<PAGE>
 
As filed with the Securities and Exchange Commission on January 6, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                          ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                          ---------------------------

                             SAMSONITE CORPORATION
             (Exact name of Registrant as specified in its charter)

          Delaware                                       36-3511556
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

                             11200 East 45th Avenue
                             Denver, Colorado 80239
                                 (303) 373-2000
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's Principal Executive Offices)

                          ---------------------------

                        Samsonite Employee Savings Plan
                        Samsonite Employee Savings Trust
              Samsonite Corporation's Employee Stock Purchase Plan
                           (Full title of the Plans)

                          ---------------------------
                                John P. Murtagh
                             Samsonite Corporation
                             11200 East 45th Avenue
                          Denver, Colorado 80239-3018
                                 (303) 373-6174
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                          ---------------------------
                                  Copies to:
                               Jeffrey M. Knetsch
                   Brownstein Hyatt Farber & Strickland, P.C.
                       410 Seventeenth Street, 22nd Floor
                             Denver, Colorado 80202
                                 (303) 534-6335

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
                                                               Proposed          Proposed        
                                                               Maximum           Maximum         
                                                               Offering         Aggregate         Amount of        
          Title of Securities              Amount to be         Price            Offering        Registration       
           to be Registered                 Registered       Per Share(1)        Price(1)            Fee      
-------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                <C>              <C> 
Common Stock, par value $.01 per share        75,000            $36.75          $2,756,250          $836
============================================================================================================= 
</TABLE>

(1)    This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under the
       Securities Act of 1933 (the "Act") and is calculated on the basis of the
       average of the high and low price per share of Common Stock on the
       National Market System of the National Association of Securities Dealers
       Automated Quotation System ("NASDAQ") as of December 30, 1996 (within 5
       business days prior to filing this Registration Statement).

Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:  As
-----------------------------------------------------------------------     
soon as practicable after the effective date of this Registration Statement.

This Registration Statement shall be deemed to cover securities resulting from
stock splits, stock dividends or similar transactions as provided by Rule 416 of
the Act.
<PAGE>
 
                                EXPLANATORY NOTE
                                ----------------

       In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock of Samsonite Corporation (the "Company") pursuant
to the benefit plans referred to herein (the "Plans").
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated herein by
reference:

         (a)   The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").

         (b)   All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since January 31, 1996.

         (c)   The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's registration statement on
Form 8-A filed under the Exchange Act (File No. 0-23214), including any
subsequent amendment or any report filed for the purpose of updating such
description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

Certificate of Incorporation and By-Laws

         The Company's Certificate of Incorporation provides that each person
who is or was or had agreed to become a director or officer of the Company, or
each such person who is or was serving or who had agreed to serve at the request
of the Board of Directors of the Company as an employee or agent of the Company
or as director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Company's By-Laws, to the full extent permitted by the
Delaware General Corporation Law (the "DGCL"), as the same exists or may in the
future be amended from time to time.  The Company's Certificate of Incorporation
also specifically authorizes the Company to enter into agreements with any
person providing for indemnification greater or different from that provided by
the Company's Certificate of Incorporation.

         The Company's By-Laws provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit,
or proceeding, whether civil, criminal, administrative or 

                                     II-1
<PAGE>
 
investigative (a "Proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director, officer or
employee of the Company is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or otherwise or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or agent
acting in furtherance of the Plan or otherwise, will be indemnified and held
harmless by the Company to the fullest extent authorized by the DGCL as the same
exists or may in the future be amended from time to time, against all expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, ERISA, excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person who has ceased
to be a director, officer, employee or agent and will inure to the benefit of
his or her heirs, executors and administrators; however, except as described in
the next paragraph with respect to Proceedings seeking to enforce rights to
indemnification, the Company will indemnify any such person seeking
indemnification with a Proceeding (or part thereof) initiated by such person
only if such Proceeding (or part thereof) was authorized by the Board of
Directors of the Company.

