SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                         FORM 8-K

                      CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                             May 11, 1995
              Date of Report (Date of earliest event reported)

                     COMMISSION FILE NUMBER 1-4725

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

          Delaware                                95-4032739
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)             Identification No.)
    
                           90 Park Avenue
                         New York, New York 10016
             (Address of registrant's principal executive offices)
                            (212) 661-1300
             (Registrant's telephone number, including area code)

                      COPIES OF ALL COMMUNICATIONS TO:
                          THE WARNACO GROUP, INC.
                              90 PARK AVENUE
                         NEW YORK, NEW YORK 10016
             ATTENTION:  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY


   ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

             (a)  Effective May 11, 1995 the Company
   determined to replace Ernst & Young LLP as the Company's
   independent auditors.  Ernst & Young LLP and its
   predecessor firms had served as the Company's independent
   auditors since 1986.  None of the independent audit reports
   issued by Ernst & Young LLP for the Company's last two
   fiscal years ended January 7, 1995 and January 8, 1994
   contained an adverse opinion or disclaimer of opinion nor
   were the reports modified or qualified as to audit scope or
   accounting principles or any other matter.

             The decision to change the Company's independent
   auditors was recommended by the Audit Committee of the
   Board of Directors of the Company.  The Board of Directors
   of the Company approved the recommendation of the Audit
   Committee at its meeting on May 11, 1995.

             The Company has not had any disagreement with
   Ernst & Young LLP on any matter of accounting principles or
   practices, financial statement disclosure, auditing scope
   or procedure which disagreements, if not resolved to the
   satisfaction of Ernst & Young LLP, would have caused it to
   make reference to the subject matter of the disagreement in
   connection with its reports.  The Company has not been
   advised by Ernst & Young LLP of any event or circumstances
   that may cause Ernst & Young LLP to expand significantly
   the scope of its audit or would materially impact the
   fairness or reliability of any report issued by Ernst &
   Young LLP or any financial statements issued by the
   Company.

             During the two most recent fiscal years ended
   January 7, 1995 and January 8, 1994, there have been no
   reportable events (as defined in Regulation S K Item
   304(a)(1)(v)).

             (b)  On May 11, 1995 the Audit Committee of the
   Board of Directors of the Company, after careful
   consideration, recommended that the Company engage Price
   Waterhouse LLP as the Company's independent auditors.  The
   Board of Directors approved the recommendation of the Audit
   Committee and the Company engaged Price Waterhouse LLP as
   its independent auditors effective May 11, 1995.  The
   Company has not consulted with Price Waterhouse LLP
   regarding the application of accounting principles relating
   to a specific transaction, either completed or proposed,
   the type of opinion that might be rendered on the Company's
   financial statements or regarding any disagreement with its
   independent auditors.

   ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

   Exhibits:

             16.1  Letter of Ernst & Young LLP dated May 18, 1995.

             Pursuant to the requirements of the Securities
   Exchange Act of 1934, the Registrant has duly caused this
   report to be signed on its behalf by the undersigned
   thereunto duly authorized.

                                        THE WARNACO GROUP, INC.

   Date:  May 18, 1995                   By:/s/WILLIAM S. FINKELSTEIN
                                            William S Finkelstein
                                            Director, Senior Vice
                                            President
                                            and Chief Financial Officer


                              EXHIBIT INDEX

   Exhibit                                                     Page

   16.1     Letter of Ernst & Young LLP dated May 18, 1995     6



   Exhibit 16.1:

   ERNST & YOUNG LLP         787 Seventh Avenue          (212) 773-3000
                             New York, New York 10019

   May 18, 1995

   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D.C. 20549

   Gentlemen:

             We have read Item 4 of Form 8-K dated May 18, 1995 of The
   Warnaco Group, Inc. and are in agreement with the statements
   contained in the first, third and fourth paragraphs under Item 4(a)
   therein.  We have no basis to agree or disagree with other
   statements of the registrant contained herein.

