<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on August 9, 1996
                                                      Reg. No. 33 - __________

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

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

                                                    LIZ CLAIBORNE, INC.
                                    (Exact name of issuer as specified in its charter)

                                        Delaware                       13-2842791
                           (State or other jurisdiction of            (I.R.S. Employer
                            incorporation or organization)           Identification No.)
                                                       1441 Broadway
                                                    New York, NY 10018
                                          (Address of Principal Executive Offices)

                                          LIZ CLAIBORNE, INC. OUTSIDE DIRECTORS'
                                                 1991 STOCK OWNERSHIP PLAN
                                                 (Full title of the plan)

                                               Roberta Schuhalter Karp, Esq.
                                  Vice President - Corporate Affairs and General Counsel
                                                    Liz Claiborne, Inc.
                                                   One Claiborne Avenue
                                                  North Bergen, NJ 07047
                                          (Name and address of agent for service)

                                         Telephone number, including area code, of
                                             agent for service: (201) 295-7830

                                              CALCULATION OF REGISTRATION FEE


                                    Proposed
                                  Proposed Maximum   Maximum       Amount of
Title of Securities Amount to be  Offering Price    Aggregate     Registration
to be Registered    Registered      Per Share     Offering Price       Fee
<S>                 <C>           <C>             <C>             <C>
Common Stock (par
value $1.00 per      358,309
share)               shares(a)      $32.4375(b)   $11,622,648(b)     $4,008
</TABLE>
Approximate Date of Proposed Sales:  From time to time after effective
date of this Registration Statement.
(a)  In accordance with 17. CFR 230.457(h), represents maximum number of shares
     currently issuable under the Plan covered by this Registration Statement.
(b)  Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share  represents the average of the high and low price of the Common Stock
     as reported by the New York Stock  Exchange as of August 6, 1996,  which is
     within  five (5)  business  days  prior  to the  date of this  registration
     statement.

Exhibit Index is located at page 8 of this document.
                                   Total pages: 10 .



<PAGE>



Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration  Statement,  except to the extent that any statement or information
contained  therein  is  modified,  superseded  or  replaced  by a  statement  or
information  contained in any subsequently filed document incorporated herein by
reference.

(a)      The Registrant's Annual Report on Form 10-K for the year ended
         December 30, 1995.

(b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
         ended March 30, 1996.

(c)      The  description  of  securities  to be  registered  contained  in  the
         Registration  Statement  filed pursuant to Section 12 of the Securities
         and Exchange Act of 1934, as amended (the "1934 Act"),  relating to the
         Registrant's   Common  Stock  and  preferred  stock  purchase   rights,
         including any  amendments or reports filed for the purposes of updating
         such description.

(d)      All documents subsequently filed by the Registrant pursuant to Sections
         13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the  filing of a
         post-effective  amendment to the Registration Statement which indicates
         that all securities  offered hereby have been sold or which deregisters
         all such securities remaining unsold.


Item 4.           Description of Securities.

         Not applicable.


Item 5.           Interest of Named Experts and Counsel.

         The validity of the securities  offered hereby has been passed upon for
the Company by Roberta Schuhalter Karp, Esq., Vice President - Corporate Affairs
and General Counsel of the Company.  At July 31, 1996, Ms. Karp had a beneficial
interest in an aggregate of  approximately  18,575 shares of Common Stock of the
Company.


Item 6.           Indemnification of Directors and Officers.

         The Registrant's  Restated  Certificate of  Incorporation,  the General
Corporation  Law of the  State  of  Delaware  (the  "DGCL")  and  various  other
agreements  provide  for  extensive  indemnification  for  expenses,  fines  and
judgments  incurred by a director or officer in connection with various civil or
criminal actions, including certain securities actions, provided the director or
officer acted in good faith in a manner which he reasonably believed to be in or
not opposed to the best  interest of the  Registrant  and,  with  respect to any
criminal  action,  such  director  or officer did not have  reasonable  cause to
believe his conduct was unlawful.

         Section  102(b)(7)  of the DGCL enables a  corporation  in its original
certificate or an amendment thereto to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty,



                                                                             -2-


<PAGE>



except (i) for any breach of the director's  duty of loyalty to the  corporation
or its  stockholders,  director's  duty of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL  (providing  for liability of directors for unlawful  payment of
dividends  or  unlawful  stock  purchases  or  redemptions),  or  (iv)  for  any
transaction  from which a director  derived an improper  personal  benefit.  The
Registrant's Restated Certificate of Incorporation contains provisions permitted
by Section 102(b)(7) of the DGCL.