         Pursuant to the Company's By-Laws, if a claim described in the
preceding paragraph is not paid in full by the Company within thirty days after
a written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant will be entitled to
be paid also the expense of prosecuting such claim. The Company's By-Laws
provide that it will be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any Proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Company) that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the Company to
indemnify the claimant for the amount claimed, but the burden of proving such
defense will be on the Company. Neither the failure of the Company (including
its Board of Directors, independent legal counsel or stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. The Company's
By-Laws provide that following any "change in control" of the Company of the
type required to be reported under Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant which independent legal counsel will be retained by the Board of
Directors on behalf of the Company.

         The Company's By-Laws provide that the right to indemnification and
the payment of expenses incurred in defending a Proceeding in advance of its
final disposition conferred in the Company's By-Laws will not be exclusive of
any other right which any person may have or may in the future acquire under any
statute, provision of the Company's Certificate of Incorporation, the Company's
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise.  The Company's By-Laws permit the Company to maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the DGCL.  In addition, the Company's By-Laws authorize the Company,
to the extent authorized from time to time by the Company's Board of Directors,
to grant rights to indemnification, and rights to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its final
disposition, to any agent of the Company to the fullest extent of the provisions
of the Company's By-Laws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Company.

         The Company's By-Laws provide that the right to indemnification
conferred therein will be a contract right and will include the right to be paid
by the Company the expenses incurred in defending any such Proceeding in advance
of its final disposition, except that if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so

                                     II-2
<PAGE>
 
advanced if it is ultimately determined that such director or officer is not
entitled to be indemnified under the Company's By-Laws or otherwise.

Indemnification Agreements

         The Company has or will enter into indemnification agreements with
each of the Company's directors and officers.  The indemnification agreements
require, among other things, the Company to indemnify the officers and directors
to the fullest extent permitted by law, and to advance to such directors and
officers all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The Company will also
indemnify and advance all expenses incurred by such directors and officers
seeking to enforce their rights under the indemnification agreements, and cover
directors and officers under the Company's directors' and officers' liability
insurance.  Although such indemnification agreements will offer substantially
the same scope of coverage afforded by provisions in the Company's Certificate
of Incorporation and the Company's By-Laws, they provide greater assurance to
directors and officers that indemnification will be available because, as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors of the Company or by the stockholders to eliminate the rights provided
therein.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.
 
Item 8.  Exhibits
         --------
Exhibit                      
Number              Description of Exhibits
-------             -----------------------
  4(a)              Amended and Restated Certificate of Incorporation of the
                    Company, incorporated herein by reference from the Company's
                    Annual Report on Form 10-K for the fiscal year ended 
                    January 31, 1996 (File No. 0-23214).

  4(b)              Certificate of Merger and Ownership dated July 14, 1995,
                    incorporated herein by reference from the Company's
                    Registration Statement on Form S-4 (Registration No. 
                    33-95642).

  4(c)              By-Laws of the Company, incorporated herein by reference
                    from the Company's Annual Report on Form 10-K for the fiscal
                    year ended January 31, 1996 (File No. 0-23214).

  4(d)              Samsonite Corporation's Employee Stock Purchase Plan.

   5                Opinion of D. Michael Clayton, Esq.
 
  23(a)             Consent of D. Michael Clayton, Esq. (included in its opinion
                    filed as Exhibit 5).

  23(b)             Consent of KPMG Peat Marwick LLP.

The registrant hereby undertakes to submit the Samsonite Employee Savings Plan
and the Samsonite Employee Savings Trust to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in order to
qualify such plan and trust.

Item 9.  Undertakings
         ------------

         The registrant hereby undertakes:

                (i)     To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                (ii)    To include any prospectus required by Section 10(a)(3)
         of the Act;

                (iii)   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;

                                     II-3
<PAGE>
 
                (iv)    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 (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

         (1)    That, for the purpose of determining any liability under the
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.

         (2)    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.

         (3)    That, for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
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.

         (4)    Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                     II-4
<PAGE>
 
                                   SIGNATURES

          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 Denver, State of Colorado, on January 6, 1997.

