise of the  Incentive
Stock  Option is sold or otherwise disposed  of within two years from the option
grant date or within  one year from  the exercise date,  then, in general,  gain
realized  on the sale is treated as ordinary  income to the extent of the option
spread at the exercise date, and the Company receives a corresponding deduction,
subject to the deduction  limitation provisions of Section  162(m) of the  Code.
Any remaining gain is treated as capital gain. If the stock is held for at least
two  years from the grant date and one year from the exercise date, then gain or
loss realized upon the sale  will be capital gain or  loss and the Company  will
not be entitled to a deduction.
 
VOTE REQUIRED
 
     The affirmative vote of holders of a majority of the shares of Common Stock
issued, outstanding and entitled to vote, present or represented at the meeting,
a  quorum being present, is  required for the adoption  of this proposal. Broker
non-votes with respect to this matter will be treated as neither a vote 'for' or
a vote 'against' the  matter, although they will  be counted in determining  the
number  of  votes  required  to  attain a  majority  of  the  shares  present or
represented at the meeting and entitled to vote. Accordingly, an abstention from
voting by a stockholder  present in person  or by proxy at  the meeting has  the
same  legal effect as a vote 'against'  the matter because it represents a share
present or
 
                                       15
 

<PAGE>

<PAGE>
represented at the meeting and entitled  to vote, thereby increasing the  number
of affirmative votes required to approve this proposal.
 
     THE  BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
T
HE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE 'FOR' APPROVAL THEREOF.
 

                 PROPOSAL NO. 3 -- RATIFICATION OF APPOINTMENT
                  OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
     The stockholders will be asked to ratify the appointment of Grant  Thornton
LLP  as  the independent  certified public  accountants of  the Company  for the
fiscal year ending January  31, 1998. Grant Thornton  LLP audited the  financial
statements  of  the  Company for  the  fiscal  year ended  January  31,  1997. A
representative of Grant  Thornton LLP is  expected to be  present at the  Annual
Meeting, and will have an opportunity to make a statement if such person desires
to  do so, and is  expected to be available  to respond to appropriate questions
from stockholders.
 
     THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS  OF
T
HE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE 'FOR' APPROVAL THEREOF.
 
                             STOCKHOLDER PROPOSALS
 
     All  stockholder proposals which are intended to be presented at the Annual
Meeting of Stockholders of the  Company to be held in  1998 must be received  by
the  Company  no later  than  January 21,  1998 for  inclusion  in the  Board of
Directors' proxy statement and form of proxy relating to that meeting.
 
                                 OTHER BUSINESS
 
     The Board of Directors knows of no  other business to be acted upon at  the
Annual  Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to  vote
on such matters in accordance with their best judgment.
 
     The  prompt  return  of  your  proxy will  be  appreciated  and  helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
 
                                          By Order of the Board of Directors
                                          ALAN FELLER
                                          Secretary
 
Dated: May 21, 1997
 
     A COPY OF THE  COMPANY'S ANNUAL REPORT  ON FORM 10-K  WILL BE SENT  WITHOUT
CHARGE  TO ANY STOCKHOLDER  REQUESTING IT IN WRITING  FROM: G-III APPAREL GROUP,
LTD., ATTENTION: CORPORATE SECRETARY, 345 WEST  37TH STREET, NEW YORK, NEW  YORK
10018.
 
                                       16




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                                                                      APPENDIX A
 
     Below is the text of the Company's 1997 Stock Option Plan as proposed to be
adopted pursuant to Proposal No. 2.
 
                           G-III APPAREL GROUP, LTD.
                             1997 STOCK OPTION PLAN
 
     1.  Purpose. The  purpose of  the G-III  Apparel Group,  Ltd. 1997 Employee
Stock Option  Plan (the  'Plan') is  to enable  G-III Apparel  Group, Ltd.  (the
'Company') and its stockholders to secure the benefits of common stock ownership
by  personnel of the Company and its subsidiaries. The Board of Directors of the
Company (the 'Board') believes that the granting of options under the Plan  will
foster  the Company's ability to attract,  retain and motivate those individuals
who will be largely responsible for the profitability and growth of the Company.
 
