HILFIGER TOMMY CORP
10-Q, 1997-11-05
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

             [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 1997

                          Commission File Number 1-11226

                            TOMMY HILFIGER CORPORATION             
              (Exact name of registrant as specified in its charter)



              British Virgin Islands                   Not Applicable
           (State or other jurisdiction     (I.R.S. Employer Identification No.)
         of incorporation or organization)

                6/F, Precious Industrial Centre, 18 Cheung Yue Street,
                          Cheung Sha Wan, Kowloon, Hong Kong
                       (Address of principal executive offices)

                                     852-2745-7798
                            (Registrant's telephone number,
                                 including area code)

         Indicate by check mark whether the registrant (1) has filed all
         reports required to be filed by Section 13 or 15(d) of the
         Securities Exchange Act of 1934 during the preceding 12 months (or
         for such shorter period that the registrant was required to file
         such reports),  and (2) has been subject to such filing requirements
         for the past 90 days.
                                   Yes  X    No       

         Ordinary Shares, $0.01 par value per share, outstanding as of
         September 30, 1997: 37,361,994<PAGE>





                            TOMMY HILFIGER CORPORATION
                                INDEX TO FORM 10-Q
                                September 30, 1997


   PART I - FINANCIAL INFORMATION                                   Page

   Item 1    Financial Statements

             Condensed Consolidated Balance Sheets as of
             September 30, 1997 and March 31, 1997.................  3

             Condensed Consolidated Statements of Operations
             for the six months ended September 30, 1997
             and 1996 and the three months ended September
             30, 1997 and 1996.....................................  4

             Condensed Consolidated Statements of Cash Flows
             for the six months ended September 30, 1997
             and 1996..............................................  5

             Condensed Consolidated Statement of Changes in
             Shareholders' Equity for the six months 
             ended September 30, 1997 and the year ended
             March 31, 1997........................................  6

             Notes to Condensed Consolidated Financial Statements..  7

   Item 2    Management's Discussion and Analysis of Financial
             Condition and Results of Operations...................  8


   PART II - OTHER INFORMATION

   Item 4    Submission of Matters to a Vote Of Security Holders... 12
   Item 6    Exhibits and Reports on Form 8-K...................... 12

   Signatures...................................................... 13


















                                        2<PAGE>





                                    PART I
                         ITEM 1 - FINANCIAL STATEMENTS

                          TOMMY HILFIGER CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)


   (Unaudited)                                  As of         As of
                                             September 30,   March 31,
                                                 1997          1997
                                                 ----          ----
   ASSETS
   Current assets
     Cash and cash equivalents..............    $80,729      $109,908
     Accounts receivable....................    104,713        79,984
     Inventories............................    182,337       123,847
     Investments............................     20,000            --
     Other current assets...................     21,438        18,614
                                                -------       --------

       Total current assets.................    409,217       332,353

   Property and equipment, at cost,
     less accumulated depreciation
     and amortization.......................    138,784       121,540
   Other assets.............................      7,861         9,192
                                                -------       --------
       Total Assets........................    $555,862      $463,085
                                               ========      ========

   LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities
     Short-term borrowings..................    $33,084        $5,980
     Accounts payable.......................     12,265         5,996
     Accrued expenses and 
       other current liabilities............     57,597        49,710
                                                -------        ------
   Total current liabilities................    102,946        61,686

   Other liabilities........................      2,439         2,425
   Long-term debt...........................         --         1,510
   Shareholders' equity
     Preference Shares, $0.01 par value-shares
       authorized 5,000,000; none issued....         --            --
     Ordinary Shares, $0.01 par value-shares
       authorized 50,000,000;
       issued and outstanding 37,361,994
       and 37,249,529, respectively.........        374           372
     Capital in excess of par value.........    168,716       165,032
     Retained earnings......................    281,416       232,015
     Cumulative translation adjustment......        (29)           45
                                               --------      --------

       Total shareholders' equity...........    450,477       397,464

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

   Commitments and contingencies

       Total Liabilities and Shareholders'
         Equity.............................   $555,862      $463,085
                                               ========      ========