         Section 145 of the DGCL provides  that a corporation  may indemnify any
persons, including officers and directors, who are, completed legal action, suit
or proceeding,  whether civil, criminal,  administrative or investigative (other
than an action by or in the  right of such  corporation),  by reason of the fact
that  such  person  was  an  officer,  director,   employee  or  agent  of  such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with  such  action,  suit  or  proceeding,  provided  such  officer,
director,  employee or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the  corporation's  best  interests and, for
criminal  proceedings,  had no reasonable  cause to believe that his conduct was
unlawful.  A Delaware  corporation  may  indemnify  officers and directors in an
action by or in the right of the corporation  under the same conditions,  except
that no indemnification is permitted without judicial approval if the officer or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

         Article TENTH of the Registrant's Restated Certificate of Incorporation
provides as follows:

         "TENTH:  The  Corporation  shall,  to the fullest extent to which it is
empowered  to do so by the  General  Corporation  Law of  Delaware  or any other
applicable laws as may from time to time be in effect,  indemnify any person who
was or is threatened to be made a party to any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  by reason of the fact that he is or was a director or officer of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise,  against all expenses (including attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection with such action, suit or proceeding.  Expenses incurred in defending
a civil or criminal action,  suit or proceeding shall be paid by the Corporation
in advance of the final  disposition  of such action,  suit or  proceeding  upon
receipt of an undertaking by or on behalf of the director,  officer, employee or
agent who may be  entitled to such  indemnification,  to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation.  The  Corporation's  obligation to indemnify and to prepay expenses
under this  Article  TENTH shall  arise,  and all rights  granted to  directors,
officers, employees or agent hereunder shall vest, at the time of the



                                                                             -3-


<PAGE>




occurrence of the transaction or event to which such action,  suit or proceeding
relates, or at the time that the action or conduct to which such action, suit or
proceeding  relates  was first  taken or engaged  in (or  omitted to be taken or
engaged  in),  regardless  of when  such  action,  suit or  proceeding  is first
threatened,  commenced or completed.  Notwithstanding any other provision of the
certificate of incorporation or the by-laws of the Corporation,  no action taken
by the Corporation,  either by amendment of this  certificate of  incorporation,
the by-laws of the Corporation or otherwise,  shall diminish or adversely affect
any rights to  indemnification  or  prepayment  of expenses  granted  under this
Article TENTH which shall have become vested as aforesaid prior to the date that
such amendment or other corporate action is taken."

         The Registrant maintains certain Directors' and Officers' Liability and
Corporation  Reimbursement  Insurance covering the officers and directors of the
Registrant to the extent permitted by the Restated  Certificate of Incorporation
of the Registrant and the laws of the State of Delaware.


Item 7.           Exemption from Registration Claimed.

         Not applicable.


Item 8.           Exhibits.

Exhibit No.                         Description

4(a)                       Restated   Certificate   of   Incorporation   of  the
                           Registrant  (incorporated  herein by  reference  from
                           Exhibit 3(a) to the Registrant's  Quarterly Report on
                           Form 10-Q for the  quarterly  period  ended  June 26,
                           1993).

4(b)                       By-laws of the Registrant,  as amended  (incorporated
                           herein  by   reference   from  Exhibit  3(b)  to  the
                           Registrant's  Annual  Report  on  Form  10-K  for the
                           fiscal year ended December 26, 1992 (the "1992 Annual
                           Report").

4(c)                       Specimen  certificate  for  the  Registrant's  Common
                           Stock, par value $1.00 per share (incorporated herein
                           by  reference  from  Exhibit  4(a) to the 1992 Annual
                           Report).

4(d)                       Rights Agreement, dated December 7, 1988, as amended,
                           between  the   Registrant  and  First  Chicago  Trust
                           Company of New York,  as Rights Agent  (successor  to
                           The Chase Manhattan Bank, N.A.) (incorporated  herein
                           by reference  from Exhibit 10(d) to the  Registrant's
                           Annual  Report on Form 10-K for the fiscal year ended
                           December 31, 1988).

4(e)                       Amendment  to Rights  Agreement,  dated  March  1990,
                           between  the   Registrant  and  First  Chicago  Trust
                           Company of New York,  as Rights  Agent  (incorporated
                           herein  by  reference  from  Exhibit  4(d)(i)  to the
                           Registrant's  Annual  Report  on  Form  10-K  for the
                           fiscal year ended December 30, 1989).







