SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

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    INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
        AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE
               SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)*

                            G-III APPAREL GROUP, LTD.
                                (Name of Issuer)

                          Common Stock, par value $0.01
                         (Title of Class of Securities)

                                    36237H101
                                 (CUSIP Number)

                                 March 14, 2007
             (Date of Event Which Requires Filing of this Statement)
         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

         [ ] Rule 13d-1(b)

         [X] Rule 13d-1(c)

         [ ] Rule 13d-1(d)

- -----------

         * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).






Schedule 13G/A

CUSIP No. 36237H101                                            PAGE 2 OF 8
- ------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Prentice Capital Management, LP
- ------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                              (a) [ ]
                                                              (b) [X]
- ------------------------------------------------------------------------------
(3)    SEC USE ONLY
- ------------------------------------------------------------------------------
(4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
- ------------------------------------------------------------------------------

NUMBER OF          (5)   SOLE VOTING POWER
                                   0
SHARES             ___________________________________________________________

BENEFICIALLY      (6)    SHARED VOTING POWER
                                   1,200,000 (See Item 4)
OWNED BY           ___________________________________________________________

EACH               (7)   SOLE DISPOSITIVE POWER
                                   0
REPORTING          ___________________________________________________________

PERSON WITH        (8)   SHARED DISPOSITIVE POWER
                                   1,200,000 (See Item 4)
- ------------------------------------------------------------------------------
(9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
       BY EACH REPORTING PERSON
                                   1,200,000 (See Item 4)
- ------------------------------------------------------------------------------
(10)   CHECK BOX IF THE AGGREGATE AMOUNT
       IN ROW (9) EXCLUDES CERTAIN SHARES                                [ ]
- ------------------------------------------------------------------------------
(11)   PERCENT OF CLASS REPRESENTED
       BY AMOUNT IN ROW (9)
                                   7.55% (See Item 4)
- ------------------------------------------------------------------------------
(12)   TYPE OF REPORTING PERSON
                                   PN
- ------------------------------------------------------------------------------






Schedule 13G/A

CUSIP No. 36237H101                                            PAGE 3 OF 8
- ------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Michael Zimmerman
- ------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                              (a) [ ]
                                                              (b) [X]
- ------------------------------------------------------------------------------
(3)    SEC USE ONLY
- ------------------------------------------------------------------------------
(4)    CITIZENSHIP OR PLACE OF ORGANIZATION United
                       States of America
- ------------------------------------------------------------------------------

NUMBER OF          (5)   SOLE VOTING POWER
                                   0
SHARES             ___________________________________________________________

BENEFICIALLY      (6)    SHARED VOTING POWER
                                   1,200,000 (See Item 4)
OWNED BY           ___________________________________________________________

EACH               (7)   SOLE DISPOSITIVE POWER
                                   0
REPORTING          ___________________________________________________________

PERSON WITH        (8)   SHARED DISPOSITIVE POWER
                                   1,200,000 (See Item 4)
- ------------------------------------------------------------------------------
(9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
       BY EACH REPORTING PERSON
                                   1,200,000 (See Item 4)
- ------------------------------------------------------------------------------
(10)   CHECK BOX IF THE AGGREGATE AMOUNT
       IN ROW (9) EXCLUDES CERTAIN SHARES                                [ ]
- ------------------------------------------------------------------------------
(11)   PERCENT OF CLASS REPRESENTED
       BY AMOUNT IN ROW (9)
                                   7.55% (See Item 4)
- ------------------------------------------------------------------------------
(12)   TYPE OF REPORTING PERSON
                                   IN
- ------------------------------------------------------------------------------






Schedule 13G/A

CUSIP No. 36237H101                                            PAGE 4 OF 8

ITEM 1(a).   NAME OF ISSUER:

             G-III Apparel Group, Ltd. (the "Company")

ITEM 1(b).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             512 Seventh Avenue
             New York, NY 10018

ITEM 2(a).   NAME OF PERSON FILING:

             This  statement is  filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons":

             (i)  Prentice    Capital   Management,   LP,  a   Delaware  limited
                  partnership  ("Prentice  Capital Management"), with respect to
                  the Common  Stock,  par  value $0.01 per  share of the Company
                  (the  "Shares"),  reported  in  this  Schedule  13G/A  held by
                  certain investment funds and managed accounts.

             (ii) Michael  Zimmerman,  who   is   the  Managing  Member  of  (a)
                  Prentice  Management GP,  LLC, the general partner of Prentice
                  Capital   Management,  (b)  Prentice   Capital  GP,  LLC,  the
                  general  partner of certain  investment funds and (c) Prentice
                  Capital GP II, LLC, the  managing member of  Prentice  Capital
                  GP  II,  LP,  which  is   the  general   partner   of  certain
                  investment  funds,  with  respect  to  the Shares  reported in
                  this  Schedule  13G/A  held by  certain  investment  funds and
                  managed accounts.

ITEM 2(b).   ADDRESS OF PRINCIPAL BUSINESS OFFICE:

             The  address of  the principal  business office of Prentice Capital
Management and Michael Zimmerman is 623 Fifth Avenue,  32nd Floor, New York, New
York 10022.

ITEM 2(c).   CITIZENSHIP:

             Prentice  Capital Management  is a  Delaware  limited  partnership.
Michael Zimmerman is a United States citizen.

