SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of Earliest Event Reported): November 12, 2003



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




         CALIFORNIA                   0-26430                  95-4181026
(State or Other Jurisdiction        (Commission             (I.R.S. Employer
      of Incorporation)             File Number)            Identification No.)





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




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





ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

         Effective  November 12, 2003,  the Board of Directors  (the "Board") of
Tarrant Apparel Group, a California  corporation (the "Company")  authorized and
declared a dividend  of one right (a "Right")  for each  issued and  outstanding
share of the Common Stock, no par value (the "Common Stock") of the Company. The
dividend  is payable to the  shareholders  of record on  December  12, 2003 (the
"Record  Date").  All Rights are issued  pursuant to, and will be subject to the
terms  and  conditions  of,  the  Rights  Agreement   between  the  Company  and
Computershare Trust Company, as Rights Agent, dated as of November 21, 2003 (the
"Rights Agreement").  The Company issued a press release announcing  declaration
of the  dividend on November  21,  2003,  a copy of which is attached as Exhibit
99.1 hereto and is incorporated herein by reference.

         Each  Right,  when  exercisable,  will  entitle the  registered  holder
thereof to purchase from the Company one one-thousandth (1/1000th) of a share of
the Series B  Preferred  Stock,  no par value,  of the Company  (the  "Preferred
Stock") at a Purchase  Price of $25.00 per one  one-thousandth  (1/1000th)  of a
share of Preferred Stock (the "Purchase Price"), subject to certain adjustments.

         The following summary of the principal terms of the Rights Agreement is
a general  description  only and is subject to the detailed terms and conditions
of the Rights  Agreement.  A copy of the Rights  Agreement is attached hereto as
Exhibit 4.4 and is incorporated herein by reference.

EXERCISE OF RIGHTS

         The Rights will initially be represented by the certificates evidencing
the Common Stock and will not be  exercisable,  or  transferable  apart from the
Common  Stock,  until  the  earliest  to occur of (i) the  tenth  day  after the
acquisition by a person or group of affiliated or associated persons (other than
an Exempt  Person or, in  certain  cases,  a  Permitted  Holder)  of  beneficial
ownership of 15% or more of the  outstanding  Common  Stock;  PROVIDED,  that if
within that ten-day period the Acquiring Person reduces its beneficial ownership
to less than 15%, then it shall be deemed not to be an Acquiring  Person and the
Stock  Acquisition Date (as defined below) shall be deemed not to have occurred;
(ii) the  tenth day after the  commencement  of a tender or  exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group of  affiliated  or  associated  persons of 15% or more of the  outstanding
Common Stock; PROVIDED,  that if within that ten day period the person withdraws
the tender or exchange  offer,  then such offer shall be deemed not to have been
made;  (iii) the tenth day after the date of filing of a registration  statement
for any such exchange offer under the  Securities  Act of 1933, as amended,  and
(iv) the tenth day after  the date on which  the Board  declares  any  person or
group of affiliated or associated persons which beneficially owns 10% or more of
the outstanding Common Stock to be an "Adverse Person" (as described below) (the
earliest of these dates is referred to as the  "Distribution  Date").  Under the
Rights  Agreement,  any person or group  described in items (i) or (iv) above is
referred to as an "Acquiring  Person," and the date upon which a person or group
first  becomes an  Acquiring  Person is  referred  to as the "Stock  Acquisition
Date."

         An "Adverse  Person" is any person or group of affiliated or associated
persons (other than an Exempt Person and a Permitted Holder) beneficially owning
10% or more of the outstanding  Common Stock,  if the Board  determines (i) that
the person or group is holding the shares of Common  Stock in order to cause the
Company to repurchase  their Common Stock or to take any other actions  intended
to provide them with short-term financial gain, in circumstances where the Board
determines that the actions to be taken are not in the best long-term  interests
of the Company or its  shareholders,  or (ii) that  beneficial  ownership of the
Common Stock by the person or group is causing or  reasonably  likely to cause a
material adverse impact on the business or prospects of the Company.


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         An  "Exempt  Person" is defined as the  Company,  a  subsidiary  of the
Company,  an employee benefit plan of the Company,  or any of its  subsidiaries,
and, subject to certain conditions,  Gerard Guez, Todd Kay, and the Nacif Group,
which consists of Kamel Nacif Borge,  and/or Jamil Textil,  S.A. de C.V.  and/or
Rosa Lisette Nacif Benavides and each of their Affiliates  and/or Associates (as
defined in the Rights Agreement), whether or not acting together.

         A  "Permitted  Holder"  shall  mean a Person  who  acquires  beneficial
ownership  of  the  Common  Stock  of  the  Company   pursuant  to  a  Permitted
Acquisition;  PROVIDED,  HOWEVER,  a Permitted  Holder  shall remain a Permitted
Holder so long as the  aggregate  beneficial  ownership  of Common Stock held by
such Person  does not exceed that number of shares of Common  Stock held by such
Person immediately  following the Permitted  Acquisition  pursuant to which such
Person  became a  Permitted  Holder  (reduced  by the number of shares of Common
Stock from time to time  disposed of by such Person) plus a number of additional
shares  of Common  Stock  equal to 1% of the then  outstanding  shares of Common
Stock of the Company;  PROVIDED,  HOWEVER,  any shares of Common Stock issued or
issuable to a Permitted  Holder pursuant to employee benefit plans maintained by
the Company for the benefit of its employees, directors and consultants shall be
disregarded and not counted for purposes of calculating the limitations  imposed
by the immediately preceding sentence.

         "Permitted  Acquisition"  shall mean an acquisition of shares of Common
Stock by a Person in a  transaction  or series  of  transactions  which has been
previously approved by a majority of the Board of Directors.

