AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2007

                                                          REGISTRATION NO. 333-
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            _______________________

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


                               POLO RALPH LAUREN
                                  CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 DELAWARE                               13-2622036
     (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)


            650 MADISON AVENUE
            NEW YORK, NEW YORK                              10022
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


                         POLO RALPH LAUREN CORPORATION
                      1997 LONG-TERM STOCK INCENTIVE PLAN
                            (Full title of the plan)


                              JONATHAN D. DRUCKER
                    SENIOR VICE PRESIDENT - GENERAL COUNSEL
                                 AND SECRETARY
                         POLO RALPH LAUREN CORPORATION
                               650 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                                  212-318-7000
               (Name, address, including zip code, and telephone
              number, including area code, of agent for service)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                    CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                      PROPOSED MAXIMUM     PROPOSED MAXIMUM
                                                    AMOUNT TO BE     OFFERING PRICE PER   AGGREGATE OFFERING       AMOUNT OF
     TITLE OF SECURITIES TO BE REGISTERED           REGISTERED(1)       SHARE (2)(3)           PRICE(3)       REGISTRATION FEE(1)
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>               <C>                  <C>
Class A Common Stock, par value $0.01 per share       6,000,000           $  85.50        $ 513,000,000.00        $ 15,749.10
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
------------
(1)  6,000,000  shares of Class A Common Stock under the 1997  Long-Term  Stock
     Incentive  Plan (the "Plan"),  are being  registered in this  Registration
     Statement,  plus, in accordance  with Rule 416 under the Securities Act of
     1933, as amended, such additional shares of Class A Common Stock as may be
     issuable  pursuant to adjustments for dividends,  splits,  combinations or
     other changes or recapitalizations or similar transactions. The registrant
     has previously  registered  20,000,000  shares  issuable under the Plan on
     Registration Statement Nos. 333-29023 and 333-46808. The registration fees
     for the  previously  registered  shares  were  paid at the  time  that the
     previous registration statements were filed.
(2)  The Proposed  Maximum Offering Price Per Share was determined by averaging
     the high and low prices of the Class A Common Stock as reported by the New
     York Stock Exchange on March 9, 2007.
(3)  Estimated  solely for the purpose of  computing  the  registration  fee in
     accordance  with Rules 457(c) and 457(h) under the Securities Act of 1933,
     as amended.

<PAGE>


                                EXPLANATORY NOTE

        Polo  Ralph  Lauren  Corporation  (the  "Company")  has  prepared  this
Registration  Statement in accordance  with the  requirements of Form S-8 under
the Securities Act of 1933, as amended (the  "Securities  Act"), to increase by
6,000,000  the number of shares of Class A Common  Stock  registered  under the
1997 Long-Term Stock Incentive Plan (the "Plan").

        Pursuant to General  Instruction E of Form S-8, the contents of (i) the
Registration Statement on Form S-8 (File No. 333-29023) previously filed by the
Company with the Securities and Exchange  Commission (the "Commission") on June
12, 1997 and (ii) the Registration  Statement on Form S-8 (File No.  333-46808)
previously filed by the Company with the Securities and Exchange  Commission on
September 28, 2000 are hereby  incorporated  by reference in this  Registration
Statement.  Upon the effectiveness of this Registration  Statement,  a total of
26,000,000  shares  of Class A Common  Stock  issuable  under  the Plan will be
registered, including 6,000,000 additional shares of Class A Common Stock being
registered hereby.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the information  specified in this Part I of
Form S-8 will be sent or given to all participants  under the Plan as specified
by Rule 428(b)(1) of the Securities Act. These documents are not required to be
filed with the Commission either as part of this  Registration  Statement or as
prospectuses or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.  These  documents  and the  documents  incorporated  by  reference in this
Registration  Statement  pursuant to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act as set forth in Rule 428(a)(1) of the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by the Company with the Commission are
incorporated herein by reference:

         1.   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
              ended April 1, 2006.

         2.   The  Company's  Quarterly  Reports  on Form  10-Q for the  fiscal
              quarters ended July 1, 2006,  September 30, 2006 and December 30,
              2006.

         3.   The  Company's  Current  Reports on Form 8-K dated June 15, 2006,
              August 10, 2006, August 15, 2006,  October 5, 2006,  November 13,
              2006, February 7, 2007 and February 8, 2007.