                                                                             -4-


<PAGE>




4(f)                       Amendment  to Rights  Agreement,  dated as of January
                           24, 1992,  between the  Registrant  and First Chicago
                           Trust   Company   of  New  York,   as  Rights   Agent
                           (incorporated   herein  by  reference   from  Exhibit
                           4(b)(ii) to the  Registrant's  Annual  Report on form
                           10-K for the fiscal year ended December 28, 1991).

5                          Opinion of Counsel re Legality.

23(a)                      Consent of Independent Public Accountants.

23(b)                      Consent of Counsel (included in Exhibit 5).


Item 9.           Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

              (i)      To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933, as amended (the "1933 Act");

              (ii)         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;

             (iii)       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 a(l)(i) and a(l)(ii) above do
                         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 1934 Act
                          that are incorporated by reference in the Registration
                           Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  1993 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.

         (3)      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.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any  liability  under  the 1933  Act,  each  filing of the
         Registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
         of the 1934 Act that is incorporated by reference in the



                                                                             -5-


<PAGE>



         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.

(c)      Insofar as indemnification for liabilities arising under the 1933
         Act may be permitted to directors, officers and controlling persons
         of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of
         the Commission such indemnification is against public policy as
         expressed in the 1933 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 1933 Act and will be
         governed by the final adjudication of such issue.







































                                                                             -6-



<PAGE>



                                                        SIGNATURES


         The Registrant.  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 New York, State of New York, on this 9th day of
August, 1996.

                                            LIZ CLAIBORNE, INC.


                                            By: /s/ Samuel M. Miller
                                            Samuel M. Miller
                                            Senior Vice President-Finance, Chief
                                            Financial Officer and Principal
                                            Financial and Accounting Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities on August 9, 1996.

SIGNATURE                                                              TITLES(S)


/s/ Paul R. Charron      Chairman, Chief Executive Officer, President, Principal
    Paul R. Charron                         Executive Officer and Director


/s/ Lee Abraham                                               Director
    Lee Abraham


/s/ Eileen H. Bedell                                          Director
    Eileen H. Bedell


                                                              Director
    Jerome A. Chazen


                                                              Director
    Ann M. Fudge


/s/ J. James Gordon                                           Director
    J. James Gordon


/s/ Sherwin Kamin                                             Director
    Sherwin Kamin


                                                              Director
    Kay Koplovitz


/s/ Paul E. Tierney, Jr.                                      Director
    Paul E. Tierney, Jr.

                                                                             -7-



<PAGE>



                                     EXHIBIT INDEX

                                                                      Sequential
Exhibit No.                      Description                            Page No.

4(a)          Restated   Certificate   of   Incorporation   of  the
              Registrant  (incorporation  herein by reference  from
              Exhibit 3(a) to the Registrant's  Quarterly Report on
              Form 10-Q for the  quarterly  period  ended  June 26,
              1993).

4(b)          By-laws of the Registrant,  as amended  (incorporated
              herein  by   reference   from  Exhibit  3(b)  to  the
              Registrant's  Annual  Report  on  Form  10-K  for the
              fiscal year ended December 26, 1992 (the "1992
              Annual Report").

4(c)          Specimen  certificate  for  the  Registrant's  Common
              Stock, par value $1.00 per share (incorporated herein
              by  reference  from  Exhibit  4(a) to the 1992 Annual
              Report).

4(d)          Rights Agreement, dated December 7, 1988,
              as amended, between the Registrant and
              First Chicago Trust Company of New York,
              as Rights Agent (successor to The Chase
              Manhattan Bank, N.A.) (incorporated
              herein by reference from Exhibit 10(d)
              to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended
              December 31, 1988).

4(e)          Amendment to Rights Agreement, dated
              March 1990, between the Registrant
              and First Chicago Trust Company of
              New York, as Rights Agent (incorporated
              herein by reference from Exhibit 4(d)(i)
              to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended
              December 30, 1989).

4(f)          Amendment to Rights Agreement, dated as
              of January 24, 1992, between the
              Registrant and First Chicago Trust Company
              of New York, as Rights Agent (incorporated
              herein by reference from Exhibit 4(b)(ii)
              to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended
              December 28, 1991).

5             Opinion of Counsel re Legality.

23(a)         Consent of Independent Public Accountants.

23(b)         Consent of Counsel (included in Exhibit 5).


