AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2002
                                                     REGISTRATION NO. __________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            LOEHMANN'S HOLDINGS, INC.

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        13-4129380
-------------------------------                 --------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                               2500 Halsey Street
                              Bronx, New York 10461

                                 (718) 409-2000
    ------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                           2000 EQUITY INCENTIVE PLAN
                            2000 DIRECTOR OPTION PLAN
                             2001 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                  Robert Glass
         Chief Operating Officer, Chief Financial Officer and Secretary
                            Loehmann's Holdings, Inc.
                               2500 Halsey Street
                              Bronx, New York 10461
                                 (718) 409-2000

--------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                            Herbert L. Rosedale, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF SECURITIES                AMOUNT TO BE          PROPOSED MAXIMUM          PROPROPOSED MAXIMUM            AMOUNT OF
TO BE REGISTERED                   REGISTERED(1)     OFFERING PRICE PER SHARE     AGGREGATE OFFERING PRICE     REGISTRATION FEE
<S>           <C>                       <C>               <C>                            <C>                       <C>
Common Stock, $.01 par value            65,250            $12.725(2)                     $830,306.25               $76.39
Common Stock, $.01 par value           197,250             $5.800(3)                   $1,144,050.00              $105.25
Common Stock, $.01 par value            75,000             $5.000(3)                     $375,000.00               $34.50
Common Stock, $.01 par value            25,000             $5.800(3)                     $145,000.00               $13.34
Common Stock, $.01 par value           100,000            $12.725(2)                   $1,272,500.00              $117.07
Common Stock, $.01 par value           200,000            $12.25(3)                    $2,450,000.00              $225.40
====================================================================================================================================
</TABLE>
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
additional  securities  resulting from anti-dilution  adjustments under the 2000
Equity Incentive Plan, 2000 Director Option Plan and 2001 Stock Option Plan.
(2) The price per share is estimated  solely for the purpose of calculating  the
registration  fee  pursuant  to Rule  457(c),  based on the  average  of the bid
($12.50)  and ask  ($12.95)  prices for the Common  Stock as reported on the OTC
Bulletin Board on April 2, 2002.
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h),  based on the exercise  price of presently  outstanding
options.


<PAGE>
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Loehmann's Holdings,
Inc. (the "Company") with the Securities and Exchange Commission (the "SEC"), as
noted below, are incorporated by reference into this Registration Statement:

         (1)   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended February 3, 2001, as filed with the SEC on May 3, 2001;

         (2)   The Company's Amended Annual Report on Form 10-K/A for the fiscal
               year ended  February  3,  2001,  as filed with the SEC on June 4,
               2001;

         (3)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter  ended  May 5,  2001,  as filed  with the SEC on June 19,
               2001;

         (4)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter  ended August 4, 2001, as filed with the SEC on September
               17, 2001;

         (5)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended November 3, 2001, as filed with the SEC on December
               12, 2001;

         (6)   All  documents  subsequently  filed by the  Company  with the SEC
               pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange  Act"),  prior to
               the filing of a  post-effective  amendment,  which indicates that
               all securities  offered have been sold or which  de-registers all
               securities  then  remaining   unsold,   shall  be  deemed  to  be
               incorporated by reference herein and to be a part hereof from the
               date of filing such  documents.  Any  statement  contained in any
               document  incorporated  or deemed to be incorporated by reference
               herein shall be deemed to be modified or superseded  for purposes
               of this  Registration  Statement  to the extent  that a statement
               contained herein modifies or supersedes such statement.  Any such
               statement  so  modified  or  superseded  shall  not be  deemed to
               constitute a part of this  Registration  Statement,  except as so
               modified or superseded.


ITEM 4.  DESCRIPTION OF SECURITIES.

         The  authorized  capital  stock of the Company  consists  of  5,500,000
shares,  par value  $.01 per share,  of Common  Stock,  3,333,333  of which were
outstanding  as  of  March  7,  2002,  held  of  record  by  approximately   695
stockholders.  No preferred stock is authorized.  All shares of our common stock
now outstanding are fully paid and non-assessable.  Reference is made to the our
Certificate of Incorporation,  By-laws and the applicable  statutes of the State
of Delaware for a more complete description of the rights and liabilities of the
holders of our common stock.