         See Accompanying Notes to Condensed Consolidated Financial
         Statements


                                        3<PAGE>




<TABLE>
                            TOMMY HILFIGER CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share amounts)
<CAPTION>
   (Unaudited)                 FOR THE SIX MONTHS ENDED    FOR THE THREE MONTHS ENDED
                                     SEPTEMBER 30,                SEPTEMBER 30,
                               ------------------------    --------------------------
                                      1997       1996        1997           1996
                                    <C>        <C>          <C>           <C>
   Net revenue....................  $398,281   $303,036     $224,546      $178,907
   Cost of goods sold.............   206,870    157,986      114,838        91,976
                                    --------   --------     --------      --------

   Gross profit...................   191,411    145,050      109,708        86,931
   Selling, general and
     administrative 
     expenses.....................   119,557     92,184       62,913        51,796
                                    --------   --------     --------      --------
   Income from operations.........    71,854     52,866       46,795        35,135
   Interest expense ..............       694        544          515           341
   Investment income .............     3,575      2,984        1,826         1,396
                                     -------   --------     --------      --------
   Income before income taxes....     74,735     55,306       48,106        36,190
   Provision for income taxes ....    25,334     18,638       16,212        12,100
                                     -------    -------      -------       -------
   Net income.....................   $49,401    $36,668      $31,894       $24,090
                                     =======    =======      =======       =======      
   Earnings per share:  
     Earnings per share and share
     equivalents..................  $   1.30   $    .97     $    .84      $    .63
                                    ========   ========     ========      ========
   Weighted average shares
     and share equivalents
     outstanding..................    37,928     37,742       37,976        37,984
                                    ========   ========     ========      ========


           See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

















                                        4<PAGE>





                                 TOMMY HILFIGER CORPORATION
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (IN THOUSANDS)


   (Unaudited)                                      For the Six Months
                                                    Ended September 30,
                                                    ------------------
                                                     1997           1996
                                                     ----           ----

   Cash flows from operating activities
     Net income...................................   $49,401    $36,668
     Adjustments to reconcile net
       income to net cash from
       operating activities
         Depreciation and amortization............    14,496      9,189
         Changes in operating assets and
           liabilities
           (Increase) decrease in assets
             Accounts receivable..................   (24,729)   (11,523)
             Inventories..........................   (58,490)   (21,860)
             Other assets.........................    (1,780)       437
           Increase (decrease) in liabilities
             Accounts payable.....................     6,269     (2,410)
             Accrued expenses and other
               liabilities........................     7,901      8,494
                                                      ------      -----
         Net cash (used in) provided by
           operating activities...................    (6,932)    18,995
                                                      ------      -----

   Cash flows from investing activities
     Purchases of property and equipment..........   (31,453)   (49,181)
     Purchases of investments.....................   (20,000)        --
                                                      ------     ------

         Net cash used in investing activities....   (51,453)   (49,181)
                                                     -------    -------

   Cash flows from financing activities
     Proceeds from the exercise of employee
       stock options..............................     2,817      1,786
     Tax benefit from exercise of stock options...       869      2,897
     Short-term bank borrowings...................    27,104     (4,776)
     Payments on long-term debt...................    (1,510)      (138)
     Other........................................       (74)         7
     Net cash provided by (used in)
       financing activities.......................    29,206       (224)
                                                      ------      -----

   Net decrease in cash...........................   (29,179)   (30,410)
   Cash and cash equivalents,
     beginning of period..........................   109,908    127,743
                                                     -------    -------

   Cash and cash equivalents, end of period.......   $80,729    $97,333
                                                     =======    =======

   See Accompanying Notes to Condensed Consolidated Financial Statements


                                        5<PAGE>




<TABLE>
                         TOMMY HILFIGER CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                               (IN THOUSANDS)
<CAPTION>
                                         CAPITAL IN
                                           EXCESS                 CUMULATIVE       TOTAL
                                ORDINARY   OF PAR    RETAINED     TRANSLATION  SHAREHOLDERS'
                                 SHARES     VALUE    EARNINGS     ADJUSTMENT      EQUITY
                                 -------  --------   --------     -----------  ------------
   <S>                              <C>   <C>       <C>             <C>
   BALANCE, MARCH 31, 1996          $369  $155,294  $145,633          $42     $301,338
     Net income..................                     86,382                    86,382
     Exercise of employee
       stock options.............      3     3,926                               3,929
     Tax benefits from exercise
       of stock options..........            5,812                               5,812
     Translation adjustment......                                       3            3
                                    ----   -------   -------        -----      -------
   BALANCE, MARCH 31, 1997           372   165,032   232,015           45      397,464
     Net income..................                     49,401                    49,401
     Exercise of employee
       stock options.............      2     2,815                               2,817
     Tax benefits from exercise
       of stock options..........              869                                 869
     Translation adjustment......                                     (74)         (74)
                                    ----   -------   -------        ------     --------
   BALANCE, SEPTEMBER 30, 1997
     (UNAUDITED)                    $374  $168,716  $281,416         ($29)     $450,477
                                    ====  ========  ========        ======     ========