                                                                             -8-


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23987}]
{"company-data": {"conformed-name": "CLAIBORNE LIZ INC", "cik": "0000352363", "assigned-sic": "2330", "irs-number": "132842791", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09851", "film-number": "96606879"}, "business-address": {"street1": "1441 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2123544900"}, "mail-address": {"street1": "1441 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
As filed with the Securities and Exchange Commission on August 9, 1996
                                                      Reg. No. 33 - __________

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

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

                                                    LIZ CLAIBORNE, INC.
                                    (Exact name of issuer as specified in its charter)

                                        Delaware                       13-2842791
                           (State or other jurisdiction of            (I.R.S. Employer
                            incorporation or organization)           Identification No.)
                                                       1441 Broadway
                                                    New York, NY 10018
                                          (Address of Principal Executive Offices)

                                          LIZ CLAIBORNE, INC. OUTSIDE DIRECTORS'
                                                 1991 STOCK OWNERSHIP PLAN
                                                 (Full title of the plan)

                                               Roberta Schuhalter Karp, Esq.
                                  Vice President - Corporate Affairs and General Counsel
                                                    Liz Claiborne, Inc.
                                                   One Claiborne Avenue
                                                  North Bergen, NJ 07047
                                          (Name and address of agent for service)

                                         Telephone number, including area code, of
                                             agent for service: (201) 295-7830

                                              CALCULATION OF REGISTRATION FEE

                                    Proposed
                                  Proposed Maximum   Maximum       Amount of
Title of Securities Amount to be  Offering Price    Aggregate     Registration
to be Registered    Registered      Per Share     Offering Price       Fee
Common Stock (par
value $1.00 per      358,309
share)               shares(a)      $32.4375(b)   $11,622,648(b)     $4,008
Approximate Date of Proposed Sales:  From time to time after effective
date of this Registration Statement.
(a)  In accordance with 17. CFR 230.457(h), represents maximum number of shares
     currently issuable under the Plan covered by this Registration Statement.
(b)  Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share  represents the average of the high and low price of the Common Stock
     as reported by the New York Stock  Exchange as of August 6, 1996,  which is
     within  five (5)  business  days  prior  to the  date of this  registration
     statement.

Exhibit Index is located at page 8 of this document.
                                   Total pages: 10 .
Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration  Statement,  except to the extent that any statement or information
contained  therein  is  modified,  superseded  or  replaced  by a  statement  or
information  contained in any subsequently filed document incorporated herein by
reference.

(a)      The Registrant's Annual Report on Form 10-K for the year ended
         December 30, 1995.

(b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
         ended March 30, 1996.

(c)      The  description  of  securities  to be  registered  contained  in  the
         Registration  Statement  filed pursuant to Section 12 of the Securities
         and Exchange Act of 1934, as amended (the "1934 Act"),  relating to the
         Registrant's   Common  Stock  and  preferred  stock  purchase   rights,
         including any  amendments or reports filed for the purposes of updating
         such description.

(d)      All documents subsequently filed by the Registrant pursuant to Sections
         13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the  filing of a
         post-effective  amendment to the Registration Statement which indicates
         that all securities  offered hereby have been sold or which deregisters
         all such securities remaining unsold.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interest of Named Experts and Counsel.

         The validity of the securities  offered hereby has been passed upon for
the Company by Roberta Schuhalter Karp, Esq., Vice President - Corporate Affairs
and General Counsel of the Company.  At July 31, 1996, Ms. Karp had a beneficial
interest in an aggregate of  approximately  18,575 shares of Common Stock of the
Company.

Item 6.           Indemnification of Directors and Officers.

         The Registrant's  Restated  Certificate of  Incorporation,  the General
Corporation  Law of the  State  of  Delaware  (the  "DGCL")  and  various  other
agreements  provide  for  extensive  indemnification  for  expenses,  fines  and
judgments  incurred by a director or officer in connection with various civil or
criminal actions, including certain securities actions, provided the director or
officer acted in good faith in a manner which he reasonably believed to be in or
not opposed to the best  interest of the  Registrant  and,  with  respect to any
criminal  action,  such  director  or officer did not have  reasonable  cause to
believe his conduct was unlawful.

