Mail Stop 3561

							November 22, 2005


Corazon Reyes
Chief Financial Officer
Tarrant Apparel Group
3151 East Washington Boulevard
Los Angeles, CA  90023


	RE:	Tarrant Apparel Group
		Item 4.01 Form 8-K filed November 22, 2005
		File No. 026006


Dear Mr. Reyes:

          We have reviewed your filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with more information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

1. Please revise to state if Grant Thornton resigned or if they
were
dismissed.  We do not believe the statement that you replaced them
satisfies the requirement of Item 304(a)(1)(i) of Regulation S-K.
Also, please note that the engagement of new auditors is an event
separate from the dismissal or resignation of your former
auditors.
Please revise to clarify that the date of the
resignation/dismissal
event was also November 17, 2005, if true.





Corazon Reyes
Tarrant Apparel Group
November 22, 2005
Page 2



      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

            As appropriate, please amend your filing and respond
to
these comments within five business days or tell us when you will
respond.  Please file your response to these comments as an EDGAR
correspondence file.

	If you have any questions, please call Robert Burnett at
(202)
551-3330, or in his absence, you may call me at (202) 551-3841.

							Sincerely,



							Michael Moran
						            Branch Chief


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