As filed with the Securities and Exchange Commission on July 1,
1998.
                               Registration No. 333-__________
                                                                  
                        

            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                    ___________________

                         FORM S-8

                  REGISTRATION STATEMENT
                           UNDER
                THE SECURITIES ACT OF 1933
                    ___________________

                   ST. JOHN KNITS, INC.
  (Exact name of registrant as specified in its charter)
                    ___________________

   California                              95-2245070
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

       17422 Derian Avenue, Irvine, California 92614
         (Address of principal executive offices)


        ST. JOHN KNITS, INC. 1993 STOCK OPTION PLAN
                 (Full title of the plan)

                      Robert E. Gray
                  Chief Executive Officer
                   St. John Knits, Inc.
                    17422 Derian Avenue
                 Irvine, California  92614
          (Name and address of agent for service)
                    ___________________

Telephone number, including area code, of agent for service: 
(949) 863-1171
                    ___________________

             CALCULATION  OF REGISTRATION  FEE
                                     
                             Proposed    Proposed
                             maximum     maximum
Title of         Amount      offering    aggregate   Amount of
securities       to be       price       offering    registration
to be registered registered  per unit    price       fee      
         

Common Stock,     750,000<1> $39.1875<2> $29,390,625<2>$8,671<2>
without par value shares                    



<1>This Registration Statement covers, in addition to the
   number of shares of Common Stock stated above, options and
   other rights to purchase or acquire the shares of Common
   Stock covered by the Prospectus and, pursuant to Rule
   416(c) under the Securities Act of 1933, as amended (the
   "Securities Act"), an indeterminate number of shares which
   by reason of certain events specified in the St. John
   Knits, Inc. 1993 Stock Option Plan (the "Plan") may become
   subject to the Plan.

<2>Pursuant to Rule 457(h), the maximum offering price, per
   share and in the aggregate, and the registration fee were
   calculated based upon the average of the high and low
   prices of the Common Stock on June 29, 1998, as reported on
   the New York Stock Exchange and published in the Western
   Edition of The Wall Street Journal.

   The Exhibit Index included in this Registration Statement
   is at page S-3.
                                                                  
          
   The Prospectus which contains the information
   required pursuant to Section 10(a) of the Securities
   Act relates to a Registration Statement on Form S-8
   under the Securities Act filed with the Commission on
   March 11, 1994.


                          PART I

                INFORMATION REQUIRED IN THE
                 SECTION 10(a) PROSPECTUS


       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act.  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. 
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form
S-8 (Part II hereof), taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.



                          PART II

                INFORMATION REQUIRED IN THE
                  REGISTRATION STATEMENT

ITEM 3.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of St. John Knits, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference: 

  (a)  Annual Report on Form 10-K for the Company's fiscal year
       ended November 2, 1997, as amended; 

  (b)  Quarterly Reports on Forms 10-Q for the Company's
       quarterly periods ended February 1, 1998 and May 3, 1998;

  (c)  The description of the Company's Common Stock which is
       contained in a registration statement filed by the
       Company under Section 12 of the Securities Exchange Act
       of 1934, as amended (the "Exchange Act"), including any
       amendment or report filed for the purpose of updating
       such description.

       All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into the prospectus and to be a part hereof from the
date of filing of such documents.  Any statement contained herein
or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or amended, to constitute a part
of this Registration Statement.

ITEM 4.DESCRIPTION OF SECURITIES

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

       The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by O'Melveny & Myers
LLP.  David A. Krinsky is a partner in such law firm, is a member
of the Company's Board of Directors, and holds options granted
under the Plan to acquire shares of Common Stock.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

ITEM 8.EXHIBITS 

       See the attached Exhibit Index at page S-3.

ITEM 9.UNDERTAKINGS

       The information and contents of a Registration Statement
on Form S-8 which was filed with the Commission by the Company on
March 11, 1994, is incorporated herein by reference.  Except for
required opinions, consents, signature pages and any information
required in this Registration Statement that is not in the above
mentioned Registration Statement, the information required by Part
II to be contained in this Registration Statement is omitted in
accordance with General Instruction E to Form S-8.


                        SIGNATURES

       Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Irvine,
State of California, on May 27, 1998.


                          ST. JOHN KNITS, INC.