     2. Stock Subject to the Plan. Subject  to the provisions of Section 6,  the
Company  may issue and sell a total of  500,000 shares of its common stock, $.01
par value (the 'Common Stock'), pursuant to the Plan. Such shares may be  either
authorized  and unissued or held by the  Company in its treasury. Subject to the
provisions of Section  6, the  maximum number of  shares with  respect to  which
options  may be granted to any employee of the Company during any fiscal year is
100,000. New options may  be granted under  the Plan with  respect to shares  of
Common Stock which are covered by the unexercised portion of an option which has
terminated or expired by its terms, by cancellation or otherwise.
 
     3.  Administration.  The  Plan will  be  administered by  a  committee (the
'Committee') consisting of at  least two directors appointed  by and serving  at
the pleasure of the Board. Subject to the provisions of the Plan, the Committee,
acting  in its sole and absolute discretion,  will have full power and authority
to grant options under the Plan, to interpret the provisions of the Plan, to fix
and interpret  the provisions  of  option agreements  made  under the  Plan,  to
supervise  the administration of the Plan, and  to take such other action as may
be necessary or desirable in  order to carry out the  provisions of the Plan.  A
majority of the members of the Committee will constitute a quorum. The Committee
may  act by the vote of a majority of  its members present at a meeting at which
there is a quorum  or by unanimous  written consent. The  Committee will keep  a
record  of its proceedings and acts and will keep or cause to be kept such books
and records as may be necessary in connection with the proper administration  of
the  Plan. The  Company shall  indemnify and  hold harmless  each member  of the
Committee and any employee or director of the Company or of a subsidiary to whom
any duty or power relating to  the administration or interpretation of the  Plan
is  delegated from and against any loss, cost, liability (including any sum paid
in settlement of a  claim with the  approval of the  Board), damage and  expense
(including legal and other expenses incident thereto) arising out of or incurred
in  connection with the  Plan, unless and  except to the  extent attributable to
such person's fraud or wilful misconduct.
 
     4. Eligibility. Options may be granted under the Plan to present or  future
employees  of the Company or  a subsidiary of the  Company and to consultants to
and directors of the  Company or a subsidiary  who are not employees  (provided,
however, that, notwithstanding anything to the contrary contained herein, unless
the Board determines otherwise, the Board shall have sole authority with respect
to  the granting  and interpretation  of options granted  under the  Plan to any
director of the Company or a subsidiary who is not an employee and who serves as
a member of the Committee). Subject to the provisions of the Plan, the Committee
will from time to time select the persons to whom
 
                                      A-1
 

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<PAGE>
options will be granted, and will fix the number of shares covered by each  such
option  and  establish  the  terms and  conditions  thereof,  including, without
limitation, exercise price and restrictions  on exercisability of the option  or
on  the shares of Common  Stock issued upon exercise  thereof and whether or not
the option is to be treated as  an incentive stock option within the meaning  of
Section 422 of the Internal Revenue Code of 1986 (an 'Incentive Stock Option').
 
     5. Terms and Conditions of Options. Each option granted under the Plan will
be  subject to  the terms and  conditions set  forth in this  paragraph and such
additional terms and conditions not inconsistent with the Plan as the  Committee
deems appropriate.
 
          (a)  Option  Exercise Price.  In the  case  of an  option that  is not
     treated as an Incentive Stock Option, the exercise price per share may  not
     be  less than  the par value  of a  share of Common  Stock on  the date the
     option is  granted; and,  in the  case of  an Incentive  Stock Option,  the
     exercise price per share may not be less than 100% of the fair market value
     of  a share of Common Stock on the  date the option is granted (110% in the
     case of  an optionee  who, at  the time  the option  is granted,  is a  ten
     percent  shareholder described in Section 422(b)(6) of the Internal Revenue
     Code of 1986). For  purposes hereof, the  fair market value  of a share  of
     Common  Stock on any date will be equal to the closing sale price per share
     as published  by a  national securities  exchange on  which shares  of  the
     Common  Stock are  traded on such  date or, if  there is no  sale of Common
     Stock on  such date,  the  average of  the bid  and  asked prices  on  such
     exchange at the closing of trading on such date or, if shares of the Common
     Stock  are not listed on  a national securities exchange  on such date, the
     closing price or, if none, the average  of the bid and asked prices in  the
     over  the counter market  at the close of  trading on such  date, or if the
     Common Stock is not  traded on a national  securities exchange or the  over
     the counter market, the fair market value of a share of the Common Stock on
     such date as determined in good faith by the Committee.
 