         The Rights  (unless sooner  redeemed) will first become  exercisable on
the Distribution Date, at which time the Company will distribute  separate Right
Certificates representing the Rights to its then current shareholders, and it is
expected  that the Rights could then begin  trading  separately  from the Common
Stock.  The Rights  will expire on  December  12,  2013 (the  "Final  Expiration
Date"),  unless the Final  Expiration  Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company.

ANTI-TAKEOVER PROVISIONS

         Following  the Stock  Acquisition  Date,  the Rights would give holders
(other than the Acquiring  Person,  its affiliates and transferees) the right to
purchase  from  the  Company,  for  the  Purchase  Price,  that  number  of  one
one-thousandth  (1/1000th)  of a  share  of  Preferred  Stock  (or,  in  certain
circumstances,  Common Stock, cash, property or other securities of the Company)
having a market value of twice the Purchase Price of the Right.  Notwithstanding
any of the foregoing, following the Stock Acquisition Date, all Rights that are,
or  (under  certain  circumstances  specified  in the  Rights  Agreement)  were,
beneficially owned by any Acquiring Person will be null and void.

         Further, in a merger,  consolidation or sale or transfer of 50% or more
of the consolidated  assets or earning power of the Company,  each Right will be
converted  into the right to purchase,  for the Purchase  Price,  that number of
shares of common stock of the surviving entity or (in certain circumstances) its
parent  corporation,  which at the time of such  transaction  will have a market
value of twice the Purchase Price of the Right.

         Following the Distribution  Date,  exercisable Rights may be exercised,
at the option of the holder  thereof,  without the payment of the Purchase Price
in cash.  In any such case,  the number of  securities  which such person  would
otherwise  be  entitled  to receive  upon the  exercise  of such  Rights will be
reduced by the amount of the Purchase Price.


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         Preferred  Stock  purchasable  upon  exercise of the Rights will not be
redeemable.  Each one  one-thousandth  (1/1000th) of a share of Preferred  Stock
will be entitled to participating dividends per one one-thousandth (1/1000th) of
a share equal to dividends which may from time to time be declared on a share of
Common Stock. In the event of  liquidation,  the Preferred Stock holders will be
entitled to a preferential  liquidation  payment.  These rights are protected by
customary anti-dilution provisions.

REDEMPTION OF RIGHTS

         At any time  prior to that date which is ten days  following  the Stock
Acquisition  Date,  the Board may  redeem the  outstanding  Rights at a price of
$.001 per Right,  and may amend the Rights Agreement in any and all respects and
particulars.  If during said ten-day  period the  Acquiring  Person  reduces his
beneficial  ownership  to less than 15%,  the Rights  will again be  redeemable.
Subsequent to ten days following the Stock  Acquisition Date, the Rights are not
redeemable  and the  Board  may amend the  Rights  Agreement  only to  eliminate
ambiguities  or to  provide  additional  benefits  to the  holders of the Rights
(other than any Acquiring Person).

VOTING OR DIVIDEND RIGHTS

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

AMENDMENT

         Any of the  provisions  of the Rights  Agreement  may be amended by the
Board  prior  to  the  Distribution  Date.  After  the  Distribution  Date,  the
provisions of the Rights  Agreement may be amended by the Board in order to cure
any  ambiguity,  to make changes which do not adversely  affect the interests of
holders of Rights or to shorten or  lengthen  any time  period  under the Rights
Agreement;  PROVIDED,  HOWEVER,  that no  amendment  to adjust  the time  period
governing  redemption  shall  be  made  at  such  time  as the  Rights  are  not
redeemable.

EFFECT OF RIGHTS

         The Rights have  certain  anti-takeover  effects.  The Rights may cause
substantial  dilution to a person or group that  attempts to acquire the Company
on terms not approved by the Board.  The Rights  should not  interfere  with any
merger or other  business  combination  approved  by the Board prior to the time
that holders of the Rights become  entitled to exercise  their Rights for Common
Stock (or common stock of the  surviving  entity in a merger with the  Company),
since  until  that time the Rights  may be  redeemed  by the Board at $0.001 per
Right.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements of business acquired.

                  None.

         (b)      Pro forma Financial Information.

                  None.


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         (c)      Exhibits.

                  The following exhibits are filed herewith:

                  EXHIBIT
                  NUMBER                     DESCRIPTION
                  -------  -----------------------------------------------------
                  4.4      Rights  Agreement  dated as of November 21, 2003,  by
                           and  between  the  Company  and  Computershare  Trust
                           Company,  as Rights Agent,  including the Certificate
                           of   Determination   of   Preferences,   Rights   and
                           Limitations of Series B Preferred  Stock, the Form of
                           Rights  Certificate,  and the  Summary  of  Rights to
                           Purchase   Preferred   Stock,   attached  thereto  as
                           Exhibits A, B and C, respectively.

                  99.1     Press  Release  issued by the Company on November 21,
                           2003.


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                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            TARRANT APPAREL GROUP



Date:    November 21, 2003                  By: /s/ Patrick Chow
                                               ---------------------------------
                                               Patrick Chow
                                               Chief Financial Officer


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                                  EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION
-------      -------------------------------------------------------------------
4.4          Rights  Agreement dated as of November 21, 2003, by and between the
             Company and Computershare Trust Company, as Rights Agent, including
             the  Certificate  of  Determination  of  Preferences,   Rights  and
             Limitations  of  Series  B  Preferred  Stock,  the  Form of  Rights
             Certificate, and the Summary of Rights to Purchase Preferred Stock,
             attached thereto as Exhibits A, B and C, respectively.

99.1         Press Release issued by the Company on November 21, 2003.


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