         4.   The  description of the Company's  Class A Common Stock contained
              in the  Company's  Registration  Statement  on Form S-1 (File No.
              333-24733).

         In addition,  all reports and documents filed by the Company  pursuant
to Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934
subsequent  to the date  hereof  and prior to the  filing  of a  post-effective
amendment which indicates that all securities  offered hereby have been sold or
which deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and made a part hereof from the date of the
filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.


                                       1
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the General  Corporation  Law of the State of Delaware
permits a Delaware corporation to 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 such person 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,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or  proceeding  if such  person  acted in good faith and in a manner  such
person reasonably believed to be in or not opposed to the best interests of the
corporation,  and, with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe such person's conduct was unlawful.

         Section 145 further  permits the  corporation  to 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 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,  partnership,  joint  venture,  trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in  connection  with the defense or  settlement of such
action or suit if such  person  acted in good faith and in a manner such person
reasonably  believed  to be in or not  opposed  to the  best  interests  of the
corporation.  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 of  Chancery  or the
court in which such action or suit was brought shall determine upon application
that,   despite  the   adjudication  of  liability  but  in  view  of  all  the
circumstances  of the case,  such person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery or such other court
shall deem proper.

         To the  extent  that a present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or otherwise in defense of any
action, suit or proceeding  referred to in the preceding two paragraphs,  or in
defense of any claim,  issue or matter therein,  Section 145 requires that such
person be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section  145  provides  that  expenses  (including   attorneys'  fees)
incurred  by  an  officer  or  director  in  defending  any  civil,   criminal,
administrative or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of such  action,  suit or
proceeding  upon receipt of an  undertaking by or on behalf of such director or
officer to repay such amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the  corporation as authorized in
Section 145.

         Article Six of the  Company's  Amended  and  Restated  Certificate  of
Incorporation eliminates the personal liability of the directors of the Company
to the Company or its stockholders for monetary damages for breach of fiduciary

                                       2
<PAGE>

duty  as  directors,   with  certain   exceptions.   Article   Seven   requires
indemnification  of directors and officers of the Company,  and for advancement
of litigation expenses to the fullest extent permitted by Section 145.

         The Company  has  entered  into  indemnification  agreements  with its
directors and officers  indemnifying them against liability that they may incur
in their  capacity as such and for the  advancement  of litigation  expenses in
connection   therewith.   The   indemnification   agreements   do  not  provide
indemnification  to the  extent  that  the  indemnitee  has  actually  received
indemnification  payments  pursuant  to  the  Company's  Amended  and  Restated
Certificate of Incorporation, its directors' and officers' liability insurance,
or  otherwise.  Additionally,  the  indemnification  agreements  do not provide
indemnification against claims (i) based upon or attributable to the indemnitee
gaining  in fact any  personal  profit or  advantage  to which he or she is not
entitled; (ii) for the return by the indemnitee of any remuneration paid to him
or her without the previous  approval of the  stockholders of the Company which
is illegal;  (iii) for an  accounting of profits in fact made from the purchase
or sale by the  indemnitee of  securities of the Company  within the meaning of
Section 16 of the  Securities  Exchange  Act of 1934,  as  amended,  or similar
provisions  of any  state  law;  (iv)  for any  liability  resulting  from  the
indemnitee's knowingly fraudulent,  dishonest or willful misconduct; or (v) for
any amount, the payment of which is not permitted by applicable law.

         Determinations  as to whether an  indemnitee  is  entitled  to be paid
under the  indemnification  agreements  may be made by (i) a majority vote of a
quorum of disinterested  directors;  (ii) independent legal counsel,  if such a
quorum  of  disinterested  directors  is not  obtainable  or if the  quorum  of
disinterested  directors so directs; (iii) a majority of the shares present and
voting, so long as a quorum is present; or (iv) a final adjudication of a court
of competent jurisdiction. In the event that the Company undergoes a "Change of
Control" (as defined in the  indemnification  agreements),  the  indemnitee may
provide  that all such  determinations  shall  be made by  special  independent
counsel selected by the indemnitee and approved by the Company,  which approval
may not be unreasonably withheld. In certain  circumstances,  an indemnitee may
require  the  Company to  establish  a trust fund to assure  that funds will be
available  to pay  any  amounts  which  may be due  such  indemnitee  under  an
indemnification agreement.

         The Company also maintains  directors and officers liability insurance
for the benefit of its directors and certain of its officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


ITEM 8.  EXHIBITS.

