<PAGE>   1

                                                        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. 2000 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                            Nicholas J. Rubino, Esq.
         Vice President - Deputy General Counsel and Assistant Secretary
                               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) 295-6000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
    Title of         Amount to be       Proposed Maximum        Proposed Maximum         Amount of
   Securities        Registered(a)       Offering Price             Aggregate         Registration Fee
to be Registered                           Per Share            Offering Price(b)

<S>                <C>                  <C>                     <C>                   <C>
Common stock       5,000,000 shares         $45.66              $228,300,000.00         $ 57,075
(par value $1.00
per share)
</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 C.F.R. 230.457(h),  solely for the purpose
     of calculating the  registration  fee. The Proposed  Maximum Offering Price
     Per Share is  $45.66 - and is based  upon the  average  of the high and low
     sale price of the Common  Stock as reported by the New York Stock  Exchange
     as of January 23, 2001 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: [ 28 ]

<PAGE>   2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Documents  containing  the  information  required by Part I of the  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b). Such documents are not filed with the Securities and Exchange Commission
(the  "Commission")  but constitute  (along with the documents  incorporated  by
reference into the registration  statement pursuant to Item 3 of Part II of this
registration  statement),  prospectuses  that meet the  requirements  of Section
10(a) of the Securities Act of 1933.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  which have been filed by the Registrant  with the
Commission are hereby incorporated by reference in this Registration Statement:

     (a)  Annual Report on Form 10-K for the fiscal year ended January 1, 2000.

     (b)  All  reports  filed by the  Company  with the  Commission  pursuant to
          Section 13(a) or 15(d) of the Exchange Act since January 1, 2000.

     (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  filed by the  Registrant  pursuant  to Section  13(a),
          13(c),  14 or 15(d) of the Exchange Act  subsequent to the date of the
          Registration  Statement  and 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 a part  hereof from the  respective  dates of filing such
          documents;  provided,  however, that the documents enumerated above or
          subsequently  filed by the  Registrant  pursuant  to  Sections  13(a),
          13(c),  14 and 15(d) of the Exchange Act in each year during which the
          offering made by this Registration Statement is in effect prior to the
          filing with the Commission of the  Registrant's  Annual Report on Form
          10-K covering such year shall not be incorporated by reference in this
          Registration  Statement  or be a part hereof from and after the filing
          of such Annual Report on form 10-K.


     The Registrant  will, upon written or oral request,  provide without charge
to any person to whom the Prospectus relating to this Registration  Statement is
delivered,  a copy of any and all of the information which has been incorporated
by reference in such  Prospectus and this  Registration  Statement  (pursuant to
Item 3 of Part II below),  other than  exhibits to such  documents  (unless such
documents  are  specifically   incorporated  by  reference  to  the  information
incorporated).   Requests  should  be  directed  to:  Investor  Relations,   Liz
Claiborne,  Inc. 1 Claiborne Avenue, North Bergen, New Jersey, 07047;  telephone
number 201-295-6000.

<PAGE>   3

ITEM 4. DESCRIPTION OF SECURITIES.

     See Item 3(c), above.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Registrant's  Common Stock being  registered  hereunder
will be passed upon by Nicholas  Rubino,  Esq.,  Vice President - Deputy General
Counsel and Assistant  Secretary of the Registrant.  As of January 29, 2001, Mr.
Rubino had a beneficial  interest in an aggregate of approximately  4,075 shares
of the Registrant's Common Stock.

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,  except (i) for
any  breach  of  the  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 were or are  parties  to any
threatened,  pending or 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

<PAGE>   4

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  agents  hereunder  shall  vest,  at  the  time  of the
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."

ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8 EXHIBITS

  EXHIBIT                            DESCRIPTION
     NO.

     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 4, 1998,  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 1 to Registrant's Form 8-A dated as of December 4, 1998).

    *4(e) Liz Claiborne, Inc. 2000 Stock Incentive Plan.

     *5   Opinion of Counsel re: Legality.

   *23(a) Consent of Independent Public Accountants.

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

* Filed herewith.

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");

<PAGE>   5

          (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(1)(i) and a(1)(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  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.

<PAGE>   6

                                   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 New  York,  State of New  York,  on this 25th day of
January, 2001.

