As filed with the Securities and Exchange Commission on June 12, 1996

                                              Registration No. 33-

                  

                       SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C. 20549




                                     FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                  LOEHMANN'S, INC.
            (Exact name of registrant as specified in its charter)


          DELAWARE                                         22-2341356
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                             Identification No.)


                                     2500 Halsey Street
                                   Bronx,  New York  10461
                                       (718) 409-2000
                      (Address of Principal Executive Offices) (Zip Code)

                                  NEW STOCK INCENTIVE PLAN

                                  (Full title of the plan)




                                      Philip Kaplan
                                     Loehmann's, Inc.
                                    2500 Halsey Street
                                  Bronx, New York  10461
                         (Name and address of agent for service)
                                      (718) 409-2000
                 (Telephone number, including area code, of agent for service)


                                        COPIES TO:
                                    Mitchell S. Fishman
                                     Robert B. Schumer
                           Paul, Weiss, Rifkind, Wharton & Garrison
                                 1285 Avenue of the Americas
                                    New York, NY 10019
                                     (212) 373-3000



<PAGE>



                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                       Proposed               Proposed
         Title of                                      Maximum                Maximum
Securities to be Registered  Amount to be           Offering Price       Aggregate Offering          Amount of
                             Registered (1)            Per Share (2)          Price (2)          Registration Fee (2)
<S>                        <C>                        <C>                  <C>                    <C>
  Common Stock, $.01 par
      value per share       121,964 shares (3)           $ 8.06               $  983,029.84        $  339.00 (6)
  Common Stock, $.01 par
      value per share       134,068 shares (4)           $ 5.01               $  671,680.68        $  232.00 (6)
  Common Stock, $0.1 par
      value per share       190,860 shares (5)           $23.8125             $4,544,853.75        $1,568.00 (6)
</TABLE>


(1) Consists of 446,892 shares reserved for issuance under the New Stock
    Incentive Plan.

(2) Estimated solely for the purpose of computing the registration fee in
    accordance with Rule 457(c) and 457(h)(i) under the Securities Act of 1933,
    as amended.

(3) Represents 121,964 shares reserved for issuance pursuant to stock options
    awards having an exercise price of $8.06 per share, granted pursuant to the
    New Stock Incentive Plan.  The registration fee for such shares was
    calculated in accordance with Rule 457(h)(i) under the Securities Act of
    1933, as amended, based on the exercise price of the options.

(4) Represents 134,068 shares reserved for issuance pursuant to stock options
    awards having an exercise price of $5.01 per share, granted pursuant to the
    New Stock Incentive Plan.  The registration fee for such shares was
    calculated in accordance with Rule 457(h)(i) under the Securities Act of
    1933, as amended, based on the exercise price of the options.

(5) Represents 190,860 shares reserved for issuance under the New Stock
    Incentive Plan.  The registration fee for such shares was calculated in
    accordance with Rule 457(c) under the Securities Act of 1933, as amended,
    upon the basis of fluctuating market price.

(6) One wire transfer in the amount of $2,139 has been included with this
    filing in payment of the total filing fee.




<PAGE>





                            EXPLANATORY NOTE


    The Section 10(a) prospectus being delivered by Loehmann's, Inc. (the
"Company") to participants in the Loehmann's, Inc. New Stock Incentive
Plan (the "Plan") as required by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), has been prepared in accordance
with the requirements of Form S-8 and relates to shares of Common Stock,
par value $.01 per share (the "Common Stock"), reserved for issuance
pursuant to the Plan.  The Plan information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act.  The Company
will provide to participants in the Plan a written statement advising
them of the availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by Item 2 of
Part I of Form S-8.




<PAGE>


   
                                    PART I

                            INFORMATION REQUIRED IN
                          THE SECTION 10(A) PROSPECTUS


ITEM 1.     PLAN INFORMATION

    Not required to be filed in the Registration Statement.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

    Not required to be filed in the Registration Statement.


