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

     Date of report (Date of earliest event reported)  August 19, 1999


                          THE WARNACO GROUP, INC.
  --------------------------------------------------------------------------
           (Exact name of Registrant as Specified in its Charter)


          Delaware                 1-10857                  95-4032739
  --------------------------------------------------------------------------
      (State or other        (Commission File            (I.R.S. Employer
      jurisdiction of             Number)                 Identification
      incorporation)                                          Number)


       90 Park Avenue
       New York, New York                                10016
  --------------------------------------------------------------------------
   (Address of principal executive offices)           (Zip Code)


                               (212) 661-1300
  --------------------------------------------------------------------------
           (Registrant's telephone number, including area code)


                                    N/A
  --------------------------------------------------------------------------
       (Former name or former address, if changed since last report)



 Item 5.  Other Events.

           On August 19, 1999, the Board of Directors of The Warnaco Group,
 Inc. (the "Company") declared a dividend distribution of one Right for each
 outstanding share of Common Stock of the Company to stockholders of record
 at the close of business on August 31, 1999.  Each Right entitles the
 registered holder to purchase from the Company a unit (a "Unit") consisting
 of one one-thousandth of a Series A Junior Participating Preferred Stock,
 par value $.01 per share (the "Preferred Stock") at a purchase price of
 $100.00 per Unit, subject to adjustment.  The description and terms of the
 Rights are set forth in a Rights Agreement (the "Rights Agreement") between
 the Company and The Bank of New York, as Rights Agent.  Capitalized words
 used but not otherwise defined shall have the meaning ascribed to them in
 the Rights Agreement.

           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  The Rights will separate from the Common
 Stock and a Distribution Date will occur upon the earlier of (i) ten (10)
 business days following a public announcement that a person or group of
 affiliated or associated persons (other than as set forth below), has
 acquired, or obtained the right to acquire, beneficial ownership of 15% or
 more of the outstanding Common Stock, other than as a result of repurchases
 of stock by the Company or certain inadvertent actions by institutional or
 certain other shareholders, or a person enters into an Acquisition
 Transaction (the "Stock Acquisition Date"), or (ii) 10 business days (or
 such later date as the Board shall determine) following the commencement of
 a tender offer or exchange offer that would result in a person or group
 beneficially owning 15% or more of such outstanding Common Stock.  Until
 the Distribution Date, (i) the Rights will be evidenced by the Common Stock
 certificates and will be transferred with and only with such Common Stock
 certificates, (ii) new Common Stock certificates issued after the Record
 Date will contain a notation incorporating the Rights Agreement by
 reference and (iii) the surrender for transfer of any certificates for
 Common Stock outstanding will also constitute the transfer of the Rights
 associated with the Common Stock represented by such certificate.
 With respect to an existing Company stockholder currently beneficially
 owning in excess of 15% of the outstanding Common Stock of the Company, a
 Distribution Date will not occur until such person acquires an additional
 1% of the Company's Common Stock.

           The Rights are not exercisable until the Distribution Date and
 will expire at the close of business on August 31, 2009, unless earlier
 redeemed or extended by the Company as described below.

           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except as
 otherwise determined by the Board of Directors, only shares of Common Stock
 issued prior to the Distribution Date will be issued with Rights.

           Other than as set forth above, in the event that a person becomes
 the beneficial owner of more than 15% of the then outstanding Common Stock
 or enters into an Acquisition Transaction, each holder of a Right will
 thereafter have the right to receive, upon exercise, Common Stock (or, in
 certain circumstances, cash, property or other securities of the Company)
 having a value equal to two times the exercise price of the Right.
 Notwithstanding any of the foregoing, following the occurrence of the event
 set forth in this paragraph, all Rights that are, or (under certain
 circumstances specified in the Rights Agreement) were, beneficially owned
 by any Acquiring Person will be null and void.  However, Rights are not
 exercisable following the occurrence of the event set forth above until
 such time as the Rights are no longer redeemable by the Company as set
 forth below.

           For example, at an exercise price of $100.00 per Right, each
 Right not owned by an Acquiring Person (or by certain related parties)
 following an event set forth in the preceding paragraph would entitle its
 holder to purchase $200.00 worth of Common Stock (or other consideration,
 as noted above) for $100.00.  Assuming that the Common Stock had a per
 share value of $20.00 at such time, the holder of each valid Right would be
 entitled to purchase 10 shares of Common Stock for $100.00.

           In the event that, at any time following the Stock Acquisition
 Date, (i) the Company is acquired in a merger or other business combination
 transaction in which the Company is not the surviving corporation, or (ii)
 50% or more of the Company's assets, cash flow or earning power is sold or
 transferred, each holder of a Right (except Rights which previously have
 been voided as set forth above) shall thereafter have the right to receive,
 upon exercise, common stock of the acquiring company having a value equal
 to two times the exercise price of the Right.  The events set forth in this
 paragraph and in the second preceding paragraph are referred to as the
 "Triggering Events."

