One of the world trends growing alarmingly is Producing, distributing & Consuming counterfeit goods of Credible & luxury brands & one of the industries facing this crisis increasingly is clothing industry. Based on this, the present study aims to analyze & identify factors influencing Consumers’ attitude toward counterfeit products & intention to purchase such products in clothing industry that has been done in Sari, Mazandaran. And in it, these Factors effect on attitude toward counterfeit products & then the impact of attitude toward counterfeit products on intention to buy such products have been measured. The study method is a Survey type & in order to collect study data, a questionnaire designed with a combination n of different available resources in literature has been used. To achieve the study goals, 384 individuals who purchased counterfeit products intentionally were chosen from Sari. To analyze data & test hypotheses, Study model & questionnaire, Cronbach’s alpha coefficient tests, Structural Equations Modeling (SEM), Confirmatory Factorial Analysis (CFA) & one-way Variance analysis (ANONA) have been applied & two Software Packages SPSS & LISREL were used. Through reviewing the literature available & analyzing experts’ views, generally, 11 variables have been identified: Personal gratification, Value consciousness, Price–quality inference, Social Effect, Brand prestige, Brand Loyalty, Ethical Issues, Risk averseness, Subjective norm, perceived risk, Brand consciousness, as the influencing factors on attitude toward counterfeit products. Study Findings have indicated that the factors as Personal gratification, Value consciousness, Price–quality inference, Social Effect, Ethical Issues, Subjective norm, perceived risk, Brand consciousness, have meaningful effect on attitude to counterfeit products & the impact of Brand prestige, Brand Loyalty, Risk averseness, was not meaningfull on view about counterfeit products. Besides, the findings have shown that attitude toward counterfeit products has a meaningful effect on intention to purchase such products.