                          By:  /s/ Robert E. Gray
                               Robert E. Gray
                          Its: Chairman of the Board and 
                               Chief Executive Officer
                          


                     POWER OF ATTORNEY

       Each person whose signature appears below constitutes and
appoints Robert E. Gray his or her true and lawful attorney-in-fact
and agent with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

       Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

  SIGNATURE                    TITLE                  DATE

/s/ Robert E. Gray   Chairman of the Board and Chief   May 27, 1998
Robert E. Gray       Executive Officer
                     (Principal Executive Officer)

/s/ Marie St. John   Gray Vice-Chairman of the Board,  May 27, 1998
Marie St. John Gray  Chief Designer and Secretary, 
                     Director

/s/ Kelly A. Gray    President, Director               May 27, 1998
Kelly A. Gray     
                  

/s/ Roger G. Ruppert Senior Vice President --          May 27, 1998
Roger G. Ruppert     Finance and Chief Financial,
                     Officer Director (Principal
                     Financial and Accounting Officer)

/s/ Richard A. Gadbois, III  Director                  May 27, 1998
Richard A. Gadbois, III            


/s/ David A. Krinsky         Director                  May 27, 1998
David A. Krinsky             



                                    EXHIBIT INDEX*


Exhibit                               
Number                 Description    


4.          St. John Knits, Inc. 1993 Stock Option 
            Plan, as amended.

5.          Opinion of Counsel (opinion re 
            legality).                                                         

23.1        Consent of Arthur Andersen LLP 
            (consent of independent accountants).                              
   
23.2        Consent of Counsel (included in
            Exhibit 5).                                                        

24.         Power of Attorney (included in this
            Registration Statement under 
            "Signatures").     

________________________
* Each exhibit index and exhibit of a Registration Statement on Form
S-8 which was filed with the Commission by the Company on March 11,
1994, is incorporated herein by reference.
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{"company-data": {"conformed-name": "ST JOHN KNITS INC", "cik": "0000896100", "assigned-sic": "2253", "irs-number": "952245070", "state-of-incorporation": "CA", "fiscal-year-end": "1103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58357", "film-number": "98659498"}, "business-address": {"street1": "17422 DERIAN AVE IVE", "city": "IRVINE", "state": "CA", "zip": "92715", "phone": "7142233301"}, "mail-address": {"street1": "17422 DERIAN AVE", "city": "IRVINE", "state": "CA", "zip": "92713"}}
As filed with the Securities and Exchange Commission on July 1,
1998.
                               Registration No. 333-__________
                                                                  
                        

            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                    ___________________

                         FORM S-8

                  REGISTRATION STATEMENT
                           UNDER
                THE SECURITIES ACT OF 1933
                    ___________________

                   ST. JOHN KNITS, INC.
  (Exact name of registrant as specified in its charter)
                    ___________________

   California                              95-2245070
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

       17422 Derian Avenue, Irvine, California 92614
         (Address of principal executive offices)

        ST. JOHN KNITS, INC. 1993 STOCK OPTION PLAN
                 (Full title of the plan)

                      Robert E. Gray
                  Chief Executive Officer
                   St. John Knits, Inc.
                    17422 Derian Avenue
                 Irvine, California  92614
          (Name and address of agent for service)
                    ___________________

Telephone number, including area code, of agent for service: 
(949) 863-1171
                    ___________________

             CALCULATION  OF REGISTRATION  FEE
                                     
                             Proposed    Proposed
                             maximum     maximum
Title of         Amount      offering    aggregate   Amount of
securities       to be       price       offering    registration
to be registered registered  per unit    price       fee      
         

Common Stock,     750,000<1> $39.1875<2> $29,390,625<2>$8,671<2>
without par value shares                    

<1>This Registration Statement covers, in addition to the
   number of shares of Common Stock stated above, options and
   other rights to purchase or acquire the shares of Common
   Stock covered by the Prospectus and, pursuant to Rule
   416(c) under the Securities Act of 1933, as amended (the
   "Securities Act"), an indeterminate number of shares which
   by reason of certain events specified in the St. John
   Knits, Inc. 1993 Stock Option Plan (the "Plan") may become
   subject to the Plan.

