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): May 13, 1998 (May 12, 1998)
  
                           SAMSONITE CORPORATION 
  ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter) 
    
 DELAWARE                       0-23214                36-3511556 
  ---------------------------------------------------------------------
 (State or other              (Commission File         (I.R.S. Employer 
 jurisdiction of                Number)                Identification 
 incorporation)                                        Number) 
  
  
 11200 East 45th Avenue 
 Denver, Colorado                                   80239-3018
  ---------------------------------------------------------------------
 (Address of principal executive offices)          (Zip Code) 
  
                               (303) 373-2000 
  ---------------------------------------------------------------------
            (Registrant's telephone number, including area code) 
  
                                      N/A 
  ---------------------------------------------------------------------
       (Former name or former address, if changed since last report) 
  

 Item 5.  Other Events. 
  
 A.   Recapitalization Plan. 
  
      On May 13, 1998, the registrant issued a press release (filed herewith
 as Exhibit 99.1 and which is incorporated herein by reference) announcing
 that its Board of Directors had approved a modified recapitalization plan
 pursuant to which the Company will commence a self tender offer to purchase
 up to 12 million shares (or approximately 59%) of its outstanding common
 stock at a price of $40.00 per share.  The description and terms of the
 recapitalization plan are set forth in the Plan to Recapitalize the
 Company, a copy of which is filed herewith as Exhibit 99.2 and is
 incorporated herein by reference.  The recapitalization plan can be amended
 at any time.  The registrant's obligations to purchase shares pursuant to
 the tender offer will be subject to a number of conditions, including
 obtaining the financing as discussed in the press release issued by the
 registrant on May 13, 1998. 
  
 B.   Rights Plan. 
  
      On May 12, 1998, the Board of Directors of the registrant adopted a
 stockholder rights plan.  Pursuant to the Rights Agreement between the
 registrant and BankBoston, N.A., as Rights Agent (the "Rights Agreement"),
 one Right will be issued for each outstanding share of common stock, par
 value $.01 per share.  Each of the Rights will entitle the registered
 holder to purchase from the registrant one one-thousandth of a share of
 Series B Junior Participating Preferred Stock, par value $.01 per share, at
 a price of $70 per one one-thousandth of a share.  The Rights are
 redeemable under certain circumstances at $.005 per Right and will expire,
 unless extended by the Board of Directors of the registrant, on May 31,
 2000. 
  
      The description and terms of the Rights are set forth in the Rights
 Agreement, a copy of which is filed herewith as Exhibit 4.1 and is
 incorporated herein by reference. 
  
 C.   Press Release. 
  
      On May 13, 1998, the registrant issued the press release filed
 herewith as Exhibit 99.1.  Such press release is incorporated herein by
 reference.


 Item 7.  Financial Statements and Exhibits. 

 (a)  Financial Statements of Business Acquired.

      Not applicable.

 (b)  Pro Forma Financial Information.

      Not applicable.

 (c)  Exhibits. 
  
 Exhibit No.    Description 
  
    4.1         Rights Agreement, dated as of May 12, 1998, between
                Samsonite Corporation and BankBoston, N.A., as Rights Agent,
                including the form of Certificate of Designation,
                Preferences and Rights setting forth the terms of the Series
                B Junior Participating Preferred Stock, par value $.01 per
                share, as Exhibit A, the form of Rights Certificate as
                Exhibit B and the Summary of Rights to Purchase Preferred
                Stock as Exhibit C.  Pursuant to the Rights Agreement,
                printed Rights Certificates will not be mailed until after
                the Distribution Date (as such term is defined in the Rights
                Agreement). 

   99.1         Plan to Recapitalize the Company, dated as of May 12, 1998.

   99.2         Press Release issued by Samsonite Corporation on May 13,
                1998.



                                 SIGNATURES 
  
           Pursuant to the requirements of the Securities Exchange Act
 of 1934, as amended, the registrant has duly caused this report to be
 signed on its behalf by the undersigned, thereunto duly authorized. 
  
  
                               SAMSONITE CORPORATION
                                   (Registrant)
  
  
                               By: /s/ Richard H. Wiley
                                   _____________________
                                   Name:  Richard H. Wiley
                                   Title: Chief Financial Officer
                                   
                                   
 Dated:  May 13, 1998




                             INDEX TO EXHIBITS 
  
 Exhibit No.         Description 
  
    4.1         Rights Agreement, dated as of May 12, 1998, between
                Samsonite Corporation and BankBoston, N.A., as Rights Agent,
                including the form of Certificate of Designation,
                Preferences and Rights setting forth the terms of the Series
                B Junior Participating Preferred Stock, par value $.01 per
                share, as Exhibit A, the form of Rights Certificate as
                Exhibit B and the Summary of Rights to Purchase Preferred
                Stock as Exhibit C.  Pursuant to the Rights Agreement,
                printed Rights Certificates will not be mailed until after
                the Distribution Date (as such term is defined in the Rights
                Agreement).