                                     SAMSONITE CORPORATION



                                     By:   /s/ Richard R. Nicolosi
                                           --------------------------
                                           Richard R. Nicolosi
                                           President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of John Murtagh, Thomas R. Sandler
and D. Michael Clayton his true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each such and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing Powers of Attorney have been signed on
January 6, 1997, by the following persons in the capacities indicated.

<TABLE>
<CAPTION>
 
         Signatures                                     Title

<S>                                         <C>
/s/ Richard R. Nicolosi                     President, Chief Executive Officer and Director
------------------------------                      (Principal Executive Officer)
Richard R. Nicolosi

 
/s/ Thomas R. Sandler                          Chief Financial Officer and Treasurer
------------------------------              (Principal Financial and Accounting Officer)
Thomas R. Sandler          
 
 
/s/ Bernard Attal                                       Director
------------------------------                                  
Bernard Attal                                                   
                                                                
                                                                
                                                        Director
------------------------------                                  
R. Theodore Ammon                                               
                                                                
                                                                
/s/ Leon D. Black                                       Director
------------------------------                                  
Leon D. Black                                                   
                                                                
                                                                
/s/ Robert H. Falk                                      Director 
------------------------------                                  
Robert H. Falk                                                  
                                                                
                                                                
                                                        Director
------------------------------
Carl C. Icahn
</TABLE>

                                     II-5
<PAGE>
 
<TABLE>

<S>                                                     <C>
/s/ Mark H. Rachesky                                    Director
------------------------------
Mark H. Rachesky
 

/s/ Robert L. Rosen                                     Director
------------------------------
Robert L. Rosen
 

                                                        Director
------------------------------
Marc J. Rowan

 
/s/ Stephen J. Solarz                                   Director
------------------------------
Stephen J. Solarz
</TABLE> 

                                     II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 -- SAMSONITE CORPORATION", "secsgml_size_bytes": 25488}]
{"company-data": {"conformed-name": "SAMSONITE CORP/FL", "cik": "0000914478", "assigned-sic": "3100", "irs-number": "363511556", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19281", "film-number": "97501373"}, "business-address": {"street1": "40301 FISHER ISLAND DR", "city": "FISHER ISLAND", "state": "FL", "zip": "33109", "phone": "3055322426"}, "mail-address": {"street1": "11200 EAST 45TH AVENUE", "city": "DENVER", "state": "CO", "zip": "80239-3018"}, "former-company": {"former-conformed-name": "ASTRUM INTERNATIONAL CORP", "date-changed": "19931105"}}
As filed with the Securities and Exchange Commission on January 6, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                          ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                          ---------------------------

                             SAMSONITE CORPORATION
             (Exact name of Registrant as specified in its charter)

          Delaware                                       36-3511556
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

                             11200 East 45th Avenue
                             Denver, Colorado 80239
                                 (303) 373-2000
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's Principal Executive Offices)

                          ---------------------------

                        Samsonite Employee Savings Plan
                        Samsonite Employee Savings Trust
              Samsonite Corporation's Employee Stock Purchase Plan
                           (Full title of the Plans)

                          ---------------------------
                                John P. Murtagh
                             Samsonite Corporation
                             11200 East 45th Avenue
                          Denver, Colorado 80239-3018
                                 (303) 373-6174
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                          ---------------------------
                                  Copies to:
                               Jeffrey M. Knetsch
                   Brownstein Hyatt Farber & Strickland, P.C.
                       410 Seventeenth Street, 22nd Floor
                             Denver, Colorado 80202
                                 (303) 534-6335

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                               Proposed          Proposed        
                                                               Maximum           Maximum         
                                                               Offering         Aggregate         Amount of        
          Title of Securities              Amount to be         Price            Offering        Registration       
           to be Registered                 Registered       Per Share(1)        Price(1)            Fee      
-------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        75,000            $36.75          $2,756,250          $836
=============================================================================================================
(1)    This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under the
       Securities Act of 1933 (the "Act") and is calculated on the basis of the
       average of the high and low price per share of Common Stock on the
       National Market System of the National Association of Securities Dealers
       Automated Quotation System ("NASDAQ") as of December 30, 1996 (within 5
       business days prior to filing this Registration Statement).

Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:  As
-----------------------------------------------------------------------     
soon as practicable after the effective date of this Registration Statement.

This Registration Statement shall be deemed to cover securities resulting from
stock splits, stock dividends or similar transactions as provided by Rule 416 of
the Act.
EXPLANATORY NOTE
                                ----------------

       In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock of Samsonite Corporation (the "Company") pursuant
to the benefit plans referred to herein (the "Plans").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated herein by
reference:

         (a)   The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").

         (b)   All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since January 31, 1996.

         (c)   The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's registration statement on
Form 8-A filed under the Exchange Act (File No. 0-23214), including any
subsequent amendment or any report filed for the purpose of updating such
description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

Certificate of Incorporation and By-Laws

         The Company's Certificate of Incorporation provides that each person
who is or was or had agreed to become a director or officer of the Company, or
each such person who is or was serving or who had agreed to serve at the request
of the Board of Directors of the Company as an employee or agent of the Company
or as director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Company's By-Laws, to the full extent permitted by the
Delaware General Corporation Law (the "DGCL"), as the same exists or may in the
future be amended from time to time.  The Company's Certificate of Incorporation
also specifically authorizes the Company to enter into agreements with any
person providing for indemnification greater or different from that provided by
the Company's Certificate of Incorporation.

         The Company's By-Laws provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit,
or proceeding, whether civil, criminal, administrative or 

                                     II-1
investigative (a "Proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director, officer or
employee of the Company is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or otherwise or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or agent
acting in furtherance of the Plan or otherwise, will be indemnified and held
harmless by the Company to the fullest extent authorized by the DGCL as the same
exists or may in the future be amended from time to time, against all expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, ERISA, excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person who has ceased
to be a director, officer, employee or agent and will inure to the benefit of
his or her heirs, executors and administrators; however, except as described in
the next paragraph with respect to Proceedings seeking to enforce rights to
indemnification, the Company will indemnify any such person seeking
indemnification with a Proceeding (or part thereof) initiated by such person
only if such Proceeding (or part thereof) was authorized by the Board of
Directors of the Company.

         Pursuant to the Company's By-Laws, if a claim described in the
preceding paragraph is not paid in full by the Company within thirty days after
a written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant will be entitled to
be paid also the expense of prosecuting such claim. The Company's By-Laws
provide that it will be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any Proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Company) that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the Company to
indemnify the claimant for the amount claimed, but the burden of proving such
defense will be on the Company. Neither the failure of the Company (including
its Board of Directors, independent legal counsel or stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. The Company's
By-Laws provide that following any "change in control" of the Company of the
type required to be reported under Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant which independent legal counsel will be retained by the Board of
Directors on behalf of the Company.

         The Company's By-Laws provide that the right to indemnification and
the payment of expenses incurred in defending a Proceeding in advance of its
final disposition conferred in the Company's By-Laws will not be exclusive of
any other right which any person may have or may in the future acquire under any
statute, provision of the Company's Certificate of Incorporation, the Company's
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise.  The Company's By-Laws permit the Company to maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the DGCL.  In addition, the Company's By-Laws authorize the Company,
to the extent authorized from time to time by the Company's Board of Directors,
to grant rights to indemnification, and rights to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its final
disposition, to any agent of the Company to the fullest extent of the provisions
of the Company's By-Laws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Company.

         The Company's By-Laws provide that the right to indemnification
conferred therein will be a contract right and will include the right to be paid
by the Company the expenses incurred in defending any such Proceeding in advance
of its final disposition, except that if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so

                                     II-2
advanced if it is ultimately determined that such director or officer is not
entitled to be indemnified under the Company's By-Laws or otherwise.