ITEM 2(d).   TITLE OF CLASS OF SECURITIES:

             Common Stock, par value $0.01

ITEM 2(e).   CUSIP NUMBER:

             36237H101






Schedule 13G/A

CUSIP No. 36237H101                                            PAGE 5 OF 8

ITEM 3.      IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:

             (a) [ ]  Broker or dealer registered under Section 15 of the Act;

             (b) [ ]  Bank as defined in Section 3(a)(6) of the Act;

             (c) [ ]  Insurance Company as defined in Section 3(a)(19) of the
                      Act;

             (d) [ ]  Investment Company registered under Section 8 of the
                      Investment Company Act of 1940;

             (e) [ ]  Investment Adviser registered under Section 203 of the
                      Investment Advisers Act of 1940: see Rule
                      13d-1(b)(1)(ii)(E);

             (f) [ ]  Employee Benefit Plan, Pension Fund which is subject
                      to the provisions of the Employee Retirement Income
                      Security Act of 1974 or Endowment Fund; see Rule
                      13d-1(b)(1)(ii)(F);

             (g) [ ]  Parent Holding Company, in accordance with Rule
                      13d-1(b)(ii)(G);

             (h) [ ]  Savings Associations as defined in Section 3(b) of the
                      Federal Deposit Insurance Act;

             (i) [ ]  Church Plan that is excluded from the definition of an
                      investment company under Section 3(c)(14) of the
                      Investment Company Act of 1940;

             (j) [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

         IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]






Schedule 13G/A

CUSIP No. 36237H101                                            PAGE 6 OF 8

ITEM 4.      OWNERSHIP.

             Prentice  Capital  Management  serves as  investment  manager  to a
number of investment funds (including  Prentice Capital  Partners,  LP, Prentice
Capital  Partners QP, LP, Prentice  Capital  Offshore,  Ltd.,  Prentice  Special
Opportunities,  LP, Prentice Special Opportunities  Offshore,  Ltd. and Prentice
Special Opportunities Master, L.P.) and manages investments for certain entities
in  managed  accounts  with  respect  to which  it has  voting  and  dispositive
authority over the Shares reported in this Schedule 13G/A.  Michael Zimmerman is
the Managing  Member of (a) Prentice  Management GP, LLC the general  partner of
Prentice Capital  Management,  (b) Prentice Capital GP, LLC, the general partner
of certain  investment  funds and (c) Prentice  Capital GP II, LLC, the managing
member of Prentice  Capital GP II, LP,  which is the general  partner of certain
investment  funds.  As  such,  he may be  deemed  to  control  Prentice  Capital
Management and certain of the investment funds and therefore may be deemed to be
the beneficial owner of the securities  reported in this Schedule 13G/A. Each of
Michael Zimmerman and Prentice Capital Management disclaims beneficial ownership
of all of the Shares reported in this Schedule 13G/A.

             The  percentages used herein are calculated based on the 15,896,345
Shares  outstanding  after  completion  of  the  Offering,  as  reported  in the
Company's Form 424B4 filed with the  Securities  and Exchange  Commission by the
Company on March 9, 2007.

         A.  Prentice Capital Management

             (a) Amount beneficially owned: 1,200,000

             (b) Percent of class: 7.55%

             (c) Number of shares as to which such person has:

                 (i)    sole power to vote or to direct the vote: 0

                 (ii)   shared power to vote or to direct the vote: 1,200,000

                 (iii)  sole power to dispose or to direct the disposition: 0

                 (iv)   shared power to dispose or to direct the disposition:
                        1,200,000

         B.  Michael Zimmerman

             (a) Amount beneficially owned: 1,200,000

             (b) Percent of class: 7.55%

             (c) Number of shares as to which such person has:

                 (i)    sole power to vote or to direct the vote: 0

                 (ii)   shared power to vote or to direct the vote: 1,200,000






Schedule 13G/A

CUSIP No. 36237H101                                            PAGE 7 OF 8

                 (iii)  sole power to dispose or to direct the disposition: 0

                 (iv)   shared power to dispose or to direct the disposition:
                        1,200,000

ITEM 5.      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

             Not applicable.

ITEM 6.      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

             Not applicable.

ITEM 7.      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

             Not applicable.

ITEM 8.      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

             See Item 4.

ITEM 9.      NOTICE OF DISSOLUTION OF GROUP.

             Not applicable.

ITEM 10.     CERTIFICATION.  (if filing pursuant to Rule 13d-1(c))

             Each  of  the  Reporting   Persons  hereby   makes  the   following
certification:

             By signing  below each Reporting Person certifies that, to the best
of its knowledge and belief, the securities  referred to above were not acquired
and  are  not  held  for the  purpose  of or with  the  effect  of  changing  or
influencing  the control of the issuer of the  securities  and were not acquired
and not held in connection  with or as a participant in any  transaction  having
that purpose or effect.






Schedule 13G/A

CUSIP No. 36237H101                                            PAGE 8 OF 8

                                   SIGNATURES

             After  reasonable inquiry  and to  the best  of our  knowledge  and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.



DATED:  March 21, 2007                 PRENTICE CAPITAL MANAGEMENT, LP

                                       /s/ Michael Weiss
                                       -------------------------------
                                       Name:   Michael Weiss
                                       Title:  Chief Financial Officer

                                       MICHAEL ZIMMERMAN

                                       /s/  Michael Zimmerman
                                       -------------------------------
                                       Michael Zimmerman