WARNACO GROUP INC /DE/
10-K/A, 1994-04-08
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                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 10-K
(Mark One)
    X             ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
   ---            SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  For the fiscal year ended January 8, 1994

                                   or

   ___            TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _________ to _________

                     Commission File Number:  1-4715


                         THE WARNACO GROUP, INC.
         (Exact name of registrant as specified in its charter)

                   DELAWARE                        95-4032739
      (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)            Identification No.)

               90 PARK AVENUE
             NEW YORK, NEW YORK                        10016
   (Address of principal executive offices)          (Zip Code)

   REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 661-1300

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

       SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                Name of each exchange
          Title of each class                    on which registered
          -------------------                   ---------------------
      Class A Common Stock, par value           New York Stock Exchange
            $0.01 per share

    SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  NONE

                        ------------------------
      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 ( )

      Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best knowledge of the registrant, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment of this Form 10-K. (X)

      The aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 25, 1994 was approximately
$528,934,000.

   
      The number of shares outstanding of the registrant's Class A
Common Stock as of March 25, 1994:  21,016,321
    

      Documents incorporated by reference:  The definitive Proxy
Statement of The Warnaco Group, Inc. relating to the 1994 Annual Meeting
of Stockholders is incorporated by reference in Part III hereof.


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