  4.1    Amended and  Restated  Certificate  of  Incorporation  of the Company.
         (Incorporated  herein by  reference  to Exhibit  3.1 to the  Company's
         Registration Statement on Form S-1 (File No. 333-24733) (the "S-1")).

  4.2    Amended and Restated By-laws of the Company.  (Incorporated  herein by
         reference to Exhibit 3.2 to the S-1).

                                       3
<PAGE>

ITEM 8.  EXHIBITS (continued).

  5.1    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.*

  23.1   Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison LLP (included in
         Exhibit 5.1).*

  23.2   Consent of Deloitte & Touche LLP.*

  24.1   Power of Attorney (included on signature pages of this Part II).*

------------
* Filed herewith


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;

                    (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 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
registration  statement  is on Form S-8,  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is contained in
reports filed with or furnished to the Commission 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 purpose of determining  any liability  under the
Securities Act, 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.

              (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 (and, where applicable,  each filing of an

                                       4
<PAGE>

employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of the
Securities  Exchange  Act of 1934) 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 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  Commission  such  indemnification  is against  public policy as
expressed in the Securities 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 Securities Act and will be governed by the final  adjudication
of such issue.

<PAGE>

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  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 March 14, 2007.


                                         POLO RALPH LAUREN CORPORATION


                                         By: /s/ Tracey T. Travis
                                             ---------------------------
                                             Name:  Tracey T. Travis
                                             Title: Senior Vice President and
                                                    Chief Financial Officer



                               POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each of the  undersigned
directors and officers of Polo Ralph Lauren  Corporation hereby constitutes and
appoints   Ralph   Lauren  and  Tracey  T.  Travis,   and  each  of  them,   as
attorneys-in-fact  for the  undersigned,  in any and all capacities,  with full
power of substitution,  to sign any amendments to this  registration  statement
(including  post-effective  amendments),  and to file  the same  with  exhibits
thereto and other  documents in connection  therewith  with the  Securities and
Exchange Commission,  granting unto said  attorneys-in-fact,  and each of them,
full  power  and  authority  to do and  perform  each and  every  act and thing
requisite and  necessary to be done in and about the premises,  as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and  confirming  all that  each  said  attorney-in-fact,  or any of  them,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in the
capacities indicated as of March 14, 2007.

-------------------------------------------------------------------------------
       SIGNATURE                                      TITLE
-------------------------------------------------------------------------------


/s/ Ralph Lauren                        Chairman of the Board, Chief
----------------------------            Executive Officer and Director
Ralph Lauren                            (Principal Executive Officer)


/s/ Roger N. Farah                      President, Chief Operating Officer
----------------------------            and Director
Roger N. Farah


/s/ Jackwyn Nemerov                     Executive Vice President and Director
----------------------------
Jackwyn Nemerov


/s/ Tracey T. Travis                    Senior Vice President and Chief
----------------------------            Financial Officer (Principal Financial
Tracey T. Travis                        and Accounting Officer)


                                       6
<PAGE>

-------------------------------------------------------------------------------
       SIGNATURE                                      TITLE
-------------------------------------------------------------------------------


/s/ John R. Alchin                      Director
------------------------------
John R. Alchin



/s/ Arnold H. Aronson                   Director
------------------------------
Arnold H. Aronson



/s/ Frank A. Bennack, Jr.               Director
------------------------------
Frank A. Bennack, Jr.



/s/ Joyce F. Brown                      Director
------------------------------
Dr. Joyce F. Brown



/s/ Joel L. Fleishman                   Director
------------------------------
Joel L. Fleishman



/s/ Judith A. McHale                    Director
------------------------------
Judith A. McHale



/s/ Steven P. Murphy                    Director
------------------------------
Steven P. Murphy



/s/ Terry S. Semel                      Director
------------------------------
Terry S. Semel



                                       7
<PAGE>


                                 EXHIBIT INDEX


EXHIBIT        DESCRIPTION
-------       -----------

  4.1         Amended and Restated Certificate of Incorporation of the Company.
              (Incorporated herein by reference to Exhibit 3.1 to the Company's
              Registration  Statement  on Form S-1  (File No.  333-24733)  (the
              "S-1")).

  4.2         Amended and Restated By-laws of the Company. (Incorporated herein
              by reference to Exhibit 3.2 to the S-1).