      See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

























                                        6<PAGE>





                            TOMMY HILFIGER CORPORATION
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         NOTE 1 - BASIS OF PRESENTATION

              The accompanying unaudited condensed consolidated
         financial statements have been prepared by Tommy Hilfiger
         Corporation (the "Company") in a manner consistent with that
         used in the preparation of the consolidated financial
         statements included in the Company's 1997 Annual Report as
         filed with the Securities and Exchange Commission on Form 10-K
         (the "Form 10-K").  Certain items contained in these statements
         are based on estimates.  In the opinion of management, the
         accompanying financial statements reflect all adjustments,
         consisting of only normal and recurring adjustments, necessary
         for a fair presentation of the financial position and results
         of operations and cash flows for the periods presented.  All
         significant intercompany accounts and transactions have been
         eliminated.

              Operating results for the six month period ended September
         30, 1997 are not necessarily indicative of the results that may
         be expected for the fiscal year ending March 31, 1998.  These
         unaudited financial statements should be read in conjunction
         with the financial statements included in the Form 10-K.

              The financial statements as of and for the six month and
         the three month periods ended September 30, 1997 and 1996 are
         unaudited.  The Condensed Consolidated Balance Sheet as of
         March 31, 1997, as presented, has been prepared from the
         Consolidated Balance Sheet as of March 31, 1997 included in the
         Company's Form 10-K.

         NOTE 2 - INVENTORIES

              Inventories are summarized as follows:

                                September 30, 1997   March 31, 1997
                                ------------------   --------------
             Finished Goods.......  $180,456,000       $122,237,000
             Raw Materials........     1,881,000          1,610,000
                                    ------------       ------------
                                    $182,337,000       $123,847,000
                                    ============       ============












                                        7<PAGE>





   ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
             AND RESULTS OF OPERATIONS

   RESULTS OF OPERATIONS

   The following table sets forth, for the periods indicated, the percentage
   relationship to net revenue of certain items in the Company's Condensed
   Consolidated Statements of Operations:
<TABLE>                                   
<CAPTION>                                   
                                   SIX MONTHS ENDED            THREE MONTHS ENDED
                                     SEPTEMBER 30,                SEPTEMBER 30,
                                   ----------------            ------------------
                                      1997       1996        1997           1996
                                      ----       ----        ----           ----
   <S>                               <C>        <C>          <C>           <C>
   Net revenue....................   100.0%     100.0%       100.0%        100.0%
   Cost of goods sold.............    51.9       52.1         51.1          51.4
                                     -----      -----        -----         -----

   Gross profit...................    48.1       47.9         48.9          48.6
   Selling, general and
     administrative expenses......    30.0       30.4         28.0          29.0
                                      ----       ----         ----          ----

   Income from operations.........    18.1       17.5         20.9          19.6
   Interest expense...............     0.2        0.2          0.2           0.2
   Interest income................     0.9        1.0          0.7           0.8
                                      ----       ----         ----          ----

   Income before income taxes.....    18.8       18.3         21.4          20.2
   Provision for income taxes.....     6.4        6.2          7.2           6.7
                                      ----       ----         ----          ----
   Net income.....................    12.4       12.1         14.2          13.5
                                      ====       ====         ====          ====
</TABLE>
           Six months ended September 30, 1997 compared to six months ended 
                                 September 30, 1996

              The Company's net income increased 34.7% to $49,401,000,
         or $1.30 per share, during the six months ended September 30,
         1997 from $36,668,000, or $.97 per share, in the corresponding
         period of fiscal 1997.

              Net revenue increased $95,245,000, or 31.4%, to
         $398,281,000 during the six months ended September 30, 1997
         from $303,036,000 during the six months ended September 30,
         1996.  This improvement is principally due to volume increases
         in each of the Company's operating divisions, as outlined
         below.

