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


                             September 25, 1997
              ________________________________________________
              Date of report (Date of earliest event reported)


                           Designer Holdings Ltd.
           ______________________________________________________
             (Exact Name of Registrant as Specified in Charter)


           Delaware             1-11707               13-3818542
        ______________    _____________________    __________________
         (State of        (Commission File No.)      (IRS Employer
        Incorporation)                             Identification No.)


                               1385 Broadway
                         New York, New York  10018
        ____________________________________________________________
           (Address of Principal Executive Offices and Zip Code)


                               (212) 556-9600
            ____________________________________________________
            (Registrant's telephone number, including area code)


                                    N/A
       _____________________________________________________________
       (Former Name or Former Address, if Changed Since Last Report)


                                       


          Item 5.   Other Events.

                    On September 25, 1997, Designer Holdings Ltd.,
          a Delaware corporation (the "Company"), entered into an
          Agreement and Plan of Merger (the "Merger Agreement")
          with The Warnaco Group, Inc., a Delaware corporation
          ("Parent"), and WAC Acquisition Corporation, a Delaware
          corporation and direct wholly owned subsidiary of Parent
          ("Sub").  Pursuant to the Merger Agreement and subject to
          the terms and conditions set forth therein, the Sub will
          be merged with and into the Company (the "Merger"), with
          the Company as the surviving corporation in the Merger. 
          At the Effective Time of the Merger (as defined in the
          Merger Agreement), each issued and outstanding share of
          common stock, par value $0.01 per share, of the Company
          ("Company Common Stock"), other than shares of Company
          Common Stock owned, directly or indirectly, by the
          Company or any wholly owned subsidiary of the Company or
          held by the Company as treasury shares or owned by Parent
          or any wholly owned subsidiary of Parent, will be
          converted into the right to receive from Parent .324 of a
          fully paid and nonassessable share (the "Exchange Ratio")
          of Class A Common Stock, par value $0.01 per share, of
          Parent ("Parent Class A Common Stock").  Based upon the
          average closing price for Parent Class A Common Stock on
          the New York Stock Exchange for the eight trading days
          preceding the execution of the Merger Agreement, the
          value of the consideration to the Company's stockholders
          is approximately $11 per share of Company Common Stock.

                    In connection with the Merger, Parent has
          entered into a Stock Exchange Agreement, dated as of
          September 25, 1997 (the "Stock Exchange Agreement"), with
          New Rio, L.L.C., a Delaware limited liability company
          (the "Stockholder"), and the members of Stockholder party
          thereto (the "Members").  Pursuant to the Stock Exchange
          Agreement, the Stockholder has agreed, among other
          things, to exchange all of the outstanding shares of
          Company Common Stock owned by it for shares of Parent
          Class A Common Stock in accordance with the Exchange
          Ratio.  As of September 25, 1997, the Stockholder was the
          record owner of 16,483,868 shares of Company Common
          Stock, representing approximately 51.3% of the
          outstanding shares of Company Common Stock.  

                    Pursuant to the Stock Exchange Agreement, the
          Stockholder is required to vote at any meeting of
          stockholders of the Company (i) in favor of the Merger, the
          Merger Agreement and all other transactions contemplated
          thereby, (ii) against any action that would result in a breach
          of the Merger Agreement in any material respect by the Company
          and (iii) against any extraordinary corporate transaction of the 
										Company and certain other actions which could materially and 
										adversely affect the Company or that would result in a change 
										in the majority of the Board of Directors of the Company or that 
										would result in a change in any of the Company's governing 
										documents or otherwise materially and adversely affect the 
										benefits to Parent of the Merger and Stock Exchange Agreements.

										         Pursuant to the Stock Exchange Agreement, the Stockholder
          and the Members have also agreed not to (i) offer for sale, sell
          (including short sales), transfer, tender, pledge, encumber,
          assign or otherwise dispose of (including by gift) or enter
          into any contract, option or other arrangement or understanding
          (including any profit-sharing arrangement) with respect to or
          consent to the offer for sale, sale, transfer, tender, pledge,
          encumbrance, assignment or other disposition of, any or all
          of the shares of Company Common Stock or any interest therein;
          (iii) grant any proxy or power of attorney, deposit any shares
          of Parent Class A Common Stock in a voting trust or enter
          into any other voting arrangement with respect to any
          shares of Parent Class A Common Stock; (iii) initiate or
          participate in a solicitation of proxies with respect to
          the Parent Class A Common Stock, other than in connection
          with the Merger, or (iv) take certain other actions in
          connection with the foregoing.

                    Consummation of the Merger is subject to
          approval by stockholders of the Company and, to the
          extent required by applicable regulations of the New York
          Stock Exchange, the Parent, the expiration or early
          termination of the applicable waiting period under the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
          amended, and certain other customary closing conditions.