  5.1         Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.*

  23.1        Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included
              in Exhibit 5.1).*

  23.2        Consent of Deloitte & Touche LLP.*

  24.1        Power of Attorney (included on signature pages of this Part II).*


-----------
*Filed herewith.






                                       8
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2007

                                                          REGISTRATION NO. 333-
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            _______________________

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

                               POLO RALPH LAUREN
                                  CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                               13-2622036
     (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

            650 MADISON AVENUE
            NEW YORK, NEW YORK                              10022
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                         POLO RALPH LAUREN CORPORATION
                      1997 LONG-TERM STOCK INCENTIVE PLAN
                            (Full title of the plan)

                              JONATHAN D. DRUCKER
                    SENIOR VICE PRESIDENT - GENERAL COUNSEL
                                 AND SECRETARY
                         POLO RALPH LAUREN CORPORATION
                               650 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                                  212-318-7000
               (Name, address, including zip code, and telephone
              number, including area code, of agent for service)
--------------------------------------------------------------------------------------------------------------------------------
                                                    CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                      PROPOSED MAXIMUM     PROPOSED MAXIMUM
                                                    AMOUNT TO BE     OFFERING PRICE PER   AGGREGATE OFFERING       AMOUNT OF
     TITLE OF SECURITIES TO BE REGISTERED           REGISTERED(1)       SHARE (2)(3)           PRICE(3)       REGISTRATION FEE(1)
--------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01 per share       6,000,000           $  85.50        $ 513,000,000.00        $ 15,749.10
--------------------------------------------------------------------------------------------------------------------------------
------------
(1)  6,000,000  shares of Class A Common Stock under the 1997  Long-Term  Stock
     Incentive  Plan (the "Plan"),  are being  registered in this  Registration
     Statement,  plus, in accordance  with Rule 416 under the Securities Act of
     1933, as amended, such additional shares of Class A Common Stock as may be
     issuable  pursuant to adjustments for dividends,  splits,  combinations or
     other changes or recapitalizations or similar transactions. The registrant
     has previously  registered  20,000,000  shares  issuable under the Plan on
     Registration Statement Nos. 333-29023 and 333-46808. The registration fees
     for the  previously  registered  shares  were  paid at the  time  that the
     previous registration statements were filed.
(2)  The Proposed  Maximum Offering Price Per Share was determined by averaging
     the high and low prices of the Class A Common Stock as reported by the New
     York Stock Exchange on March 9, 2007.
(3)  Estimated  solely for the purpose of  computing  the  registration  fee in
     accordance  with Rules 457(c) and 457(h) under the Securities Act of 1933,
     as amended.
EXPLANATORY NOTE

        Polo  Ralph  Lauren  Corporation  (the  "Company")  has  prepared  this
Registration  Statement in accordance  with the  requirements of Form S-8 under
the Securities Act of 1933, as amended (the  "Securities  Act"), to increase by
6,000,000  the number of shares of Class A Common  Stock  registered  under the
1997 Long-Term Stock Incentive Plan (the "Plan").

        Pursuant to General  Instruction E of Form S-8, the contents of (i) the
Registration Statement on Form S-8 (File No. 333-29023) previously filed by the
Company with the Securities and Exchange  Commission (the "Commission") on June
12, 1997 and (ii) the Registration  Statement on Form S-8 (File No.  333-46808)
previously filed by the Company with the Securities and Exchange  Commission on
September 28, 2000 are hereby  incorporated  by reference in this  Registration
Statement.  Upon the effectiveness of this Registration  Statement,  a total of
26,000,000  shares  of Class A Common  Stock  issuable  under  the Plan will be
registered, including 6,000,000 additional shares of Class A Common Stock being
registered hereby.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the information  specified in this Part I of
Form S-8 will be sent or given to all participants  under the Plan as specified
by Rule 428(b)(1) of the Securities Act. These documents are not required to be
filed with the Commission either as part of this  Registration  Statement or as
prospectuses or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.  These  documents  and the  documents  incorporated  by  reference in this
Registration  Statement  pursuant to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act as set forth in Rule 428(a)(1) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by the Company with the Commission are
incorporated herein by reference:

         1.   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
              ended April 1, 2006.

         2.   The  Company's  Quarterly  Reports  on Form  10-Q for the  fiscal
              quarters ended July 1, 2006,  September 30, 2006 and December 30,
              2006.

         3.   The  Company's  Current  Reports on Form 8-K dated June 15, 2006,
              August 10, 2006, August 15, 2006,  October 5, 2006,  November 13,
              2006, February 7, 2007 and February 8, 2007.