              Wholesale net revenue has increased to $278,704,000 in the
         first six months of fiscal 1998 from $222,878,000 in the
         corresponding period of fiscal 1997, an improvement of
         $55,826,000 or 25.0%.  This improvement consists of a menswear
         wholesale sales increase of 16.9% and a boyswear wholesale
         sales increase of 72.6%.  During the six months ended September
         30, 1997, menswear wholesale sales were $222,486,000 while
         boyswear wholesale sales were $56,218,000.  In the
         corresponding period last year, menswear wholesale sales were
         $190,300,000 while boyswear wholesale sales were $32,578,000.
         Substantially all of these increases were due to increases in
         volume which resulted primarily from increased sales to
         existing customers.  The increased sales to existing customers
         were partially the result of the Company's in-store shop and
         fixtured area expansion program, whereby certain of the
         Company's customers have increased the amount of square footage
         where the Company's products are featured.

              Net revenue in the Company's retail division increased
         34.0% to $91,101,000 in the first six months of fiscal 1998
         from $67,966,000 in the corresponding period of fiscal 1997.
         The increase in the number of stores as well as an increase in
         sales at existing stores contributed to the increased revenue.
         Of the total increase of $23,135,000, $6,018,000 was
         attributable to retail stores opened since September 30, 1996.
         The total number of retail stores open as of September 30, 1997
         and 1996 were 59 and 52, respectively.

              Net revenue from royalties and buying agency commissions
         increased 133.6% to $28,476,000 during the six months ended
         September 30, 1997 from $12,192,000 during the six months ended
         September 30, 1996.  This increase reflects the incremental
         revenue associated with a general increase in sales of existing
         licensed products and buying agency services.

              Gross profit as a percentage of net revenue increased to
         48.1% in the first six months of fiscal 1998 from 47.9% in the
         first six months of fiscal 1997.  This increase is attributable
         to the increases in retail operations and royalties and buying
         agency commissions, 


                                        8<PAGE>





         each of which had higher percentage revenue increases, and
         which produce higher margins, than wholesale operations.
         This was partially offset by lower margins in menswear whole-
         sale operations and a greater contribution to wholesale 
         operations of childrenswear, which produces lower margins 
         than menswear.

              Selling, general and administrative expenses, as a
         percentage of net revenue, decreased to 30.0% in fiscal 1998
         from 30.4% in fiscal 1997.  This decrease is due to leveraging
         these expenses against the higher revenue base.  Selling,
         general and administrative expenses increased to $119,557,000
         in the first six months of fiscal 1998 from $92,184,000 in the
         corresponding period of fiscal 1997.  The overall increase is
         primarily due to increased volume-related expenses of the
         Company's wholesale and retail operations to support the higher
         revenue.  In addition, depreciation and amortization increased
         due to the greater number of in-store shops and fixtured areas.

              The provision for taxes increased to 33.9% of income
         before taxes in the six months ended September 30, 1997 from
         33.7% in the six months ended September 30, 1996.

                Three months ended September 30, 1997 compared to 
                      three months ended September 30, 1996

              The Company's net income increased 32.4% to $31,894,000,
         or $.84 per share, in the quarter ended September 30, 1997 from
         $24,090,000, or $.63 per share, in the corresponding quarter
         last year.

              Net revenue increased to $224,546,000 in the second
         quarter of fiscal 1998 from $178,907,000 in the second quarter
         of fiscal 1997, an improvement of $45,639,000, or 25.5%.  This
         increase is primarily due to volume increases in each of the
         Company's operating divisions, as outlined below.

              Wholesale net revenue increased to $153,260,000 in the
         second quarter of fiscal 1998 from $128,933,000 in the second
         quarter of fiscal 1997, an improvement of 18.9%.  This
         improvement consists of a menswear wholesale sales increase of
         9.0% and a boyswear wholesale sales increase of 70.8%.  During
         the quarter ended September 30, 1997, menswear wholesale sales
         were $118,205,000 while boyswear wholesale sales were
         $35,055,000.  In the corresponding quarter last year, menswear
         wholesale sales were $108,407,000 while boyswear wholesale
         sales were $20,526,000.  Substantially all of these increases
         were due to increases in volume which resulted primarily from
         increased sales to existing customers.  The increased sales to
         existing customers were partially the result of the Company's
         in-store shop and fixtured area expansion program, whereby
         certain of the Company's customers have increased the amount of
         square footage where the Company's products are featured.