          (b)  Option Period. The period during which an option may be exercised
     will be fixed by the Committee and will not exceed ten years from the  date
     the  option is granted (five years in the case of an Incentive Stock Option
     granted to a 'ten percent shareholder').
 
          (c) Exercise of Options. No option will become exercisable unless  the
     person  to whom the option was granted  remains in the continuous employ or
     service of the Company or a subsidiary for at least six months (or for such
     other period as the  Committee may designate) from  the date the option  is
     granted.  The Committee may establish any  vesting or other restrictions on
     the exercisability of an option, subject to earlier termination as provided
     herein. All  or  part  of the  exercisable  portion  of an  option  may  be
     exercised  at any time during the option period. An option may be exercised
     by transmitting to the Company (1)  a written notice specifying the  number
     of  shares to be purchased,  and (2) payment of  the exercise price (or, if
     applicable, delivery of a secured  obligation therefor), together with  the
     amount, if any, deemed necessary by the Company to enable it to satisfy its
     income  tax withholding obligations  with respect to  such exercise (unless
     other arrangements acceptable to the Company  are made with respect to  the
     satisfaction of such withholding obligations).
 
          (d)  Payment of Exercise Price. The purchase price of shares of Common
     Stock acquired pursuant to the exercise of an option granted under the Plan
     may be paid in cash and/or such  other form of payment as may be  permitted
     under the option agreement, including, without limitation, previously-owned
     shares  of Common Stock. The  Committee may permit the  payment of all or a
     portion of the purchase price in installments (together with interest) over
     a period of not more than five years.
 
                                      A-2
 

<PAGE>

<PAGE>
          (e) Rights as a Stockholder. No shares of Common Stock will be  issued
     in  respect of the exercise of an  option granted under the Plan until full
     payment therefor has been made (and/or provided for where all or a  portion
     of the purchase price is being paid in installments).
 
          (f)  Option Transfers.  The Committee,  acting in  its discretion, may
     authorize an optionee to make an inter vivos gift of all or a portion of an
     option (other  than an  Incentive Stock  Option) granted  to such  optionee
     under  the Plan  to (1)  the optionee's  spouse, children  or grandchildren
     ('Immediate Family Members'), (2) a trust for the exclusive benefit of  one
     or  more Immediate Family Members, (3)  a partnership in which the optionee
     and one or more Immediate Family Members are the only partners or (4)  such
     other  persons  as the  Committee  may permit.  The  Company shall  have no
     obligation to provide  notice to  any transferee  of the  occurrence of  an
     event  (such as the termination of  an optionee's service with the Company)
     that could  affect the  transferee's  rights under  the Plan.  Options  are
     transferable  upon an option holder's death  to a beneficiary designated by
     the  option  holder  in  accordance  with  procedures  established  by  the
     Committee or, if no designated beneficiary shall survive the option holder,
     pursuant   to  the  option  holder's  will  or  the  laws  of  descent  and
     distribution. An option that  is transferred to  a permitted transferee  in
     accordance  with the provisions hereof will remain subject to the terms and
     conditions  of  the  Plan  and  of  the  option  agreement  governing   the
     transferred  option. Except as otherwise  permitted hereby, options are not
     transferable and are exercisable during life only by the optionee.
 
