ST JOHN KNITS INTERNATIONAL INC
AMENDED EMPLOYMENT AGMT - MARIE ST. JOHN GRAY
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDED EMPLOYMENT AGMT - MARIE ST. JOHN GRAY
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.3

                                FIRST AMENDMENT
                                ---------------
                                       TO
                                       --
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                   -----------------------------------------

          This First Amendment to Amended and Restated Employment Agreement
(this "Amendment"), effective as of May 4, 2000, is entered into by and between
St. John Knits, Inc., a California corporation ("Company"), and Marie St. John
Gray, an individual ("Executive"), and amends terms of that certain Amended and
Restated Employment Agreement, dated as of July 14, 1998, between the Company
and Executive (the "1998 Agreement"). In consideration of the mutual covenants
and agreement set forth herein, the parties hereto agree as follows (all
capitalized terms not defined herein shall have the meanings set forth in the
1998 Agreement).

          1.  Section I.2 of the 1998 Agreement shall be deleted in its entirety
and replaced with the following:

              "I.2 Term. The employment of Executive by the Company under the
     terms and conditions of this Agreement will commence as of January 1, 1998
     and will continue for a period of seven (7) years (until December 31, 2004)
     unless renewed or terminated sooner in accordance with the provisions
     hereof."

          2.  Section IV.5(b)(i) of the 1998 Agreement shall be deleted in its
entirety and replace with the following:

              "(i) salary continuation in an amount equal to Executive's Base
     Salary for a period of one year, said sum to be paid semi-monthly in equal
     installments at the times salary payments are usually made; and"

          3.  A Section II.6 shall be added as follows:

              "II.6  Compensation Review.  The Board of Directors of the
                     -------------------
     Company shall meet with Executive each year during the period normally set
     by the Company for employee performance reviews to discuss Executives
     performance and to review and discuss appropriate adjustments to her
     compensation."

          4.  All other terms and conditions of the 1998 Agreement shall remain
the same.

          5.  All the provisions contained in Article V of the 1998 Agreement
are incorporated into this Amendment by this reference.

                                       1
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.

                         "Company"

                         St. John Knits, Inc.,
                         a California corporation


                         By:  /s/ Bob Gray
                              -----------------------------------
                              Bob Gray
                              Chief Executive Officer


                         "Executive"


                         /s/ Marie St. John Gray
                         ----------------------------------------
                         Marie St. John Gray

                                       2
</TEXT>
</DOCUMENT>