                                    PART II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT



ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:

    1.The Company's Prospectus, dated May 7, 1996, which was filed with
the Commission pursuant to Rule 424(b) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), and relates to the
Company's Registration Statement on Form S-1 (Registration Statement No.
33-97100), which was declared effective on May 7, 1996;

    2.The Company's Registration Statement on Form 8-A, dated May 1,
1996, filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which contains a description of
the Common Stock.

    All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents.

                                    II-1
<PAGE>

ITEM 4.     DESCRIPTION OF SECURITIES

    Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145(a) of the General Corporation Law of the State of
Delaware provides that a Delaware corporation may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect
of any criminal action or proceeding, had no cause to believe his conduct
was unlawful.

    Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
court in which such action was brought shall determine that despite the
adjudication of liability, such person is fairly and reasonably entitled
to be indemnified for such expenses which the court shall deem proper.

    Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of
any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith;
that indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation may purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising
out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under such Section 145.

                                    II-2
<PAGE>

    The Company's Restated Certificate of Incorporation provides for
indemnification of the Company's directors and officers to the fullest
extent permitted by law.  The Company's Restated Certificate of
Incorporation also permits the Board of Directors to authorize the
Company to purchase and maintain insurance against any liability asserted
against any director, officer, employee or agent of the Company arising
out of his capacity as such.  Insofar as indemnification for liabilities
under the Securities Act may be permitted to directors, officers, or
controlling persons of the Company pursuant to the Company's Restated
Certificate of Incorporation, its By-laws and the Delaware General
Corporation Law, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in
such Act and is therefore unenforceable.

    As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that directors of the
Company shall not be personally liable to the Company or its stockholders
for monetary damages for beach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law, relating
to prohibited dividends or distributions or the repurchase or redemption
of stock or (iv) for any transaction from which the director derives an
improper personal benefit.  As a result of this provision, the Company
and its stockholders may be unable to obtain monetary damages from a
director for beach of his or her duty of care.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

Item 8.     EXHIBITS

4.1 --      Amended and Restated Certificate of Incorporation of the Company
            currently in effect.  (Incorporated by reference to Exhibit 4.1 to
            the Company's Registration Statement on Form S-1 (Registration
            Statement No. 33-97100), filed with the Commission).
                                    
4.2 --      By-laws of the Company. (Incorporated by reference to Exhibit 4.2
            to the Company's Registration Statement on Form S-1 (Registration
            Statement No. 33-97100), filed with the Commission).

5.1 --      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
            legality of shares of Common Stock being registered.

23.1--      Consent of Ernst & Young LLP.

23.2--      Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
            their opinion filed as Exhibit 5.1).

                                      II-3
<PAGE>                              

24.1--      Power of Attorney (included on the signature page hereto).


Item 9.     UNDERTAKINGS

    (a)The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                      (i)  To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-effective
               amendment thereof) which, individually or in the
               aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high end of
               the estimated maximum offering range may be reflected in
               the form of prospectus filed with the Securities and
               Exchange Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no
               more than a 20% change in the maximum aggregate offering
               price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement;

                    (iii)  To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any material
               change to such information in the registration statement.

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if  the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

               (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

                                       II-4
<PAGE>                              

               (3)  To remove from registration by means of a
     post-effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that
is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's
Certificate of Incorporation or by-laws, by contract, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



                                     II-5     
<PAGE>


                                  SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant 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 New York,
State of New York, on June 10, 1996.

                              LOEHMANN'S, INC.


                              By:  /s/ PHILIP KAPLAN
                                 --------------------------------   
                                      Philip Kaplan
                                      President


          We, the undersigned officers and directors of Loehmann's, Inc.,
hereby severally constitute Philip Kaplan, Robert Friedman and Robert
Glass, and each of them singly, our true and lawful attorneys-in-fact
with full power to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective
amendments, to this registration statement, and generally do all such
things in our name and behalf in such capacities to enable Loehmann's,
Inc. to comply with the applicable provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they may
be signed by our said attorney to any and all such amendments.

          Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in
the capacities and on the dates indicated:


     SIGNATURES                         TITLE                        DATE
[S]                          [C]                                [C]

     /s/ NORMAN S. MATTHEWS    Chairman of the Board and Director June 10, 1996
- -----------------------------
      Norman S. Matthews

    /s/ PHILIP KAPLAN          President and Chief Operating      June 10, 1996
- -----------------------------  Officer and Director (Principal
      Philip Kaplan            Executive Officer)

                                    II-6   
<PAGE>                              


     /s/ ROBERT N. FRIEDMAN   Chairman and Chief Executive        June 10, 1996
- ----------------------------  Officer and Director
       Robert N. Friedman

     /s/ ROBERT GLASS         Senior Vice President and Chief     June 10, 1996
- ----------------------------- Financial Officer (Principal
       Robert Glass           Financial and Accounting Officer)

     /s/ JANET A. HICKEY      Vice President and Director         June 10, 1996
- -----------------------------
       Janet A. Hickey


- ----------------------------- Director
       Richard E. Kroon

     /s/ CHRISTINA A. MOHR    Director                            June 10, 1996
- -----------------------------
       Christina A. Mohr

     /s/ CYNTHIA COHEN TURK  Director                             June 10, 1996
- ----------------------------- 
       Cynthia Cohen Turk


                                     II-7     
<PAGE>


                                INDEX TO EXHIBITS


                                                                Sequential Page
EXHIBITS                                                            NUMBER

4.1  --   Amended and Restated Certificate of Incorporation of
          the Company currently in effect.  (Incorporated by
          reference to Exhibit 4.1 to the Company's Registration
          Statement on Form S-1 (Registration Statement No. 33-
          97100), filed with the Commission).

4.2  --   By-laws of the Company. (Incorporated by reference to
          Exhibit 4.2 to the Company's Registration Statement on
          Form S-1 (Registration Statement No. 33-97100), filed
          with the Commission).

5.1  --   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as
          to the legality of shares of Common Stock being
          registered.

23.1 --   Consent of Ernst & Young LLP.

23.2 --   Consent of Paul, Weiss, Rifkind, Wharton & Garrison
          (included in their opinion filed as Exhibit 5.1).

24.1 --   Power of Attorney (included on the signature page
          hereto).


                                           
<PAGE>
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As filed with the Securities and Exchange Commission on June 12, 1996

                                              Registration No. 33-

                  

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                     FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  LOEHMANN'S, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                         22-2341356
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                             Identification No.)

                                     2500 Halsey Street
                                   Bronx,  New York  10461
                                       (718) 409-2000
                      (Address of Principal Executive Offices) (Zip Code)

                                  NEW STOCK INCENTIVE PLAN

                                  (Full title of the plan)

                                      Philip Kaplan
                                     Loehmann's, Inc.
                                    2500 Halsey Street
                                  Bronx, New York  10461
                         (Name and address of agent for service)
                                      (718) 409-2000
                 (Telephone number, including area code, of agent for service)

                                        COPIES TO:
                                    Mitchell S. Fishman
                                     Robert B. Schumer
                           Paul, Weiss, Rifkind, Wharton & Garrison
                                 1285 Avenue of the Americas
                                    New York, NY 10019
                                     (212) 373-3000
CALCULATION OF REGISTRATION FEE
Proposed               Proposed
         Title of                                      Maximum                Maximum
Securities to be Registered  Amount to be           Offering Price       Aggregate Offering          Amount of
                             Registered (1)            Per Share (2)          Price (2)          Registration Fee (2)
Common Stock, $.01 par
      value per share       121,964 shares (3)           $ 8.06               $  983,029.84        $  339.00 (6)
  Common Stock, $.01 par
      value per share       134,068 shares (4)           $ 5.01               $  671,680.68        $  232.00 (6)
  Common Stock, $0.1 par
      value per share       190,860 shares (5)           $23.8125             $4,544,853.75        $1,568.00 (6)
(1) Consists of 446,892 shares reserved for issuance under the New Stock
    Incentive Plan.