              Net revenue in the Company's retail division increased
         27.4% to $54,948,000 during the second quarter of fiscal 1998
         from $43,123,000 in the second quarter of fiscal 1997.  The
         increase in the number of stores as well as an increase in
         sales at existing stores contributed to the improved revenue.
         Of the total increase of $11,825,000, $3,800,000 was
         attributable to retail stores opened since September 30, 1996.
         A total of 59 stores were open as of September 30, 1997
         compared to 52 stores as of September 30, 1996.

              Revenue from royalties and buying agency commissions
         increased 138.5% to $16,338,000 in the second quarter of fiscal
         1998 from $6,851,000 in the corresponding quarter of fiscal
         1997. This increase reflects the incremental revenue associated
         with a general increase in sales of existing licensed products
         and buying agency services.

              Gross profit as a percentage of net revenue increased to
         48.9% in the second quarter of fiscal 1998 from 48.6% in the
         second quarter of fiscal 1997.  The increase is attributable to
         increases in retail operations and royalties and buying agency
         commissions, each of which had higher revenue increases, and
         which produce higher margins, than wholesale operations.  This
         was partially offset by lower margins in menswear wholesale 
         operations and a greater contribution to wholesale operations
         of childrenswear, which produces lower margins than menswear.

              Selling, general and administrative expenses, as a
         percentage of net revenue, decreased to 28.0% in the second
         quarter of fiscal 1998 from 29.0% in the second quarter of
         fiscal 1997.  This decrease is due to leveraging these expenses
         against the higher revenue base.  Selling, general and
         administrative expenses increased to $62,913,000 in the second
         quarter of fiscal 1998 from $51,796,000 in the corresponding
         period of fiscal 1997.  The overall increase is primarily due
         to increased volume-related expenses of the Company's wholesale
         and retail operations to support the higher revenue.  In
         addition, depreciation and amortization increased due to the
         greater number of in-store shops and fixtured areas.

              The provision for income taxes increased to 33.7% of
         income before taxes in the second quarter of fiscal 1998 from
         33.4% in the corresponding period of fiscal 1997.


                                        9<PAGE>






         LIQUIDITY AND CAPITAL RESOURCES

              The Company's primary funding requirements are to finance
         working capital and the continued growth of its business.
         Primarily, this includes the purchase of inventory in
         anticipation of increased sales of the wholesale and retail
         divisions as well as capital expenditures related to the
         expansion of the menswear in-store shop and boyswear fixtured
         area programs and additional retail stores.  The Company's
         sources of liquidity are cash on hand, cash from operations and
         available credit.

              As of September 30, 1997, the Company had approximately
         $80,729,000 of cash and cash equivalents and $20,000,000 of
         short-term investments compared to a year-end balance of
         approximately $109,908,000 of cash and cash equivalents.  This
         represented an overall decrease of $9,179,000 due to cash used
         in operating and investing activities, partially offset by cash
         provided by financing activities.  A detailed analysis of the
         changes in cash and cash equivalents is presented in the
         Condensed Consolidated Statements of Cash Flows.

              Net cash used in operating activities during the first six
         months of fiscal 1998 was $6,932,000.  This amount is primarily
         made up of an increase in working capital offset, in part, by
         cash generated from net earnings.  The increase in working
         capital is principally due to a higher inventory level which
         increased 47.2% to $182,337,000 at September 30, 1997 from
         $123,847,000 at March 31, 1997.  Higher inventory levels at
         September 30, 1997 were attributable to a planned build-up of
         inventory in anticipation of the holiday and spring seasons of
         fiscal 1998 and increased retail division inventory.  Also 
         contributing to the increased working capital is an increase 
         of $24,729,000 in accounts receivable from March 31, 1997 to 
         September 30, 1997.  This increase is a result of the timing 
         of the Company's revenue, which is higher in the second fiscal 
         quarter than in the fourth fiscal quarter.

              Capital expenditures were $31,453,000 for the six months
         ended September 30, 1997, compared with $49,181,000 for the six
         months ended September 30, 1996.  Significant capital
         expenditures in the first six months of fiscal 1998 include
         additions related to the Company's first flagship store in
         Beverly Hills and the expansion of certain of the Company's in-
         store shops.  The fiscal 1997 amount includes the purchase of
         the property which houses the Company's executive offices,
         along with its primary sales, marketing and licensing offices
         and its main licensees' showrooms, for approximately
         $25,875,000.