          (g) Termination of Employment or Other Service. If an optionee  ceases
     to be employed by or to perform services for the Company and any subsidiary
     for  any reason other  than death or disability  (defined below), then each
     outstanding option granted to him or  her under the Plan will terminate  on
     the  date three months after the date  of such termination of employment or
     service or  on  such  other date  as  may  be specified  by  the  Committee
     provided, however, if the optionee's employment or service is terminated by
     the Company for cause (defined below), then each outstanding option granted
     to  him  or  her  will  terminate upon  the  date  of  such  termination of
     employment or service. If an optionee's employment or service is terminated
     by reason  of the  optionee's death  or disability  (or if  the  optionee's
     employment  or service is terminated by reason of his or her disability and
     the optionee dies within one year  after such termination of employment  or
     service),  then each outstanding  option granted to  the optionee under the
     Plan will terminate on the date one year after the date of such termination
     of employment or service (or one year  after the later death of a  disabled
     optionee)  or on such other date as  may be specified by the Committee. For
     purposes hereof, the term 'disability'  means the inability of an  optionee
     to  perform the customary duties of his  or her employment or other service
     for the Company  and its  subsidiaries by reason  of a  physical or  mental
     incapacity  which  is  expected to  result  in  death or  be  of indefinite
     duration; and, the term 'cause' means an optionee's (1) failure or  refusal
     to  perform his  or her  duties for  the Company  or its  subsidiaries, (2)
     commission of  a  crime  involving  moral  turpitude,  (3)  conviction  for
     commission  of  a felony,  (4) attempt  to  improperly secure  any personal
     profit in connection with the business  of the Company or its  subsidiaries
     or  (5) dishonesty or  willful engagement in conduct  which is injurious to
     the business  or reputation  of the  Company or  its subsidiaries,  all  as
     determined by the Committee in its sole discretion.
 
          (h)  Other Provisions. The Committee  may impose such other conditions
     with respect to the exercise of options, including, without limitation, any
     conditions relating to the application of federal or state securities laws,
     as it may deem necessary or advisable.
 
                                      A-3
 

<PAGE>

<PAGE>
     6. Capital Changes, Reorganization, Sale.
 
          (a) Adjustments Upon Changes  in Capitalization. The aggregate  number
     and  class of shares for  which options may be  granted under the Plan, the
     maximum number of  shares that may  be granted to  any individual during  a
     fiscal year, and the number and class of shares covered by each outstanding
     option  and the exercise price  per share shall all  be adjusted to reflect
     any increase or  decrease in the  number of issued  shares of Common  Stock
     resulting  from a split-up  or consolidation of shares  or any like capital
     adjustment, or the payment of a stock dividend.
 
          (b) Cash, Stock or Other Property for Stock. In the case of a  merger,
     sale of assets or similar transaction which results in a replacement of the
     Company's  shares of  Common Stock with  stock of  another corporation, the
     Company will  make a  reasonable  effort, but  shall  not be  required,  to
     replace  any outstanding  options with  comparable options  to purchase the
     stock  of  such   other  corporation,   or  will   provide  for   immediate
     exercisability  of  all outstanding  options,  with all  options  not being
     exercised within the time period specified by the Board being terminated.
 
          (c) Fractional Shares. In the event of any adjustment in the number of
     shares covered  by  any  option  pursuant to  the  provisions  hereof,  any
     fractional  shares resulting from  such adjustment will  be disregarded and
     each such option will cover only  the number of full shares resulting  from
     the adjustment.
 
          (d)  Determination of  Board to be  Final. All  adjustments under this
     paragraph 6 shall be made  by the Board, and  its determination as to  what
     adjustments  shall be made, and the extent thereof, shall be final, binding
     and conclusive.
 
     7. Amendment  and Termination  of  the Plan.  Except  as may  otherwise  be
required  by law, the Board,  acting in its sole  discretion and without further
action on the part of the stockholders of the Company, may amend the Plan at any
time and from time to time and may terminate the Plan at any time. No  amendment
or  termination may affect adversely any  outstanding option without the written
consent of the option holder.
 
     8. No Rights Conferred. Nothing contained herein will be deemed to give any
individual a right to receive an option under the Plan or to be retained in  the
employ or service of the Company or any subsidiary.
 