<2>Pursuant to Rule 457(h), the maximum offering price, per
   share and in the aggregate, and the registration fee were
   calculated based upon the average of the high and low
   prices of the Common Stock on June 29, 1998, as reported on
   the New York Stock Exchange and published in the Western
   Edition of The Wall Street Journal.

   The Exhibit Index included in this Registration Statement
   is at page S-3.
                                                                  
          
   The Prospectus which contains the information
   required pursuant to Section 10(a) of the Securities
   Act relates to a Registration Statement on Form S-8
   under the Securities Act filed with the Commission on
   March 11, 1994.

                          PART I

                INFORMATION REQUIRED IN THE
                 SECTION 10(a) PROSPECTUS

       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act.  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. 
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form
S-8 (Part II hereof), taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                          PART II

                INFORMATION REQUIRED IN THE
                  REGISTRATION STATEMENT

ITEM 3.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of St. John Knits, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference: 

  (a)  Annual Report on Form 10-K for the Company's fiscal year
       ended November 2, 1997, as amended; 

  (b)  Quarterly Reports on Forms 10-Q for the Company's
       quarterly periods ended February 1, 1998 and May 3, 1998;

  (c)  The description of the Company's Common Stock which is
       contained in a registration statement filed by the
       Company under Section 12 of the Securities Exchange Act
       of 1934, as amended (the "Exchange Act"), including any
       amendment or report filed for the purpose of updating
       such description.

       All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into the prospectus and to be a part hereof from the
date of filing of such documents.  Any statement contained herein
or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or amended, to constitute a part
of this Registration Statement.

ITEM 4.DESCRIPTION OF SECURITIES

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

       The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by O'Melveny & Myers
LLP.  David A. Krinsky is a partner in such law firm, is a member
of the Company's Board of Directors, and holds options granted
under the Plan to acquire shares of Common Stock.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

ITEM 8.EXHIBITS 

       See the attached Exhibit Index at page S-3.

ITEM 9.UNDERTAKINGS

       The information and contents of a Registration Statement
on Form S-8 which was filed with the Commission by the Company on
March 11, 1994, is incorporated herein by reference.  Except for
required opinions, consents, signature pages and any information
required in this Registration Statement that is not in the above
mentioned Registration Statement, the information required by Part
II to be contained in this Registration Statement is omitted in
accordance with General Instruction E to Form S-8.

                        SIGNATURES

       Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Irvine,
State of California, on May 27, 1998.

                          ST. JOHN KNITS, INC.

                          By:  /s/ Robert E. Gray
                               Robert E. Gray
                          Its: Chairman of the Board and 
                               Chief Executive Officer
                          

                     POWER OF ATTORNEY

       Each person whose signature appears below constitutes and
appoints Robert E. Gray his or her true and lawful attorney-in-fact
and agent with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

       Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

  SIGNATURE                    TITLE                  DATE

/s/ Robert E. Gray   Chairman of the Board and Chief   May 27, 1998
Robert E. Gray       Executive Officer
                     (Principal Executive Officer)

/s/ Marie St. John   Gray Vice-Chairman of the Board,  May 27, 1998
Marie St. John Gray  Chief Designer and Secretary, 
                     Director

/s/ Kelly A. Gray    President, Director               May 27, 1998
Kelly A. Gray     
                  

/s/ Roger G. Ruppert Senior Vice President --          May 27, 1998
Roger G. Ruppert     Finance and Chief Financial,
                     Officer Director (Principal
                     Financial and Accounting Officer)

/s/ Richard A. Gadbois, III  Director                  May 27, 1998
Richard A. Gadbois, III            

/s/ David A. Krinsky         Director                  May 27, 1998
David A. Krinsky             

                                    EXHIBIT INDEX*

Exhibit                               
Number                 Description    

4.          St. John Knits, Inc. 1993 Stock Option 
            Plan, as amended.

5.          Opinion of Counsel (opinion re 
            legality).                                                         

23.1        Consent of Arthur Andersen LLP 
            (consent of independent accountants).                              
   
23.2        Consent of Counsel (included in
            Exhibit 5).                                                        

24.         Power of Attorney (included in this
            Registration Statement under 
            "Signatures").     

________________________
* Each exhibit index and exhibit of a Registration Statement on Form
S-8 which was filed with the Commission by the Company on March 11,
1994, is incorporated herein by reference.