         Section  102(b)(7)  of the DGCL enables a  corporation  in its original
certificate or an amendment thereto to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty,

                                                                             -2-
except (i) for any breach of the director's  duty of loyalty to the  corporation
or its  stockholders,  director's  duty of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL  (providing  for liability of directors for unlawful  payment of
dividends  or  unlawful  stock  purchases  or  redemptions),  or  (iv)  for  any
transaction  from which a director  derived an improper  personal  benefit.  The
Registrant's Restated Certificate of Incorporation contains provisions permitted
by Section 102(b)(7) of the DGCL.

         Section 145 of the DGCL provides  that a corporation  may indemnify any
persons, including officers and directors, who are, completed legal action, suit
or proceeding,  whether civil, criminal,  administrative or investigative (other
than an action by or in the  right of such  corporation),  by reason of the fact
that  such  person  was  an  officer,  director,   employee  or  agent  of  such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with  such  action,  suit  or  proceeding,  provided  such  officer,
director,  employee or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the  corporation's  best  interests and, for
criminal  proceedings,  had no reasonable  cause to believe that his conduct was
unlawful.  A Delaware  corporation  may  indemnify  officers and directors in an
action by or in the right of the corporation  under the same conditions,  except
that no indemnification is permitted without judicial approval if the officer or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

         Article TENTH of the Registrant's Restated Certificate of Incorporation
provides as follows:

         "TENTH:  The  Corporation  shall,  to the fullest extent to which it is
empowered  to do so by the  General  Corporation  Law of  Delaware  or any other
applicable laws as may from time to time be in effect,  indemnify any person who
was or is threatened to be made a party to any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  by reason of the fact that he is or was a director or officer of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise,  against all expenses (including attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection with such action, suit or proceeding.  Expenses incurred in defending
a civil or criminal action,  suit or proceeding shall be paid by the Corporation
in advance of the final  disposition  of such action,  suit or  proceeding  upon
receipt of an undertaking by or on behalf of the director,  officer, employee or
agent who may be  entitled to such  indemnification,  to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation.  The  Corporation's  obligation to indemnify and to prepay expenses
under this  Article  TENTH shall  arise,  and all rights  granted to  directors,
officers, employees or agent hereunder shall vest, at the time of the

                                                                             -3-
occurrence of the transaction or event to which such action,  suit or proceeding
relates, or at the time that the action or conduct to which such action, suit or
proceeding  relates  was first  taken or engaged  in (or  omitted to be taken or
engaged  in),  regardless  of when  such  action,  suit or  proceeding  is first
threatened,  commenced or completed.  Notwithstanding any other provision of the
certificate of incorporation or the by-laws of the Corporation,  no action taken
by the Corporation,  either by amendment of this  certificate of  incorporation,
the by-laws of the Corporation or otherwise,  shall diminish or adversely affect
any rights to  indemnification  or  prepayment  of expenses  granted  under this
Article TENTH which shall have become vested as aforesaid prior to the date that
such amendment or other corporate action is taken."

         The Registrant maintains certain Directors' and Officers' Liability and
Corporation  Reimbursement  Insurance covering the officers and directors of the
Registrant to the extent permitted by the Restated  Certificate of Incorporation
of the Registrant and the laws of the State of Delaware.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

Exhibit No.                         Description

4(a)                       Restated   Certificate   of   Incorporation   of  the
                           Registrant  (incorporated  herein by  reference  from
                           Exhibit 3(a) to the Registrant's  Quarterly Report on
                           Form 10-Q for the  quarterly  period  ended  June 26,
                           1993).

4(b)                       By-laws of the Registrant,  as amended  (incorporated
                           herein  by   reference   from  Exhibit  3(b)  to  the
                           Registrant's  Annual  Report  on  Form  10-K  for the
                           fiscal year ended December 26, 1992 (the "1992 Annual
                           Report").

4(c)                       Specimen  certificate  for  the  Registrant's  Common
                           Stock, par value $1.00 per share (incorporated herein
                           by  reference  from  Exhibit  4(a) to the 1992 Annual
                           Report).

4(d)                       Rights Agreement, dated December 7, 1988, as amended,
                           between  the   Registrant  and  First  Chicago  Trust
                           Company of New York,  as Rights Agent  (successor  to
                           The Chase Manhattan Bank, N.A.) (incorporated  herein
                           by reference  from Exhibit 10(d) to the  Registrant's
                           Annual  Report on Form 10-K for the fiscal year ended
                           December 31, 1988).

4(e)                       Amendment  to Rights  Agreement,  dated  March  1990,
                           between  the   Registrant  and  First  Chicago  Trust
                           Company of New York,  as Rights  Agent  (incorporated
                           herein  by  reference  from  Exhibit  4(d)(i)  to the
                           Registrant's  Annual  Report  on  Form  10-K  for the
                           fiscal year ended December 30, 1989).