         4.   The  description of the Company's  Class A Common Stock contained
              in the  Company's  Registration  Statement  on Form S-1 (File No.
              333-24733).

         In addition,  all reports and documents filed by the Company  pursuant
to Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934
subsequent  to the date  hereof  and prior to the  filing  of a  post-effective
amendment which indicates that all securities  offered hereby have been sold or
which deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and made a part hereof from the date of the
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

                                       1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the General  Corporation  Law of the State of Delaware
permits a Delaware corporation to 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 such person 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,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or  proceeding  if such  person  acted in good faith and in a manner  such
person reasonably believed to be in or not opposed to the best interests of the
corporation,  and, with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe such person's conduct was unlawful.

         Section 145 further  permits the  corporation  to 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 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,  partnership,  joint  venture,  trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in  connection  with the defense or  settlement of such
action or suit if such  person  acted in good faith and in a manner such person
reasonably  believed  to be in or not  opposed  to the  best  interests  of the
corporation.  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 of  Chancery  or the
court in which such action or suit was brought shall determine upon application
that,   despite  the   adjudication  of  liability  but  in  view  of  all  the
circumstances  of the case,  such person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery or such other court
shall deem proper.

         To the  extent  that a present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or otherwise in defense of any
action, suit or proceeding  referred to in the preceding two paragraphs,  or in
defense of any claim,  issue or matter therein,  Section 145 requires that such
person be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section  145  provides  that  expenses  (including   attorneys'  fees)
incurred  by  an  officer  or  director  in  defending  any  civil,   criminal,
administrative or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of such  action,  suit or
proceeding  upon receipt of an  undertaking by or on behalf of such director or
officer to repay such amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the  corporation as authorized in
Section 145.

         Article Six of the  Company's  Amended  and  Restated  Certificate  of
Incorporation eliminates the personal liability of the directors of the Company
to the Company or its stockholders for monetary damages for breach of fiduciary

                                       2
duty  as  directors,   with  certain   exceptions.   Article   Seven   requires
indemnification  of directors and officers of the Company,  and for advancement
of litigation expenses to the fullest extent permitted by Section 145.

         The Company  has  entered  into  indemnification  agreements  with its
directors and officers  indemnifying them against liability that they may incur
in their  capacity as such and for the  advancement  of litigation  expenses in
connection   therewith.   The   indemnification   agreements   do  not  provide
indemnification  to the  extent  that  the  indemnitee  has  actually  received
indemnification  payments  pursuant  to  the  Company's  Amended  and  Restated
Certificate of Incorporation, its directors' and officers' liability insurance,
or  otherwise.  Additionally,  the  indemnification  agreements  do not provide
indemnification against claims (i) based upon or attributable to the indemnitee
gaining  in fact any  personal  profit or  advantage  to which he or she is not
entitled; (ii) for the return by the indemnitee of any remuneration paid to him
or her without the previous  approval of the  stockholders of the Company which
is illegal;  (iii) for an  accounting of profits in fact made from the purchase
or sale by the  indemnitee of  securities of the Company  within the meaning of
Section 16 of the  Securities  Exchange  Act of 1934,  as  amended,  or similar
provisions  of any  state  law;  (iv)  for any  liability  resulting  from  the
indemnitee's knowingly fraudulent,  dishonest or willful misconduct; or (v) for
any amount, the payment of which is not permitted by applicable law.

         Determinations  as to whether an  indemnitee  is  entitled  to be paid
under the  indemnification  agreements  may be made by (i) a majority vote of a
quorum of disinterested  directors;  (ii) independent legal counsel,  if such a
quorum  of  disinterested  directors  is not  obtainable  or if the  quorum  of
disinterested  directors so directs; (iii) a majority of the shares present and
voting, so long as a quorum is present; or (iv) a final adjudication of a court
of competent jurisdiction. In the event that the Company undergoes a "Change of
Control" (as defined in the  indemnification  agreements),  the  indemnitee may
provide  that all such  determinations  shall  be made by  special  independent
counsel selected by the indemnitee and approved by the Company,  which approval
may not be unreasonably withheld. In certain  circumstances,  an indemnitee may
require  the  Company to  establish  a trust fund to assure  that funds will be
available  to pay  any  amounts  which  may be due  such  indemnitee  under  an
indemnification agreement.