              In July 1996, the Company entered into an amended and
         restated revolving credit agreement (the "Credit Agreement")
         effective April 1, 1996.  The Credit Agreement, which expires
         in June 1999, provides for direct borrowings, bankers
         acceptances and letters of credit of amounts ranging from
         $100,000,000 in fiscal 1997 to $150,000,000 in fiscal 1999.
         Available borrowings under the Credit Agreement are subject to
         the timed increase of availability under the Credit Agreement
         and are based upon eligible accounts receivable, inventory and
         open letters of credit.  As of September 30, 1997, $125,000,000
         was available for utilization under the Credit Agreement.
         Obligations under the Credit Agreement are collateralized by
         substantially all the assets of the Company's U.S. operations.
         Direct borrowings under the Credit Agreement, which were
         limited to $75,000,000 as of September 30, 1997, accrue
         interest at varying interest rates.

              At September 30, 1997, total short-term borrowings of
         $33,084,000 consisted of $6,800,000 of borrowings under the
         credit agreement and open letters of credit for inventory
         purchased of $26,284,000.  Additionally, at September 30, 1997,
         Tommy Hilfiger U.S.A., Inc. ("TH USA"), a wholly owned
         subsidiary of the Company, was contingently liable for
         unexpired bank letters of credit of $32,454,000 related to
         commitments of TH USA to suppliers for the purchase of
         inventories.


                                       10<PAGE>






              The Credit Agreement contains various covenants and, among
         other matters, includes certain restrictions upon capital
         expenditures, investments, indebtedness, loans and advances and
         transactions with related parties.  In addition, the Credit
         Agreement prohibits certain of the Company's operating
         subsidiaries which are borrowers or guarantors under the Credit
         Agreement from paying any dividends.  Because Tommy Hilfiger
         Corporation is a holding company, dividends or other advances
         from its subsidiaries will be required to fund any cash
         dividends to holders of Ordinary Shares.  Such dividend
         restrictions are not expected to have an adverse impact on the
         Company.  The Credit Agreement also requires the maintenance of
         minimum tangible net worth and interest coverage ratios.  The
         Company was in compliance with all covenants under the Credit
         Agreement as of, and for the period ended, September 30, 1997.

              Cash requirements in fiscal 1998 will primarily include
         capital expenditures relating to the in-store shop and fixtured
         area programs and the opening of additional retail stores, as
         well as flagship stores.  The Company believes the amount of
         capital expenditures in fiscal 1998 will be consistent with
         fiscal 1997 and the Company intends to fund its cash
         requirements for fiscal 1998 and future years from available
         cash balances, internally generated funds and borrowings
         available under the Credit Agreement.  The Company believes
         that these resources will be sufficient to fund its cash
         requirements for such periods.

         SAFE HARBOR STATEMENT

              Safe Harbor Statement under the Private Securities
         Litigation Reform Act of 1995.  In addition to the historical
         information contained herein, there are matters discussed which
         are hereby identified as "forward-looking statements" for
         purposes of the Safe Harbor Statement.  These forward-looking
         statements involve risks and uncertainties, including but not
         limited to economic, competitive, governmental and
         technological factors affecting the Company's operations,
         markets, products, services and prices.
















                                       11<PAGE>






                                     PART II


         ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              On October 27, 1997, the Company held its Annual Meeting
         of Shareholders at The Sandy Lane Hotel, Sandy Lane, St. James,
         Barbados.

              The following matters were voted upon at the meeting:

              (i)   the election of four directors to the Board of
              Directors of the Company for a term to expire at the 2000
              Annual Meeting of Shareholders;

              (ii)  a proposal to amend the Company's Stock Option Plans
              to increase by 750,000 the number of Ordinary Shares, par
              value $.01 per share, of the Company authorized for
              issuance under the Stock Option Plans of the Company and
              its subsidiaries; and

              (iii) a proposal to ratify the selection of Price
              Waterhouse LLP as the Company's auditors for the fiscal
              year ending March 31, 1998.

              With respect to the election of the directors, the
         following votes were cast:

              Nominee               For            Withheld Authority

              Benjamin M.T. Ng     29,380,031           214,416
              Lawrence S. Stroll   27,413,807         2,180,640
              Lester M.Y. Ma       29,373,638           220,809
              Clinton V. Silver    29,433,759           160,688

              With respect to the amendment to the Company's Stock
         Option Plans, a total of 20,060,980 votes were cast in favor of
         the proposal, 9,394,242 votes were cast against and 139,225
         votes abstained.  There were 0 broker non-votes with respect to
         this proposal.