(2) Estimated solely for the purpose of computing the registration fee in
    accordance with Rule 457(c) and 457(h)(i) under the Securities Act of 1933,
    as amended.

(3) Represents 121,964 shares reserved for issuance pursuant to stock options
    awards having an exercise price of $8.06 per share, granted pursuant to the
    New Stock Incentive Plan.  The registration fee for such shares was
    calculated in accordance with Rule 457(h)(i) under the Securities Act of
    1933, as amended, based on the exercise price of the options.

(4) Represents 134,068 shares reserved for issuance pursuant to stock options
    awards having an exercise price of $5.01 per share, granted pursuant to the
    New Stock Incentive Plan.  The registration fee for such shares was
    calculated in accordance with Rule 457(h)(i) under the Securities Act of
    1933, as amended, based on the exercise price of the options.

(5) Represents 190,860 shares reserved for issuance under the New Stock
    Incentive Plan.  The registration fee for such shares was calculated in
    accordance with Rule 457(c) under the Securities Act of 1933, as amended,
    upon the basis of fluctuating market price.

(6) One wire transfer in the amount of $2,139 has been included with this
    filing in payment of the total filing fee.
EXPLANATORY NOTE

    The Section 10(a) prospectus being delivered by Loehmann's, Inc. (the
"Company") to participants in the Loehmann's, Inc. New Stock Incentive
Plan (the "Plan") as required by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), has been prepared in accordance
with the requirements of Form S-8 and relates to shares of Common Stock,
par value $.01 per share (the "Common Stock"), reserved for issuance
pursuant to the Plan.  The Plan information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act.  The Company
will provide to participants in the Plan a written statement advising
them of the availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by Item 2 of
Part I of Form S-8.
PART I

                            INFORMATION REQUIRED IN
                          THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

    Not required to be filed in the Registration Statement.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

    Not required to be filed in the Registration Statement.

                                    PART II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:

    1.The Company's Prospectus, dated May 7, 1996, which was filed with
the Commission pursuant to Rule 424(b) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), and relates to the
Company's Registration Statement on Form S-1 (Registration Statement No.
33-97100), which was declared effective on May 7, 1996;

    2.The Company's Registration Statement on Form 8-A, dated May 1,
1996, filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which contains a description of
the Common Stock.

    All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents.

                                    II-1
ITEM 4.     DESCRIPTION OF SECURITIES

    Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145(a) of the General Corporation Law of the State of
Delaware provides that a Delaware corporation may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect
of any criminal action or proceeding, had no cause to believe his conduct
was unlawful.

    Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
court in which such action was brought shall determine that despite the
adjudication of liability, such person is fairly and reasonably entitled
to be indemnified for such expenses which the court shall deem proper.

    Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of
any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith;
that indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation may purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising
out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under such Section 145.

                                    II-2
The Company's Restated Certificate of Incorporation provides for
indemnification of the Company's directors and officers to the fullest
extent permitted by law.  The Company's Restated Certificate of
Incorporation also permits the Board of Directors to authorize the
Company to purchase and maintain insurance against any liability asserted
against any director, officer, employee or agent of the Company arising
out of his capacity as such.  Insofar as indemnification for liabilities
under the Securities Act may be permitted to directors, officers, or
controlling persons of the Company pursuant to the Company's Restated
Certificate of Incorporation, its By-laws and the Delaware General
Corporation Law, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in
such Act and is therefore unenforceable.

    As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that directors of the
Company shall not be personally liable to the Company or its stockholders
for monetary damages for beach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law, relating
to prohibited dividends or distributions or the repurchase or redemption
of stock or (iv) for any transaction from which the director derives an
improper personal benefit.  As a result of this provision, the Company
and its stockholders may be unable to obtain monetary damages from a
director for beach of his or her duty of care.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

Item 8.     EXHIBITS

4.1 --      Amended and Restated Certificate of Incorporation of the Company
            currently in effect.  (Incorporated by reference to Exhibit 4.1 to
            the Company's Registration Statement on Form S-1 (Registration
            Statement No. 33-97100), filed with the Commission).
                                    