           At any time until ten (10) business days following the Stock
 Acquisition Date, the Company may redeem the Rights in whole, but not in
 part, at a price of $.0l per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors).  Immediately
 upon the action of the Board of Directors ordering redemption of the
 Rights, the Rights will terminate and the only right of the holders of
 Rights will be to receive the $.0l redemption price.  The foregoing
 notwithstanding, the rights generally may not be redeemed for one hundred
 eighty (180) days following a change in a majority of the Board as a result
 of a proxy contest unless certain prescribed procedures designed to
 establish the entire fairness of the redemption are followed.

           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Company, shareholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company as set forth above.

           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date.
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights or to shorten or
 lengthen any time period under the Rights Agreement; provided, however,
 that no amendment may be made at such time as the Rights are not
 redeemable.

           The Rights Agreement, dated as of August 19, 1999, between the
 Company and The Bank of New York, as Rights Agent, specifying the terms of
 the Rights is attached hereto as an exhibit and is incorporated herein by
 reference.  The foregoing description of the Rights is qualified in its
 entirety by reference to such exhibit.



 Item 7.  Financial Statements and Exhibits.

 (c)  Exhibits.

 Exhibit No.         Description
 -----------         -----------
      4              Rights Agreement, dated as of August 19, 1999, between
                     The Warnaco Group, Inc. and The Bank of New York, which
                     includes as Exhibit B thereto, the Form of Rights
                     Certificate.



                                 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.


                               THE WARNACO GROUP, INC.
                                      (Registrant)


                               BY: /s/ Stanley P. Silverstein
                                  ----------------------------------
                                  Name:  Stanley P. Silverstein
                                  Title: Vice President, General
                                         Counsel and Secretary



 Dated:   August 19, 1999


                             INDEX TO EXHIBITS

  Exhibit No.            Description                              Page
  -----------            -----------                              ----
      4        Rights Agreement, dated as of August 19, 1999,      6
               between The Warnaco Group, Inc. and The Bank
               of New York, which includes as Exhibit B
               thereto, the Form of Rights Certificate.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 10677}]
{"company-data": {"conformed-name": "WARNACO GROUP INC /DE/", "cik": "0000801351", "assigned-sic": "2340", "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": "99696975"}, "business-address": {"street1": "90 PARK AVE", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2126611300"}, "mail-address": {"street1": "90 PARK AVENUE", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016"}, "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

     Date of report (Date of earliest event reported)  August 19, 1999

                          THE WARNACO GROUP, INC.
  --------------------------------------------------------------------------
           (Exact name of Registrant as Specified in its Charter)

          Delaware                 1-10857                  95-4032739
  --------------------------------------------------------------------------
      (State or other        (Commission File            (I.R.S. Employer
      jurisdiction of             Number)                 Identification
      incorporation)                                          Number)

       90 Park Avenue
       New York, New York                                10016
  --------------------------------------------------------------------------
   (Address of principal executive offices)           (Zip Code)

                               (212) 661-1300
  --------------------------------------------------------------------------
           (Registrant's telephone number, including area code)

                                    N/A
  --------------------------------------------------------------------------
       (Former name or former address, if changed since last report)

 Item 5.  Other Events.

           On August 19, 1999, the Board of Directors of The Warnaco Group,
 Inc. (the "Company") declared a dividend distribution of one Right for each
 outstanding share of Common Stock of the Company to stockholders of record
 at the close of business on August 31, 1999.  Each Right entitles the
 registered holder to purchase from the Company a unit (a "Unit") consisting
 of one one-thousandth of a Series A Junior Participating Preferred Stock,
 par value $.01 per share (the "Preferred Stock") at a purchase price of
 $100.00 per Unit, subject to adjustment.  The description and terms of the
 Rights are set forth in a Rights Agreement (the "Rights Agreement") between
 the Company and The Bank of New York, as Rights Agent.  Capitalized words
 used but not otherwise defined shall have the meaning ascribed to them in
 the Rights Agreement.

