SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-
1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
The Warnaco Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
934390 10 5
(CUSIP Number)
(Conversion from Schedule 13D)
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rules pursuant to which
this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a
prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act, but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 934390 10 13G
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Linda J. Wachner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( ) (b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
9,628,870
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 9,622,489
PERSON
WITH 8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,643,439
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.14%
12 TYPE OF REPORTING PERSON*
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
The name of the issuer is The Warnaco Group, Inc. (the
"Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at
90 Park Avenue, New York, NY 10016.
Item 2(a). Name of Person Filing:
This statement is filed by Linda J. Wachner (the
"Reporting Person").
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the business office of the Reporting Person
is 90 Park Avenue, New York, NY 10016.
Item 2(c). Citizenship:
The Reporting Person is a citizen of the United States of
America.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share (the "Common
Stock")
Item 2(e). CUSIP Number:
934390 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d- 2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with 13d-
1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in
accordance with 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in
accordance with Rule 13d-1(b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of
the Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check
this box: [x]
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned:
9,643,439 shares
(b) Percent of class:
14.14%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
9,628,870
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the
disposition of
9,622,489
(iv) Shared power to dispose or to direct the
disposition of
None
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
The Reporting Person hereby makes the following
certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 25, 1998
By: /s/ LINDA J. WACHNER
__________________________
Linda J. Wachner