                    The foregoing description of the Merger, the
          Merger Agreement and the Stock Exchange Agreement does
          not purport to be complete and is qualified in its
          entirety by reference to the Merger Agreement and the
          Stock Exchange Agreement, copies of which are filed as
          Exhibits 2.1 and 2.2 hereto, respectively, and are
          incorporated herein by reference.  A copy of the press
          release announcing the execution of the Merger Agreement
          is filed as Exhibit 99.1 hereto and is incorporated
          herein by reference.

          Item 7.   Financial Statements, Pro Forma 
                    Financial Information and Exhibits.

               (c)  Exhibits

          Exhibit No.                        Description

            2.1                         Agreement and Plan of
                                        Merger, dated as of
                                        September 25, 1997, among
                                        The Warnaco Group, Inc.,
                                        WAC Acquisition Corporation
                                        and Designer Holdings Ltd.

            2.2                         Stock Exchange Agreement,
                                        dated as of September 25,
                                        1997, among The Warnaco
                                        Group, Inc., New Rio,
                                        L.L.C. and each of the
                                        members of New Rio, L.L.C.
                                        signatory thereto.

            99.1                        Press Release dated
                                        September 25, 1997.





                                Signatures

                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
          hereunto duly authorized.

          Dated:  October 3, 1997

                                    DESIGNER HOLDINGS LTD.

                                 By: /s/ John J. Jones
                                    ________________________________
                                    Name:  John J. Jones
                                    Title: Vice President, General   
                                           Counsel and Secretary






                                 EXHIBIT INDEX

          Exhibit No.         Description
          -----------         -----------
            2.1          Agreement and Plan of Merger, dated as of
                         September 25, 1997, among The Warnaco
                         Group, Inc., WAC Acquisition Corporation
                         and Designer Holdings Ltd.

            2.2          Stock Exchange Agreement, dated as of
                         September 25, 1997, among The Warnaco
                         Group, Inc., New Rio, L.L.C. and each of
                         the members of New Rio, L.L.C. signatory
                         thereto.

            99.1         Press Release dated September 25, 1997.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 9994}]
{"company-data": {"conformed-name": "DESIGNER HOLDINGS LTD", "cik": "0001010472", "assigned-sic": "2330", "irs-number": "133876218", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11707", "film-number": "97690861"}, "business-address": {"street1": "1385 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2125569600"}, "mail-address": {"street1": "1385 BROADWAY", "street2": "1385 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
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

                             September 25, 1997
              ________________________________________________
              Date of report (Date of earliest event reported)

                           Designer Holdings Ltd.
           ______________________________________________________
             (Exact Name of Registrant as Specified in Charter)

           Delaware             1-11707               13-3818542
        ______________    _____________________    __________________
         (State of        (Commission File No.)      (IRS Employer
        Incorporation)                             Identification No.)

                               1385 Broadway
                         New York, New York  10018
        ____________________________________________________________
           (Address of Principal Executive Offices and Zip Code)

                               (212) 556-9600
            ____________________________________________________
            (Registrant's telephone number, including area code)

                                    N/A
       _____________________________________________________________
       (Former Name or Former Address, if Changed Since Last Report)

                                       

          Item 5.   Other Events.

                    On September 25, 1997, Designer Holdings Ltd.,
          a Delaware corporation (the "Company"), entered into an
          Agreement and Plan of Merger (the "Merger Agreement")
          with The Warnaco Group, Inc., a Delaware corporation
          ("Parent"), and WAC Acquisition Corporation, a Delaware
          corporation and direct wholly owned subsidiary of Parent
          ("Sub").  Pursuant to the Merger Agreement and subject to
          the terms and conditions set forth therein, the Sub will
          be merged with and into the Company (the "Merger"), with
          the Company as the surviving corporation in the Merger. 
          At the Effective Time of the Merger (as defined in the
          Merger Agreement), each issued and outstanding share of
          common stock, par value $0.01 per share, of the Company
          ("Company Common Stock"), other than shares of Company
          Common Stock owned, directly or indirectly, by the
          Company or any wholly owned subsidiary of the Company or
          held by the Company as treasury shares or owned by Parent
          or any wholly owned subsidiary of Parent, will be
          converted into the right to receive from Parent .324 of a
          fully paid and nonassessable share (the "Exchange Ratio")
          of Class A Common Stock, par value $0.01 per share, of
          Parent ("Parent Class A Common Stock").  Based upon the
          average closing price for Parent Class A Common Stock on
          the New York Stock Exchange for the eight trading days
          preceding the execution of the Merger Agreement, the
          value of the consideration to the Company's stockholders
          is approximately $11 per share of Company Common Stock.