                                      /s/ ERNST & YOUNG LLP
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5392}]
{"company-data": {"conformed-name": "WARNACO GROUP INC /DE/", "cik": "0000801351", "assigned-sic": "2320", "irs-number": "954032739", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10857", "film-number": "95540763"}, "business-address": {"street1": "90 PARK AVE", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2126611300"}, "former-company": {"former-conformed-name": "W ACQUISITION CORP /DE/", "date-changed": "19861117"}}
SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                         FORM 8-K

                      CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                             May 11, 1995
              Date of Report (Date of earliest event reported)

                     COMMISSION FILE NUMBER 1-4725

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

          Delaware                                95-4032739
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)             Identification No.)
    
                           90 Park Avenue
                         New York, New York 10016
             (Address of registrant's principal executive offices)
                            (212) 661-1300
             (Registrant's telephone number, including area code)

                      COPIES OF ALL COMMUNICATIONS TO:
                          THE WARNACO GROUP, INC.
                              90 PARK AVENUE
                         NEW YORK, NEW YORK 10016
             ATTENTION:  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

   ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

             (a)  Effective May 11, 1995 the Company
   determined to replace Ernst & Young LLP as the Company's
   independent auditors.  Ernst & Young LLP and its
   predecessor firms had served as the Company's independent
   auditors since 1986.  None of the independent audit reports
   issued by Ernst & Young LLP for the Company's last two
   fiscal years ended January 7, 1995 and January 8, 1994
   contained an adverse opinion or disclaimer of opinion nor
   were the reports modified or qualified as to audit scope or
   accounting principles or any other matter.

             The decision to change the Company's independent
   auditors was recommended by the Audit Committee of the
   Board of Directors of the Company.  The Board of Directors
   of the Company approved the recommendation of the Audit
   Committee at its meeting on May 11, 1995.

             The Company has not had any disagreement with
   Ernst & Young LLP on any matter of accounting principles or
   practices, financial statement disclosure, auditing scope
   or procedure which disagreements, if not resolved to the
   satisfaction of Ernst & Young LLP, would have caused it to
   make reference to the subject matter of the disagreement in
   connection with its reports.  The Company has not been
   advised by Ernst & Young LLP of any event or circumstances
   that may cause Ernst & Young LLP to expand significantly
   the scope of its audit or would materially impact the
   fairness or reliability of any report issued by Ernst &
   Young LLP or any financial statements issued by the
   Company.

             During the two most recent fiscal years ended
   January 7, 1995 and January 8, 1994, there have been no
   reportable events (as defined in Regulation S K Item
   304(a)(1)(v)).

             (b)  On May 11, 1995 the Audit Committee of the
   Board of Directors of the Company, after careful
   consideration, recommended that the Company engage Price
   Waterhouse LLP as the Company's independent auditors.  The
   Board of Directors approved the recommendation of the Audit
   Committee and the Company engaged Price Waterhouse LLP as
   its independent auditors effective May 11, 1995.  The
   Company has not consulted with Price Waterhouse LLP
   regarding the application of accounting principles relating
   to a specific transaction, either completed or proposed,
   the type of opinion that might be rendered on the Company's
   financial statements or regarding any disagreement with its
   independent auditors.

   ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

   Exhibits:

             16.1  Letter of Ernst & Young LLP dated May 18, 1995.

             Pursuant to the requirements of the Securities
   Exchange Act of 1934, the Registrant has duly caused this
   report to be signed on its behalf by the undersigned
   thereunto duly authorized.

                                        THE WARNACO GROUP, INC.

   Date:  May 18, 1995                   By:/s/WILLIAM S. FINKELSTEIN
                                            William S Finkelstein
                                            Director, Senior Vice
                                            President
                                            and Chief Financial Officer

                              EXHIBIT INDEX

   Exhibit                                                     Page

   16.1     Letter of Ernst & Young LLP dated May 18, 1995     6

   Exhibit 16.1:

   ERNST & YOUNG LLP         787 Seventh Avenue          (212) 773-3000
                             New York, New York 10019

   May 18, 1995

   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D.C. 20549

   Gentlemen:

             We have read Item 4 of Form 8-K dated May 18, 1995 of The
   Warnaco Group, Inc. and are in agreement with the statements
   contained in the first, third and fourth paragraphs under Item 4(a)
   therein.  We have no basis to agree or disagree with other
   statements of the registrant contained herein.

                                      /s/ ERNST & YOUNG LLP