                                                                             -4-
4(f)                       Amendment  to Rights  Agreement,  dated as of January
                           24, 1992,  between the  Registrant  and First Chicago
                           Trust   Company   of  New  York,   as  Rights   Agent
                           (incorporated   herein  by  reference   from  Exhibit
                           4(b)(ii) to the  Registrant's  Annual  Report on form
                           10-K for the fiscal year ended December 28, 1991).

5                          Opinion of Counsel re Legality.

23(a)                      Consent of Independent Public Accountants.

23(b)                      Consent of Counsel (included in Exhibit 5).

Item 9.           Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

              (i)      To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933, as amended (the "1933 Act");

              (ii)         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;

             (iii)       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 a(l)(i) and a(l)(ii) above do
                         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 1934 Act
                          that are incorporated by reference in the Registration
                           Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  1993 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.

         (3)      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.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any  liability  under  the 1933  Act,  each  filing of the
         Registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
         of the 1934 Act that is incorporated by reference in the

                                                                             -5-
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.

(c)      Insofar as indemnification for liabilities arising under the 1933
         Act may be permitted to directors, officers and controlling persons
         of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of
         the Commission such indemnification is against public policy as
         expressed in the 1933 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 1933 Act and will be
         governed by the final adjudication of such issue.

                                                                             -6-
SIGNATURES

         The Registrant.  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 New York, State of New York, on this 9th day of
August, 1996.

                                            LIZ CLAIBORNE, INC.

                                            By: /s/ Samuel M. Miller
                                            Samuel M. Miller
                                            Senior Vice President-Finance, Chief
                                            Financial Officer and Principal
                                            Financial and Accounting Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities on August 9, 1996.

SIGNATURE                                                              TITLES(S)

/s/ Paul R. Charron      Chairman, Chief Executive Officer, President, Principal
    Paul R. Charron                         Executive Officer and Director

/s/ Lee Abraham                                               Director
    Lee Abraham

/s/ Eileen H. Bedell                                          Director
    Eileen H. Bedell

                                                              Director
    Jerome A. Chazen

                                                              Director
    Ann M. Fudge

/s/ J. James Gordon                                           Director
    J. James Gordon

/s/ Sherwin Kamin                                             Director
    Sherwin Kamin

                                                              Director
    Kay Koplovitz

/s/ Paul E. Tierney, Jr.                                      Director
    Paul E. Tierney, Jr.

                                                                             -7-
EXHIBIT INDEX

                                                                      Sequential
Exhibit No.                      Description                            Page No.

4(a)          Restated   Certificate   of   Incorporation   of  the
              Registrant  (incorporation  herein by reference  from
              Exhibit 3(a) to the Registrant's  Quarterly Report on
              Form 10-Q for the  quarterly  period  ended  June 26,
              1993).

4(b)          By-laws of the Registrant,  as amended  (incorporated
              herein  by   reference   from  Exhibit  3(b)  to  the
              Registrant's  Annual  Report  on  Form  10-K  for the
              fiscal year ended December 26, 1992 (the "1992
              Annual Report").

4(c)          Specimen  certificate  for  the  Registrant's  Common
              Stock, par value $1.00 per share (incorporated herein
              by  reference  from  Exhibit  4(a) to the 1992 Annual
              Report).

4(d)          Rights Agreement, dated December 7, 1988,
              as amended, between the Registrant and
              First Chicago Trust Company of New York,
              as Rights Agent (successor to The Chase
              Manhattan Bank, N.A.) (incorporated
              herein by reference from Exhibit 10(d)
              to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended
              December 31, 1988).

4(e)          Amendment to Rights Agreement, dated
              March 1990, between the Registrant
              and First Chicago Trust Company of
              New York, as Rights Agent (incorporated
              herein by reference from Exhibit 4(d)(i)
              to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended
              December 30, 1989).

4(f)          Amendment to Rights Agreement, dated as
              of January 24, 1992, between the
              Registrant and First Chicago Trust Company
              of New York, as Rights Agent (incorporated
              herein by reference from Exhibit 4(b)(ii)
              to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended
              December 28, 1991).

5             Opinion of Counsel re Legality.

23(a)         Consent of Independent Public Accountants.

23(b)         Consent of Counsel (included in Exhibit 5).

                                                                             -8-