                    In connection with the Merger, Parent has
          entered into a Stock Exchange Agreement, dated as of
          September 25, 1997 (the "Stock Exchange Agreement"), with
          New Rio, L.L.C., a Delaware limited liability company
          (the "Stockholder"), and the members of Stockholder party
          thereto (the "Members").  Pursuant to the Stock Exchange
          Agreement, the Stockholder has agreed, among other
          things, to exchange all of the outstanding shares of
          Company Common Stock owned by it for shares of Parent
          Class A Common Stock in accordance with the Exchange
          Ratio.  As of September 25, 1997, the Stockholder was the
          record owner of 16,483,868 shares of Company Common
          Stock, representing approximately 51.3% of the
          outstanding shares of Company Common Stock.  

                    Pursuant to the Stock Exchange Agreement, the
          Stockholder is required to vote at any meeting of
          stockholders of the Company (i) in favor of the Merger, the
          Merger Agreement and all other transactions contemplated
          thereby, (ii) against any action that would result in a breach
          of the Merger Agreement in any material respect by the Company
          and (iii) against any extraordinary corporate transaction of the 
										Company and certain other actions which could materially and 
										adversely affect the Company or that would result in a change 
										in the majority of the Board of Directors of the Company or that 
										would result in a change in any of the Company's governing 
										documents or otherwise materially and adversely affect the 
										benefits to Parent of the Merger and Stock Exchange Agreements.

										         Pursuant to the Stock Exchange Agreement, the Stockholder
          and the Members have also agreed not to (i) offer for sale, sell
          (including short sales), transfer, tender, pledge, encumber,
          assign or otherwise dispose of (including by gift) or enter
          into any contract, option or other arrangement or understanding
          (including any profit-sharing arrangement) with respect to or
          consent to the offer for sale, sale, transfer, tender, pledge,
          encumbrance, assignment or other disposition of, any or all
          of the shares of Company Common Stock or any interest therein;
          (iii) grant any proxy or power of attorney, deposit any shares
          of Parent Class A Common Stock in a voting trust or enter
          into any other voting arrangement with respect to any
          shares of Parent Class A Common Stock; (iii) initiate or
          participate in a solicitation of proxies with respect to
          the Parent Class A Common Stock, other than in connection
          with the Merger, or (iv) take certain other actions in
          connection with the foregoing.

                    Consummation of the Merger is subject to
          approval by stockholders of the Company and, to the
          extent required by applicable regulations of the New York
          Stock Exchange, the Parent, the expiration or early
          termination of the applicable waiting period under the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
          amended, and certain other customary closing conditions.

                    The foregoing description of the Merger, the
          Merger Agreement and the Stock Exchange Agreement does
          not purport to be complete and is qualified in its
          entirety by reference to the Merger Agreement and the
          Stock Exchange Agreement, copies of which are filed as
          Exhibits 2.1 and 2.2 hereto, respectively, and are
          incorporated herein by reference.  A copy of the press
          release announcing the execution of the Merger Agreement
          is filed as Exhibit 99.1 hereto and is incorporated
          herein by reference.

          Item 7.   Financial Statements, Pro Forma 
                    Financial Information and Exhibits.

               (c)  Exhibits

          Exhibit No.                        Description

            2.1                         Agreement and Plan of
                                        Merger, dated as of
                                        September 25, 1997, among
                                        The Warnaco Group, Inc.,
                                        WAC Acquisition Corporation
                                        and Designer Holdings Ltd.

            2.2                         Stock Exchange Agreement,
                                        dated as of September 25,
                                        1997, among The Warnaco
                                        Group, Inc., New Rio,
                                        L.L.C. and each of the
                                        members of New Rio, L.L.C.
                                        signatory thereto.

            99.1                        Press Release dated
                                        September 25, 1997.

                                Signatures

                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
          hereunto duly authorized.

          Dated:  October 3, 1997

                                    DESIGNER HOLDINGS LTD.

                                 By: /s/ John J. Jones
                                    ________________________________
                                    Name:  John J. Jones
                                    Title: Vice President, General   
                                           Counsel and Secretary

                                 EXHIBIT INDEX

          Exhibit No.         Description
          -----------         -----------
            2.1          Agreement and Plan of Merger, dated as of
                         September 25, 1997, among The Warnaco
                         Group, Inc., WAC Acquisition Corporation
                         and Designer Holdings Ltd.

            2.2          Stock Exchange Agreement, dated as of
                         September 25, 1997, among The Warnaco
                         Group, Inc., New Rio, L.L.C. and each of
                         the members of New Rio, L.L.C. signatory
                         thereto.

            99.1         Press Release dated September 25, 1997.