         The Company also maintains  directors and officers liability insurance
for the benefit of its directors and certain of its officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

  4.1    Amended and  Restated  Certificate  of  Incorporation  of the Company.
         (Incorporated  herein by  reference  to Exhibit  3.1 to the  Company's
         Registration Statement on Form S-1 (File No. 333-24733) (the "S-1")).

  4.2    Amended and Restated By-laws of the Company.  (Incorporated  herein by
         reference to Exhibit 3.2 to the S-1).

                                       3
ITEM 8.  EXHIBITS (continued).

  5.1    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.*

  23.1   Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison LLP (included in
         Exhibit 5.1).*

  23.2   Consent of Deloitte & Touche LLP.*

  24.1   Power of Attorney (included on signature pages of this Part II).*

------------
* Filed herewith

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;

                    (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 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
registration  statement  is on Form S-8,  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is contained in
reports filed with or furnished to the Commission 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 purpose of determining  any liability  under the
Securities Act, 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.

              (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 (and, where applicable,  each filing of an

                                       4
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of the
Securities  Exchange  Act of 1934) 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 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  Commission  such  indemnification  is against  public policy as
expressed in the Securities 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 Securities Act and will be governed by the final  adjudication
of such issue.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  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 March 14, 2007.

                                         POLO RALPH LAUREN CORPORATION

                                         By: /s/ Tracey T. Travis
                                             ---------------------------
                                             Name:  Tracey T. Travis
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

                               POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each of the  undersigned
directors and officers of Polo Ralph Lauren  Corporation hereby constitutes and
appoints   Ralph   Lauren  and  Tracey  T.  Travis,   and  each  of  them,   as
attorneys-in-fact  for the  undersigned,  in any and all capacities,  with full
power of substitution,  to sign any amendments to this  registration  statement
(including  post-effective  amendments),  and to file  the same  with  exhibits
thereto and other  documents in connection  therewith  with the  Securities and
Exchange Commission,  granting unto said  attorneys-in-fact,  and each of them,
full  power  and  authority  to do and  perform  each and  every  act and thing
requisite and  necessary to be done in and about the premises,  as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and  confirming  all that  each  said  attorney-in-fact,  or any of  them,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in the
capacities indicated as of March 14, 2007.

-------------------------------------------------------------------------------
       SIGNATURE                                      TITLE
-------------------------------------------------------------------------------

/s/ Ralph Lauren                        Chairman of the Board, Chief
----------------------------            Executive Officer and Director
Ralph Lauren                            (Principal Executive Officer)

/s/ Roger N. Farah                      President, Chief Operating Officer
----------------------------            and Director
Roger N. Farah

/s/ Jackwyn Nemerov                     Executive Vice President and Director
----------------------------
Jackwyn Nemerov

/s/ Tracey T. Travis                    Senior Vice President and Chief
----------------------------            Financial Officer (Principal Financial
Tracey T. Travis                        and Accounting Officer)

                                       6
-------------------------------------------------------------------------------
       SIGNATURE                                      TITLE
-------------------------------------------------------------------------------

/s/ John R. Alchin                      Director
------------------------------
John R. Alchin

/s/ Arnold H. Aronson                   Director
------------------------------
Arnold H. Aronson

/s/ Frank A. Bennack, Jr.               Director
------------------------------
Frank A. Bennack, Jr.

/s/ Joyce F. Brown                      Director
------------------------------
Dr. Joyce F. Brown

/s/ Joel L. Fleishman                   Director
------------------------------
Joel L. Fleishman

/s/ Judith A. McHale                    Director
------------------------------
Judith A. McHale

/s/ Steven P. Murphy                    Director
------------------------------
Steven P. Murphy

/s/ Terry S. Semel                      Director
------------------------------
Terry S. Semel

                                       7
EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------       -----------

  4.1         Amended and Restated Certificate of Incorporation of the Company.
              (Incorporated herein by reference to Exhibit 3.1 to the Company's
              Registration  Statement  on Form S-1  (File No.  333-24733)  (the
              "S-1")).

  4.2         Amended and Restated By-laws of the Company. (Incorporated herein
              by reference to Exhibit 3.2 to the S-1).

  5.1         Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.*

  23.1        Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included
              in Exhibit 5.1).*

  23.2        Consent of Deloitte & Touche LLP.*

  24.1        Power of Attorney (included on signature pages of this Part II).*

-----------
*Filed herewith.

                                       8