DESIGNER HOLDINGS LTD
8-A12B, 1996-05-06
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 8-A

         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
         SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                             DESIGNER HOLDINGS LTD.
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                  13-3876218
      (State of Incorporation or                       (I.R.S. Employee
             Organization)                            Identification no.)

             1385 Broadway                                    
          New York, New York                                 10018
(Address of Principal Executive Offices)                  (Zip Code)

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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /

       Securities to be registered pursuant to Section 12(b) of the Act:


<TABLE>
<CAPTION>
      Title of Each Class                       Name of Each Exchange on Which
      to be so Registered                       Each Class is to be Registered
      -------------------                       ------------------------------
<S>                                              <C>
Common Stock, par value $.01 per share                New York Stock Exchange
       (Title of Class)
</TABLE>

       Securities to be registered pursuant to Section 12(g) of the Act:

                                      None

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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        Reference is made to the section entitled "Description of Capital
Stock" contained in the Registrant's Prospectus in the form to be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which
Prospectus will constitute a part of the Registrant's Registration Statement 
on Form S-1 (No. 333-2236), as amended, and is incorporated herein by reference.

ITEM 2. EXHIBITS.*

Number       Description
- ------       ----------
1.           Amendment No. 3 to the Registration Statement on Form S-1 (No. 
             333-2236) of the Registrant, as filed on May 6, 1996 with the
             Securities and Exchange Commission pursuant to the Securities Act
             of 1933, as amended.

4.1          Certificate of Incorporation of the Registrant.

4.2          By-laws of the Registrant. 

4.3          Form of Registration Rights Agreement among the Registrant, New 
             Rio L.L.C. and Calvin Klein, Inc.

5.           Form of specimen stock certificate.

_________________

*   Filed with each copy of this Registration Statement filed with the New York
    Stock Exchange, Inc. Not filed with, or incorporated by reference in, 
    copies of this Registration Statement filed with the Securities and Exchange
    Commission.   


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                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                           DESIGNER HOLDINGS LTD.

Date: May 6, 1996                 By:      /s/ ARNOLD H. SIMON
                                     ------------------------------------------
                                          Name:  Arnold H. Simon 
                                          Title: President and Chief
                                                  Executive Officer 
                                                     
                                                    
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                                 EXHIBIT INDEX

NUMBER AND DESCRIPTION                                              PAGE NO.
- ----------------------                                              --------
1.   Amendment No. 3 to the Registration Statement on Form S-1 
     (No. 333-2236) of the Registrant, as filed on May 6, 1996 
     with the Securities and Exchange Commission pursuant to the 
     Securities Act of 1933, as amended.

4.1  Certificate of Incorporation of the Registrant.

4.2  By-laws of the Registrant.

4.3  Form of Registration Rights Agreement among the Registrant, 
     New Rio L.L.C. and Calvin Klein, Inc.

5.   Form of specimen stock certificate.


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