     9.  Governing Law. The Plan and each  option agreement shall be governed by
the laws of the State of Delaware.
 
     10. Decisions and Determinations to be Final. Any decision or determination
made by the Board pursuant  to the provisions hereof  and, except to the  extent
rights  or powers under this Plan are reserved specifically to the discretion of
the Board,  all decisions  and determinations  of the  Committee are  final  and
binding.
 
     11.  Term of the Plan. The Plan shall  be effective on the date on which it
is adopted by  the Board, subject  to the  approval of the  stockholders of  the
Company.  The  Plan will  terminate  on the  date ten  years  after the  date of
adoption  by  the  Board,  unless  sooner  terminated  by  the  Board.   Options
outstanding  at the time  of the termination  of the Plan  shall not be affected
solely by reason of  the termination and shall  continue in force in  accordance
with their terms.
 
                                      A-4





<PAGE>

<PAGE>


                              APPENDIX I

                              PROXY CARD

                           G-III APPAREL GROUP, LTD.
           THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
           ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 19, 1997
 
   The   undersigned,  a   stockholder  of   G-III  Apparel   Group,  Ltd.  (the
'Corporation'), hereby constitutes and  appoints Morris Goldfarb, Aron  Goldfarb
and   Alan  Feller  and  each   of  them,  the  true   and  lawful  proxies  and
attorneys-in-fact of the undersigned, with full power of substitution in each of
them, to  vote  all  shares  of  Common  Stock  of  the  Corporation  which  the
undersigned  is entitled to  vote at the  Annual Meeting of  Stockholders of the
Corporation to  be  held  on  Thursday,  June 19,  1997,  and  at  any  and  all
adjournments or postponements thereof, as follows:
 
   1. ELECTION OF DIRECTORS
 

<TABLE>
<S>                                                  <C>
[ ] FOR the nominees listed below (except as marked  [ ] WITHHOLDING AUTHORITY to vote for
  to the contrary below)                               all the nominees listed below
</TABLE>

 
(INSTRUCTIONS: To  withhold authority to vote for any individual nominee, strike
               a line through the nominee's name in the list below.)
 
Nominees: Morris Goldfarb, Aron  Goldfarb, Lyle Berman,  Thomas J. Brosig,  Alan
          Feller,  Carl Katz, Willem  van Bokhorst, Sigmund  Weiss and George J.
          Winchell
 
   2. PROPOSAL TO APPROVE THE ADOPTION OF THE 1997 STOCK OPTION PLAN
 
                      [ ] FOR   [ ] AGAINST   [ ] ABSTAIN
 
   3. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP
 
                      [ ] FOR   [ ] AGAINST   [ ] ABSTAIN
 
   4. In their discretion upon such  other business as may properly come  before
the meeting and any and all adjournments and postponements thereof.
 
                                                    (Continued on reverse side.)
 

<PAGE>

<PAGE>
(Continued)
 
    Shares  represented  by this  Proxy  will be  voted  in accordance  with the
instructions indicated  in  items  1,  2  and 3  above.  IF  NO  INSTRUCTION  IS
INDICATED,  THIS PROXY WILL BE  VOTED FOR ALL LISTED  NOMINEES FOR DIRECTORS AND
FOR EACH OF PROPOSALS 2 AND 3.
 
    Any and all proxies heretofore given by the undersigned are hereby revoked.
 
                                                   Dated: ______________________
                                                   _____________________________
                                                   _____________________________
                                                   Please sign  exactly as  your
                                                   name(s)   appear  hereon.  If
                                                   shares are  held  by  two  or
                                                   more   persons   each  should
                                                   sign. Trustees, executors and
                                                   other   fiduciaries    should
                                                   indicate    their   capacity.
                                                   Shares held by  corporations,
                                                   partnerships,   associations,
                                                   etc. should be  signed by  an
                                                   authorized   person,   giving
                                                   full title or authority.
 
           PLEASE DATE, SIGN AND MAIL IN THE ENCLOSED REPLY ENVELOPE



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