4.2 --      By-laws of the Company. (Incorporated by reference to Exhibit 4.2
            to the Company's Registration Statement on Form S-1 (Registration
            Statement No. 33-97100), filed with the Commission).

5.1 --      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
            legality of shares of Common Stock being registered.

23.1--      Consent of Ernst & Young LLP.

23.2--      Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
            their opinion filed as Exhibit 5.1).

                                      II-3
24.1--      Power of Attorney (included on the signature page hereto).

Item 9.     UNDERTAKINGS

    (a)The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                      (i)  To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-effective
               amendment thereof) which, individually or in the
               aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high end of
               the estimated maximum offering range may be reflected in
               the form of prospectus filed with the Securities and
               Exchange Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no
               more than a 20% change in the maximum aggregate offering
               price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement;

                    (iii)  To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any material
               change to such information in the registration statement.

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if  the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

               (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

                                       II-4
(3)  To remove from registration by means of a
     post-effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that
is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's
Certificate of Incorporation or by-laws, by contract, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                     II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant 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 New York,
State of New York, on June 10, 1996.

                              LOEHMANN'S, INC.

                              By:  /s/ PHILIP KAPLAN
                                 --------------------------------   
                                      Philip Kaplan
                                      President

          We, the undersigned officers and directors of Loehmann's, Inc.,
hereby severally constitute Philip Kaplan, Robert Friedman and Robert
Glass, and each of them singly, our true and lawful attorneys-in-fact
with full power to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective
amendments, to this registration statement, and generally do all such
things in our name and behalf in such capacities to enable Loehmann's,
Inc. to comply with the applicable provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they may
be signed by our said attorney to any and all such amendments.

          Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in
the capacities and on the dates indicated:

     SIGNATURES                         TITLE                        DATE
[S]                          [C]                                [C]

     /s/ NORMAN S. MATTHEWS    Chairman of the Board and Director June 10, 1996
- -----------------------------
      Norman S. Matthews

    /s/ PHILIP KAPLAN          President and Chief Operating      June 10, 1996
- -----------------------------  Officer and Director (Principal
      Philip Kaplan            Executive Officer)

                                    II-6
/s/ ROBERT N. FRIEDMAN   Chairman and Chief Executive        June 10, 1996
- ----------------------------  Officer and Director
       Robert N. Friedman

     /s/ ROBERT GLASS         Senior Vice President and Chief     June 10, 1996
- ----------------------------- Financial Officer (Principal
       Robert Glass           Financial and Accounting Officer)

     /s/ JANET A. HICKEY      Vice President and Director         June 10, 1996
- -----------------------------
       Janet A. Hickey

- ----------------------------- Director
       Richard E. Kroon

     /s/ CHRISTINA A. MOHR    Director                            June 10, 1996
- -----------------------------
       Christina A. Mohr

     /s/ CYNTHIA COHEN TURK  Director                             June 10, 1996
- ----------------------------- 
       Cynthia Cohen Turk

                                     II-7
INDEX TO EXHIBITS

                                                                Sequential Page
EXHIBITS                                                            NUMBER

4.1  --   Amended and Restated Certificate of Incorporation of
          the Company currently in effect.  (Incorporated by
          reference to Exhibit 4.1 to the Company's Registration
          Statement on Form S-1 (Registration Statement No. 33-
          97100), filed with the Commission).

4.2  --   By-laws of the Company. (Incorporated by reference to
          Exhibit 4.2 to the Company's Registration Statement on
          Form S-1 (Registration Statement No. 33-97100), filed
          with the Commission).

5.1  --   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as
          to the legality of shares of Common Stock being
          registered.

23.1 --   Consent of Ernst & Young LLP.

23.2 --   Consent of Paul, Weiss, Rifkind, Wharton & Garrison
          (included in their opinion filed as Exhibit 5.1).

24.1 --   Power of Attorney (included on the signature page
          hereto).