LIZ CLAIBORNE, INC.                       LIZ CLAIBORNE, INC



By:/s/ Michael Scarpa                     By:/s/ Elaine H. Goodell
   ------------------                        ---------------------
   Michael Scarpa                            Elaine H. Goodell
   Vice President-Chief Financial Officer    Vice President-Corporate Controller
   (Principal Financial Officer)             and Chief Accounting Officer
                                             (Principal Accounting Officer)

<PAGE>   7

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                     TITLES(S)                     DATE


/s/ Paul R. Charron           Chairman of the Board,        January 25, 2001
--------------------------    Chief Executive Officer
    Paul R. Charron           and Director/Principal
                              Executive Officer

                              Director                      January   , 2001
--------------------------
    Bernard W. Aronson


/s/ Raul J. Fernandez         Director                      January 25, 2001
--------------------------
    Raul J. Fernandez


/s/ J. James Gordon           Director                      January 25, 2001
--------------------------
    J. James Gordon


                              Director                      January   , 2001
--------------------------
    George L. Jones


/s/ Nancy J. Karch            Director                      January 25, 2001
--------------------------
    Nancy J. Karch


/s/ Kenneth P. Kopelman       Director                      January 25, 2001
--------------------------
    Kenneth P. Kopelman


/s/ Kay Koplovitz             Director                      January 25, 2001
--------------------------
    Kay Koplovitz


/s/ Arthur C. Martinez        Director                      January 25, 2001
--------------------------
    Arthur C. Martinez


/s/ Christine A. Poon         Director                      January 25, 2001
--------------------------
    Christine A. Poon


                              Director                      January   , 2001
--------------------------
    Paul E. Tierney, Jr.

<PAGE>   8


                                 EXHIBIT INDEX


SEQUENTIAL                     DESCRIPTION                              PAGE NO.
EXHIBIT NO.

     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 4, 1998, 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 1
            to Registrant's Form 8-A dated as of December 4, 1998).

    *4(e)   Liz Claiborne, Inc. 2000 Stock Incentive Plan.

     *5     Opinion of Counsel re: Legality.

   *23(a)   Consent of Independent Public Accountants.

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

* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21923}]
{"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": "333-54560", "film-number": "1518359"}, "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"}}
1

                                                        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. 2000 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                            Nicholas J. Rubino, Esq.
         Vice President - Deputy General Counsel and Assistant Secretary
                               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) 295-6000

                         CALCULATION OF REGISTRATION FEE
Title of         Amount to be       Proposed Maximum        Proposed Maximum         Amount of
   Securities        Registered(a)       Offering Price             Aggregate         Registration Fee
to be Registered                           Per Share            Offering Price(b)
Common stock       5,000,000 shares         $45.66              $228,300,000.00         $ 57,075
(par value $1.00
per share)
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 C.F.R. 230.457(h),  solely for the purpose
     of calculating the  registration  fee. The Proposed  Maximum Offering Price
     Per Share is  $45.66 - and is based  upon the  average  of the high and low
     sale price of the Common  Stock as reported by the New York Stock  Exchange
     as of January 23, 2001 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: [ 28 ]
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Documents  containing  the  information  required by Part I of the  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b). Such documents are not filed with the Securities and Exchange Commission
(the  "Commission")  but constitute  (along with the documents  incorporated  by
reference into the registration  statement pursuant to Item 3 of Part II of this
registration  statement),  prospectuses  that meet the  requirements  of Section
10(a) of the Securities Act of 1933.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  which have been filed by the Registrant  with the
Commission are hereby incorporated by reference in this Registration Statement:

     (a)  Annual Report on Form 10-K for the fiscal year ended January 1, 2000.

     (b)  All  reports  filed by the  Company  with the  Commission  pursuant to
          Section 13(a) or 15(d) of the Exchange Act since January 1, 2000.

     (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  filed by the  Registrant  pursuant  to Section  13(a),
          13(c),  14 or 15(d) of the Exchange Act  subsequent to the date of the
          Registration  Statement  and 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 a part  hereof from the  respective  dates of filing such
          documents;  provided,  however, that the documents enumerated above or
          subsequently  filed by the  Registrant  pursuant  to  Sections  13(a),
          13(c),  14 and 15(d) of the Exchange Act in each year during which the
          offering made by this Registration Statement is in effect prior to the
          filing with the Commission of the  Registrant's  Annual Report on Form
          10-K covering such year shall not be incorporated by reference in this
          Registration  Statement  or be a part hereof from and after the filing
          of such Annual Report on form 10-K.