           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  The Rights will separate from the Common
 Stock and a Distribution Date will occur upon the earlier of (i) ten (10)
 business days following a public announcement that a person or group of
 affiliated or associated persons (other than as set forth below), has
 acquired, or obtained the right to acquire, beneficial ownership of 15% or
 more of the outstanding Common Stock, other than as a result of repurchases
 of stock by the Company or certain inadvertent actions by institutional or
 certain other shareholders, or a person enters into an Acquisition
 Transaction (the "Stock Acquisition Date"), or (ii) 10 business days (or
 such later date as the Board shall determine) following the commencement of
 a tender offer or exchange offer that would result in a person or group
 beneficially owning 15% or more of such outstanding Common Stock.  Until
 the Distribution Date, (i) the Rights will be evidenced by the Common Stock
 certificates and will be transferred with and only with such Common Stock
 certificates, (ii) new Common Stock certificates issued after the Record
 Date will contain a notation incorporating the Rights Agreement by
 reference and (iii) the surrender for transfer of any certificates for
 Common Stock outstanding will also constitute the transfer of the Rights
 associated with the Common Stock represented by such certificate.
 With respect to an existing Company stockholder currently beneficially
 owning in excess of 15% of the outstanding Common Stock of the Company, a
 Distribution Date will not occur until such person acquires an additional
 1% of the Company's Common Stock.

           The Rights are not exercisable until the Distribution Date and
 will expire at the close of business on August 31, 2009, unless earlier
 redeemed or extended by the Company as described below.

           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except as
 otherwise determined by the Board of Directors, only shares of Common Stock
 issued prior to the Distribution Date will be issued with Rights.

           Other than as set forth above, in the event that a person becomes
 the beneficial owner of more than 15% of the then outstanding Common Stock
 or enters into an Acquisition Transaction, each holder of a Right will
 thereafter have the right to receive, upon exercise, Common Stock (or, in
 certain circumstances, cash, property or other securities of the Company)
 having a value equal to two times the exercise price of the Right.
 Notwithstanding any of the foregoing, following the occurrence of the event
 set forth in this paragraph, all Rights that are, or (under certain
 circumstances specified in the Rights Agreement) were, beneficially owned
 by any Acquiring Person will be null and void.  However, Rights are not
 exercisable following the occurrence of the event set forth above until
 such time as the Rights are no longer redeemable by the Company as set
 forth below.

           For example, at an exercise price of $100.00 per Right, each
 Right not owned by an Acquiring Person (or by certain related parties)
 following an event set forth in the preceding paragraph would entitle its
 holder to purchase $200.00 worth of Common Stock (or other consideration,
 as noted above) for $100.00.  Assuming that the Common Stock had a per
 share value of $20.00 at such time, the holder of each valid Right would be
 entitled to purchase 10 shares of Common Stock for $100.00.

           In the event that, at any time following the Stock Acquisition
 Date, (i) the Company is acquired in a merger or other business combination
 transaction in which the Company is not the surviving corporation, or (ii)
 50% or more of the Company's assets, cash flow or earning power is sold or
 transferred, each holder of a Right (except Rights which previously have
 been voided as set forth above) shall thereafter have the right to receive,
 upon exercise, common stock of the acquiring company having a value equal
 to two times the exercise price of the Right.  The events set forth in this
 paragraph and in the second preceding paragraph are referred to as the
 "Triggering Events."

           At any time until ten (10) business days following the Stock
 Acquisition Date, the Company may redeem the Rights in whole, but not in
 part, at a price of $.0l per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors).  Immediately
 upon the action of the Board of Directors ordering redemption of the
 Rights, the Rights will terminate and the only right of the holders of
 Rights will be to receive the $.0l redemption price.  The foregoing
 notwithstanding, the rights generally may not be redeemed for one hundred
 eighty (180) days following a change in a majority of the Board as a result
 of a proxy contest unless certain prescribed procedures designed to
 establish the entire fairness of the redemption are followed.

           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Company, shareholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company as set forth above.

           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date.
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights or to shorten or
 lengthen any time period under the Rights Agreement; provided, however,
 that no amendment may be made at such time as the Rights are not
 redeemable.

           The Rights Agreement, dated as of August 19, 1999, between the
 Company and The Bank of New York, as Rights Agent, specifying the terms of
 the Rights is attached hereto as an exhibit and is incorporated herein by
 reference.  The foregoing description of the Rights is qualified in its
 entirety by reference to such exhibit.

 Item 7.  Financial Statements and Exhibits.

 (c)  Exhibits.

 Exhibit No.         Description
 -----------         -----------
      4              Rights Agreement, dated as of August 19, 1999, between
                     The Warnaco Group, Inc. and The Bank of New York, which
                     includes as Exhibit B thereto, the Form of Rights
                     Certificate.

                                 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.

                               THE WARNACO GROUP, INC.
                                      (Registrant)

                               BY: /s/ Stanley P. Silverstein
                                  ----------------------------------
                                  Name:  Stanley P. Silverstein
                                  Title: Vice President, General
                                         Counsel and Secretary

 Dated:   August 19, 1999

                             INDEX TO EXHIBITS

  Exhibit No.            Description                              Page
  -----------            -----------                              ----
      4        Rights Agreement, dated as of August 19, 1999,      6
               between The Warnaco Group, Inc. and The Bank
               of New York, which includes as Exhibit B
               thereto, the Form of Rights Certificate.