   99.1         Plan to Recapitalize the Company, dated as of May 12, 1998.

   99.2         Press Release issued by Samsonite Corporation on May 13,
                1998.
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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): May 13, 1998 (May 12, 1998)
  
                           SAMSONITE CORPORATION 
  ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter) 
    
 DELAWARE                       0-23214                36-3511556 
  ---------------------------------------------------------------------
 (State or other              (Commission File         (I.R.S. Employer 
 jurisdiction of                Number)                Identification 
 incorporation)                                        Number) 
  
  
 11200 East 45th Avenue 
 Denver, Colorado                                   80239-3018
  ---------------------------------------------------------------------
 (Address of principal executive offices)          (Zip Code) 
  
                               (303) 373-2000 
  ---------------------------------------------------------------------
            (Registrant's telephone number, including area code) 
  
                                      N/A 
  ---------------------------------------------------------------------
       (Former name or former address, if changed since last report) 
  

 Item 5.  Other Events. 
  
 A.   Recapitalization Plan. 
  
      On May 13, 1998, the registrant issued a press release (filed herewith
 as Exhibit 99.1 and which is incorporated herein by reference) announcing
 that its Board of Directors had approved a modified recapitalization plan
 pursuant to which the Company will commence a self tender offer to purchase
 up to 12 million shares (or approximately 59%) of its outstanding common
 stock at a price of $40.00 per share.  The description and terms of the
 recapitalization plan are set forth in the Plan to Recapitalize the
 Company, a copy of which is filed herewith as Exhibit 99.2 and is
 incorporated herein by reference.  The recapitalization plan can be amended
 at any time.  The registrant's obligations to purchase shares pursuant to
 the tender offer will be subject to a number of conditions, including
 obtaining the financing as discussed in the press release issued by the
 registrant on May 13, 1998. 
  
 B.   Rights Plan. 
  
      On May 12, 1998, the Board of Directors of the registrant adopted a
 stockholder rights plan.  Pursuant to the Rights Agreement between the
 registrant and BankBoston, N.A., as Rights Agent (the "Rights Agreement"),
 one Right will be issued for each outstanding share of common stock, par
 value $.01 per share.  Each of the Rights will entitle the registered
 holder to purchase from the registrant one one-thousandth of a share of
 Series B Junior Participating Preferred Stock, par value $.01 per share, at
 a price of $70 per one one-thousandth of a share.  The Rights are
 redeemable under certain circumstances at $.005 per Right and will expire,
 unless extended by the Board of Directors of the registrant, on May 31,
 2000. 
  
      The description and terms of the Rights are set forth in the Rights
 Agreement, a copy of which is filed herewith as Exhibit 4.1 and is
 incorporated herein by reference. 
  
 C.   Press Release. 
  
      On May 13, 1998, the registrant issued the press release filed
 herewith as Exhibit 99.1.  Such press release is incorporated herein by
 reference.

 Item 7.  Financial Statements and Exhibits. 

 (a)  Financial Statements of Business Acquired.

      Not applicable.

 (b)  Pro Forma Financial Information.

      Not applicable.

 (c)  Exhibits. 
  
 Exhibit No.    Description 
  
    4.1         Rights Agreement, dated as of May 12, 1998, between
                Samsonite Corporation and BankBoston, N.A., as Rights Agent,
                including the form of Certificate of Designation,
                Preferences and Rights setting forth the terms of the Series
                B Junior Participating Preferred Stock, par value $.01 per
                share, as Exhibit A, the form of Rights Certificate as
                Exhibit B and the Summary of Rights to Purchase Preferred
                Stock as Exhibit C.  Pursuant to the Rights Agreement,
                printed Rights Certificates will not be mailed until after
                the Distribution Date (as such term is defined in the Rights
                Agreement). 

   99.1         Plan to Recapitalize the Company, dated as of May 12, 1998.

   99.2         Press Release issued by Samsonite Corporation on May 13,
                1998.

                                 SIGNATURES 
  
           Pursuant to the requirements of the Securities Exchange Act
 of 1934, as amended, the registrant has duly caused this report to be
 signed on its behalf by the undersigned, thereunto duly authorized. 
  
  
                               SAMSONITE CORPORATION
                                   (Registrant)
  
  
                               By: /s/ Richard H. Wiley
                                   _____________________
                                   Name:  Richard H. Wiley
                                   Title: Chief Financial Officer
                                   
                                   
 Dated:  May 13, 1998

                             INDEX TO EXHIBITS 
  
 Exhibit No.         Description 
  
    4.1         Rights Agreement, dated as of May 12, 1998, between
                Samsonite Corporation and BankBoston, N.A., as Rights Agent,
                including the form of Certificate of Designation,
                Preferences and Rights setting forth the terms of the Series
                B Junior Participating Preferred Stock, par value $.01 per
                share, as Exhibit A, the form of Rights Certificate as
                Exhibit B and the Summary of Rights to Purchase Preferred
                Stock as Exhibit C.  Pursuant to the Rights Agreement,
                printed Rights Certificates will not be mailed until after
                the Distribution Date (as such term is defined in the Rights
                Agreement).

   99.1         Plan to Recapitalize the Company, dated as of May 12, 1998.

   99.2         Press Release issued by Samsonite Corporation on May 13,
                1998.