         The  following  summary of certain  rights of the common stock does not
purport to be complete and is subject to, and  qualified in its entirety by, the
provisions  of our  Certificate  of  Incorporation  and By-laws,  as well as the
provisions of applicable law.



                                      II-1
<PAGE>

         The holders of our common  stock are  entitled to one vote per share on
all matters to be voted on by stockholders generally,  including the election of
directors,  are entitled to dividends and other distributions as may be declared
from time to time by the board of directors out of any funds  legally  available
for that purpose and will,  upon the  liquidation,  dissolution or winding up of
the Company,  share ratably in the  distribution of all of the Company's  assets
remaining  available  for  distribution  after  satisfaction  of all of the  our
liabilities.  The holders of the Company's  Common Stock do not have  cumulative
voting  rights,  preemptive,   subscription  or  conversion  rights,  or  rights
applicable to redemption or sinking fund provisions.

ANTI-TAKEOVER EFFECTS OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS

         The  following  provisions  in our  Certificate  of  Incorporation  and
By-laws may be deemed to have an  anti-takeover  effect and may delay,  defer or
prevent a tender offer or takeover attempt that a stockholder  might consider in
its best interest.

         Authorized But Unissued  Shares.  The authorized but unissued shares of
common stock are available for future  issuance  without  stockholder  approval.
These  additional  shares may be utilized  for a variety of  corporate  purposes
including  future  public  offerings  to  raise  additional  capital,  corporate
acquisitions and employee benefit plans.

         Special  Meetings of  Stockholders.  According  to the  Certificate  of
Incorporation  and By-laws of the Company,  special meetings of stockholders may
only be called by the Chairman,  the Chief  Executive  Officer,  or the Board of
Directors of the Company.  These provisions prevent a group of stockholders from
calling a special meeting of stockholders  without the Board of Directors of the
Company or persons holding the positions specified above.

         Stockholder  Action Without a Meeting.  According to the Certificate of
Incorporation  and  By-laws of the  Company,  stockholders  may not take  action
outside of an annual or special meeting.  Therefore, unless an annual or special
meeting took place, the stockholders of the Company would not be able to approve
a corporate action by written consent.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the Company, may indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other than a derivative  action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against 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 if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall



                                      II-2
<PAGE>

be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court  determines  such  person is fairly and  reasonably  entitled  to
indemnity for such expenses. Additionally,  pursuant to Section 145 of the DGCL,
a Delaware  corporation  may purchase  and  maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity,  or arising out of such person's  status as
such.

         The Company's Certificate of Incorporation provides that no director of
the Company shall be personally  liable to the Company or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision  may not  eliminate or limit the  liability of a director for: (i) any
breach of the  director's  duty of loyalty to the  Company or its  stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law; (iii) any payment of a dividend or approval of a
stock  purchase or other  transaction  that is illegal  under Section 174 of the
DGCL;  or (iv) any  transaction  from which the  director  derived any  improper
personal  benefits.  A principal  effect of this provision of the Certificate of
Incorporation is to limit or eliminate the potential  liability of the Company's
directors  for monetary  damages  arising from any breach of their duty of care,
unless the breach involves one of the four  exceptions  described in clauses (i)
through (iv) of the immediately preceding sentence.

         The Company's Certificate of Incorporation and By-laws provide that the
Company shall  indemnify to the extent not  prohibited by law, any person who is
or was made,  or threatened  to be made, a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  including, without limitation, an action by, or in the right of,
the Company to procure a judgment in its favor,  by reason of the fact that such
person, or a person of whom such person is the legal representative, is or was a
director or officer of the Company, or, at the request of the Company, is or was
serving as a director or officer of any other  corporation or in a capacity with
comparable  authority or  responsibilities  for any partnership,  joint venture,
trust,  employee benefit plan or other  enterprise,  against  judgments,  fines,
penalties,  excise  taxes,  amounts paid in  settlement  and costs,  charges and
expenses  (including  attorneys'  fees,  disbursements  and other charges).  The
Company  shall,  from time to time,  reimburse  or  advance to any  director  or
officer  or other  person  entitled  to  indemnification  thereunder  the  funds
necessary for payment of expenses,  including  attorneys' fees and disbursements
incurred in connection  with any action,  suit or proceeding,  in advance of the
final disposition of such proceeding,  provided,  however,  that, if required by
the DGCL,  such expenses  incurred by or on behalf of any director or officer or
other  person may be paid in advance of the final  disposition  of a  proceeding
only upon  receipt  by the  Company of an  undertaking,  by or on behalf of such
director or officer or other person  indemnified  thereunder,  to repay any such
amount so  advanced  if it shall  ultimately  be  determined  by final  judicial
decision  from which  there is no further  right of appeal  that such  director,
officer or other person is not entitled to be indemnified for such expenses. The
Company may purchase  and  maintain  insurance on behalf of any person who is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another entity,  against any liability asserted against such person and incurred
by such person in any such capacity,  or arising out of such person's  status as
such,  whether or not the Company would have the power to indemnify  such person
against such  liability  under the  provisions  of the  Company's  By-laws,  the
Company's  Certificate of  Incorporation or under Section 145 of the DGCL or any
other provision of law.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.