              With respect to the approval of Price Waterhouse LLP as
         auditors, a total of 29,467,168 votes were cast in favor of the
         proposal, 43,725 votes were cast against and 83,554 votes
         abstained.

              There were a total of 37,361,994 shares entitled to vote,
         in person or by proxy, at the meeting.  A total of 7,767,547
         shares did not vote.

         ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              11.     Computation of Net Income Per Ordinary Share

              27.     Financial Data Schedule

         (b)  Reports on Form 8-K

                   The Company did not file any Current Reports on Form
         8-K during the three months ended September 30, 1997.


                                       12<PAGE>





                                    SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
         1934, the Company has duly caused this report to be signed on
         its behalf by the undersigned thereunto duly authorized:


                                    Tommy Hilfiger Corporation


         Date:  November 5, 1997    By: /s/ Joel J. Horowitz
                                            Joel J. Horowitz
                                            Chief Executive Officer
                                              and President
                                            Tommy Hilfiger Corporation


         Date:  November 5, 1997    By: /s/ Steven A. Sorrillo
                                            Steven A. Sorrillo
                                            Principal Accounting Officer
                                            Tommy Hilfiger Corporation



































                                       13<PAGE>





                                  EXHIBIT INDEX


         Exhibit Number             Description            Page Number

         11.  Computation of Net Income Per Ordinary Share    15

         27.  Financial Data Schedule                         16
















































                                       14








                                                              EXHIBIT 11
<TABLE>
                            TOMMY HILFIGER CORPORATION
                   COMPUTATION OF NET INCOME PER ORDINARY SHARE

                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
                                          SIX
                                     MONTHS ENDED              THREE MONTHS ENDED
                                     SEPTEMBER 30,                SEPTEMBER 30,
                                      -----------             --------------------
                                      1997       1996        1997           1996
                                      ----       ----        ----           ----
   FINANCIAL STATEMENT PRESENTATION

   PRIMARY
   <S>                           <C>        <C>          <C>           <C>                              
   Average shares outstanding     37,306     37,038       37,350        37,038

   Net effect of dilutive
     stock options based on the
     treasury stock method using
     average market price            622        704          626           946
                                 -------    -------      -------       -------
   Total                          37,928     37,742       37,976        37,984
                                 =======    =======      =======       =======
   Net Income                    $49,401    $36,668      $31,894       $24,090
                                 =======    =======      =======       =======
   Per share amount              $  1.30    $  0.97      $  0.84       $  0.63
                                 =======    =======      =======       =======
   FULLY DILUTED

   Average shares outstanding     37,306     37,038       37,350        37,038

   Net effect of dilutive stock
     options based on the
     treasury stock method using
     the greater of the average
     or ending market price          708      1,010          798         1,068
                                 -------    -------      -------       -------
   Total                          38,014     38,048       38,148        38,106
                                 =======    =======      =======       =======
   Net Income                    $49,401    $36,668      $31,894       $24,090
                                 =======    =======      =======       =======
   Per share amount              $  1.30    $  0.96      $  0.84       $  0.63
                                 =======    =======      =======       =======
</TABLE>


                                       15  
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

                                                     EXHIBIT 27
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Tommy
Hilfiger Corporation Condensed Consolidated Balance Sheet as of September 30,
1997 and Condensed Consolidated Statement of Operations for the six months then
ended and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-END>                               SEP-30-1997
<CASH>                                          80,729
<SECURITIES>                                         0
<RECEIVABLES>                                  104,713
<ALLOWANCES>                                         0
<INVENTORY>                                    182,337
<CURRENT-ASSETS>                               409,217
<PP&E>                                         138,784
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 555,862
<CURRENT-LIABILITIES>                          102,946
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           374
<OTHER-SE>                                     450,103
<TOTAL-LIABILITY-AND-EQUITY>                   555,862
<SALES>                                              0
<TOTAL-REVENUES>                               398,281
<CGS>                                                0
<TOTAL-COSTS>                                  206,870
<OTHER-EXPENSES>                               116,676
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 74,735
<INCOME-TAX>                                    25,334
<INCOME-CONTINUING>                             49,401
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    49,401
<EPS-PRIMARY>                                     1.30
<EPS-DILUTED>                                        0
        

                                       16


</TABLE>


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