UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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


       Date of Report (Date of Earliest Event Reported): February 15, 2005


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


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


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


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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 2.03         CREATION OF A DIRECT  FINANCIAL  OBLIGATION  OR AN  OBLIGATION
                  UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

         On February  15,  2005,  we received a  $5,000,000  loan from Max Azria
pursuant  to a  Promissory  Note  issued by us in favor of Mr.  Azria.  Interest
accrues on the  principal  amount of the note at the rate of 4% per  annum.  The
principal  amount of this loan and accrued interest is due and payable in weekly
installments  of $250,000  each,  commencing on February 28, 2005 and continuing
each Monday thereafter until paid in full. The Note contains customary events of
default  and  permits  the  lender to  accelerate  our  obligation  to repay all
indebtedness evidenced by the note upon the occurrence of an event of default.


                                       2



                                    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:  February 18, 2005             By:  /S/ CORAZON REYES                  
                                          -----------------------------------
                                          Corazon Reyes, Chief Financial Officer


                                       3