                                      II-3
<PAGE>

ITEM 8.     EXHIBITS.

Exhibit No.      Description of Exhibit

         4.1     2000 Equity Incentive Plan
         4.2     2000 Director Option Plan*
         4.3     2001 Stock Option Plan**
         5.1     Opinion  of  Jenkens &  Gilchrist  Parker  Chapin LLP as to the
                 legality of the Common Stock registered hereby
         23.1    Consent of Jenkens & Gilchrist  Parker Chapin LLP (contained in
                 the opinion filed as Exhibit 5.1)
         23.2    Consent of Ernst & Young LLP
         24.1    Power of Attorney (included on Page II-7 hereto)

*        Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the fiscal year ended  February  3, 2001,  as filed with the SEC on
         May 3, 2001.
**       Incorporated  by reference to the Company's Proxy Statement on Schedule
         14A, as filed with the SEC on August 24, 2001.


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;

               (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; and

               (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 (i) and (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 with or furnished to the SEC
by the  registrant  pursuant to Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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



                                      II-4
<PAGE>

         (B) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  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 under the Securities 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 SEC,  such  indemnification  is
against  public  policy as expressed in the  Securities  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  Securities  Act and will be  governed by the final
adjudication of such issue.



                                      II-5
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 4 day of April,
2002.

                                           LOEHMANN'S HOLDINGS, INC.

                                           By: /s/ Robert Glass
                                               -----------------------------
                                               Robert Glass
                                               Chief Operating Officer
                                               and Chief Financial Officer


                                      II-6
<PAGE>

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  each of Robert N. Friedman and Robert
Glass as his true and lawful attorney-in-fact and agent, each with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the SEC, granting unto said attorneys-in-fact and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>

<S>                               <C>                                                   <C>
Signature                                   Title                                            Date


/s/ Robert N. Friedman
----------------------                                                                  April 4, 2002
Robert N. Friedman                Chief Executive Officer and Director
                                  (Principal Executive Officer)

/s/ Robert Glass
----------------------                                                                  April 4, 2002
Robert Glass                      Chief Operating Officer, Chief Financial Officer
                                  and Director
                                  (Principal Financial and Accounting Officer)

/s/ Joseph Nusim
----------------------                                                                  April 4, 2002
Joseph Nusim                      Co-Chairman and Director


/s/ William J. Fox
----------------------                                                                  April 4, 2002
William J. Fox                    Co-Chairman and Director


/s/ Carol Gigli-Greer
----------------------                                                                  April 4, 2002
Carol Gigli-Greer                 Director


/s/ Cory Lipoff
----------------------                                                                  April 4, 2002
Cory Lipoff                       Director


/s/ Erwin A. Marks
----------------------                                                                  April 4, 2002
Erwin A. Marks                    Director

</TABLE>


                                      II-7
<PAGE>

Exhibit No.      Description of Exhibit

         4.1     2000 Equity Incentive Plan
         4.2     2000 Director Option Plan*
         4.3     2001 Stock Option Plan**
         5.1     Opinion  of  Jenkens &  Gilchrist  Parker  Chapin LLP as to the
                 legality of the Common Stock registered hereby
         23.1    Consent of Jenkens & Gilchrist  Parker Chapin LLP (contained in
                 the opinion filed as Exhibit 5.1)
         23.2    Consent of Ernst & Young LLP
         24.1    Power of Attorney (included on Page II-7 hereto)