Indemnification Agreements

         The Company has or will enter into indemnification agreements with
each of the Company's directors and officers.  The indemnification agreements
require, among other things, the Company to indemnify the officers and directors
to the fullest extent permitted by law, and to advance to such directors and
officers all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The Company will also
indemnify and advance all expenses incurred by such directors and officers
seeking to enforce their rights under the indemnification agreements, and cover
directors and officers under the Company's directors' and officers' liability
insurance.  Although such indemnification agreements will offer substantially
the same scope of coverage afforded by provisions in the Company's Certificate
of Incorporation and the Company's By-Laws, they provide greater assurance to
directors and officers that indemnification will be available because, as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors of the Company or by the stockholders to eliminate the rights provided
therein.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.
 
Item 8.  Exhibits
         --------
Exhibit                      
Number              Description of Exhibits
-------             -----------------------
  4(a)              Amended and Restated Certificate of Incorporation of the
                    Company, incorporated herein by reference from the Company's
                    Annual Report on Form 10-K for the fiscal year ended 
                    January 31, 1996 (File No. 0-23214).

  4(b)              Certificate of Merger and Ownership dated July 14, 1995,
                    incorporated herein by reference from the Company's
                    Registration Statement on Form S-4 (Registration No. 
                    33-95642).

  4(c)              By-Laws of the Company, incorporated herein by reference
                    from the Company's Annual Report on Form 10-K for the fiscal
                    year ended January 31, 1996 (File No. 0-23214).

  4(d)              Samsonite Corporation's Employee Stock Purchase Plan.

   5                Opinion of D. Michael Clayton, Esq.
 
  23(a)             Consent of D. Michael Clayton, Esq. (included in its opinion
                    filed as Exhibit 5).

  23(b)             Consent of KPMG Peat Marwick LLP.

The registrant hereby undertakes to submit the Samsonite Employee Savings Plan
and the Samsonite Employee Savings Trust to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in order to
qualify such plan and trust.

Item 9.  Undertakings
         ------------

         The registrant hereby undertakes:

                (i)     To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                (ii)    To include any prospectus required by Section 10(a)(3)
         of the Act;

                (iii)   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;

                                     II-3
(iv)    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 (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

         (1)    That, for the purpose of determining any liability under the
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.

         (2)    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.

         (3)    That, for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
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.

         (4)    Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                     II-4
SIGNATURES

          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 Denver, State of Colorado, on January 6, 1997.

                                     SAMSONITE CORPORATION

                                     By:   /s/ Richard R. Nicolosi
                                           --------------------------
                                           Richard R. Nicolosi
                                           President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of John Murtagh, Thomas R. Sandler
and D. Michael Clayton his true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each such and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing Powers of Attorney have been signed on
January 6, 1997, by the following persons in the capacities indicated.
Signatures                                     Title
/s/ Richard R. Nicolosi                     President, Chief Executive Officer and Director
------------------------------                      (Principal Executive Officer)
Richard R. Nicolosi

 
/s/ Thomas R. Sandler                          Chief Financial Officer and Treasurer
------------------------------              (Principal Financial and Accounting Officer)
Thomas R. Sandler          
 
 
/s/ Bernard Attal                                       Director
------------------------------                                  
Bernard Attal                                                   
                                                                
                                                                
                                                        Director
------------------------------                                  
R. Theodore Ammon                                               
                                                                
                                                                
/s/ Leon D. Black                                       Director
------------------------------                                  
Leon D. Black                                                   
                                                                
                                                                
/s/ Robert H. Falk                                      Director 
------------------------------                                  
Robert H. Falk                                                  
                                                                
                                                                
                                                        Director
------------------------------
Carl C. Icahn
II-5
/s/ Mark H. Rachesky                                    Director
------------------------------
Mark H. Rachesky
 

/s/ Robert L. Rosen                                     Director
------------------------------
Robert L. Rosen
 

                                                        Director
------------------------------
Marc J. Rowan

 
/s/ Stephen J. Solarz                                   Director
------------------------------
Stephen J. Solarz
II-6