     The Registrant  will, upon written or oral request,  provide without charge
to any person to whom the Prospectus relating to this Registration  Statement is
delivered,  a copy of any and all of the information which has been incorporated
by reference in such  Prospectus and this  Registration  Statement  (pursuant to
Item 3 of Part II below),  other than  exhibits to such  documents  (unless such
documents  are  specifically   incorporated  by  reference  to  the  information
incorporated).   Requests  should  be  directed  to:  Investor  Relations,   Liz
Claiborne,  Inc. 1 Claiborne Avenue, North Bergen, New Jersey, 07047;  telephone
number 201-295-6000.
3

ITEM 4. DESCRIPTION OF SECURITIES.

     See Item 3(c), above.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Registrant's  Common Stock being  registered  hereunder
will be passed upon by Nicholas  Rubino,  Esq.,  Vice President - Deputy General
Counsel and Assistant  Secretary of the Registrant.  As of January 29, 2001, Mr.
Rubino had a beneficial  interest in an aggregate of approximately  4,075 shares
of the Registrant's Common Stock.

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,  except (i) for
any  breach  of  the  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 were or are  parties  to any
threatened,  pending or 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
4

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  agents  hereunder  shall  vest,  at  the  time  of the
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."

ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8 EXHIBITS

  EXHIBIT                            DESCRIPTION
     NO.

     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 4, 1998,  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 1 to Registrant's Form 8-A dated as of December 4, 1998).

    *4(e) Liz Claiborne, Inc. 2000 Stock Incentive Plan.

     *5   Opinion of Counsel re: Legality.

   *23(a) Consent of Independent Public Accountants.

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

* Filed herewith.

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");
5

          (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(1)(i) and a(1)(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  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

     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 25th day of
January, 2001.

LIZ CLAIBORNE, INC.                       LIZ CLAIBORNE, INC

By:/s/ Michael Scarpa                     By:/s/ Elaine H. Goodell
   ------------------                        ---------------------
   Michael Scarpa                            Elaine H. Goodell
   Vice President-Chief Financial Officer    Vice President-Corporate Controller
   (Principal Financial Officer)             and Chief Accounting Officer
                                             (Principal Accounting Officer)
7

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                     TITLES(S)                     DATE

/s/ Paul R. Charron           Chairman of the Board,        January 25, 2001
--------------------------    Chief Executive Officer
    Paul R. Charron           and Director/Principal
                              Executive Officer

                              Director                      January   , 2001
--------------------------
    Bernard W. Aronson

/s/ Raul J. Fernandez         Director                      January 25, 2001
--------------------------
    Raul J. Fernandez

/s/ J. James Gordon           Director                      January 25, 2001
--------------------------
    J. James Gordon

                              Director                      January   , 2001
--------------------------
    George L. Jones

/s/ Nancy J. Karch            Director                      January 25, 2001
--------------------------
    Nancy J. Karch

/s/ Kenneth P. Kopelman       Director                      January 25, 2001
--------------------------
    Kenneth P. Kopelman

/s/ Kay Koplovitz             Director                      January 25, 2001
--------------------------
    Kay Koplovitz

/s/ Arthur C. Martinez        Director                      January 25, 2001
--------------------------
    Arthur C. Martinez

/s/ Christine A. Poon         Director                      January 25, 2001
--------------------------
    Christine A. Poon

                              Director                      January   , 2001
--------------------------
    Paul E. Tierney, Jr.
8

                                 EXHIBIT INDEX

SEQUENTIAL                     DESCRIPTION                              PAGE NO.
EXHIBIT NO.

     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 4, 1998, 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 1
            to Registrant's Form 8-A dated as of December 4, 1998).

    *4(e)   Liz Claiborne, Inc. 2000 Stock Incentive Plan.

     *5     Opinion of Counsel re: Legality.

   *23(a)   Consent of Independent Public Accountants.

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

* Filed herewith.