*        Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the fiscal year ended  February  3, 2001,  as filed with the SEC on
         May 3, 2001.
**       Incorporated  by reference to the Company's Proxy Statement on Schedule
         14A, as filed with the SEC on August 24, 2001.
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{"company-data": {"conformed-name": "LOEHMANNS HOLDINGS INC", "cik": "0000843081", "assigned-sic": "5621", "irs-number": "133492628", "state-of-incorporation": "MD", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85664", "film-number": "02603312"}, "business-address": {"street1": "2500 HALSEY ST", "city": "BRONX", "state": "NY", "zip": "10461", "phone": "7184092000"}, "mail-address": {"street1": "2500 HALSEY ST", "city": "BRONX", "state": "NY", "zip": "10461"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2002
                                                     REGISTRATION NO. __________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            LOEHMANN'S HOLDINGS, INC.

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        13-4129380
-------------------------------                 --------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                               2500 Halsey Street
                              Bronx, New York 10461

                                 (718) 409-2000
    ------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                           2000 EQUITY INCENTIVE PLAN
                            2000 DIRECTOR OPTION PLAN
                             2001 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                  Robert Glass
         Chief Operating Officer, Chief Financial Officer and Secretary
                            Loehmann's Holdings, Inc.
                               2500 Halsey Street
                              Bronx, New York 10461
                                 (718) 409-2000

--------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                            Herbert L. Rosedale, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF SECURITIES                AMOUNT TO BE          PROPOSED MAXIMUM          PROPROPOSED MAXIMUM            AMOUNT OF
TO BE REGISTERED                   REGISTERED(1)     OFFERING PRICE PER SHARE     AGGREGATE OFFERING PRICE     REGISTRATION FEE
Common Stock, $.01 par value            65,250            $12.725(2)                     $830,306.25               $76.39
Common Stock, $.01 par value           197,250             $5.800(3)                   $1,144,050.00              $105.25
Common Stock, $.01 par value            75,000             $5.000(3)                     $375,000.00               $34.50
Common Stock, $.01 par value            25,000             $5.800(3)                     $145,000.00               $13.34
Common Stock, $.01 par value           100,000            $12.725(2)                   $1,272,500.00              $117.07
Common Stock, $.01 par value           200,000            $12.25(3)                    $2,450,000.00              $225.40
====================================================================================================================================
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
additional  securities  resulting from anti-dilution  adjustments under the 2000
Equity Incentive Plan, 2000 Director Option Plan and 2001 Stock Option Plan.
(2) The price per share is estimated  solely for the purpose of calculating  the
registration  fee  pursuant  to Rule  457(c),  based on the  average  of the bid
($12.50)  and ask  ($12.95)  prices for the Common  Stock as reported on the OTC
Bulletin Board on April 2, 2002.
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h),  based on the exercise  price of presently  outstanding
options.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Loehmann's Holdings,
Inc. (the "Company") with the Securities and Exchange Commission (the "SEC"), as
noted below, are incorporated by reference into this Registration Statement:

         (1)   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended February 3, 2001, as filed with the SEC on May 3, 2001;

         (2)   The Company's Amended Annual Report on Form 10-K/A for the fiscal
               year ended  February  3,  2001,  as filed with the SEC on June 4,
               2001;

         (3)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter  ended  May 5,  2001,  as filed  with the SEC on June 19,
               2001;

         (4)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter  ended August 4, 2001, as filed with the SEC on September
               17, 2001;

         (5)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended November 3, 2001, as filed with the SEC on December
               12, 2001;

         (6)   All  documents  subsequently  filed by the  Company  with the SEC
               pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange  Act"),  prior to
               the filing of a  post-effective  amendment,  which indicates that
               all securities  offered have been sold or which  de-registers all
               securities  then  remaining   unsold,   shall  be  deemed  to  be
               incorporated by reference herein and to be a part hereof from the
               date of filing such  documents.  Any  statement  contained in any
               document  incorporated  or deemed to be incorporated by reference
               herein shall be deemed to be modified or superseded  for purposes
               of this  Registration  Statement  to the extent  that a statement
               contained herein modifies or supersedes such statement.  Any such
               statement  so  modified  or  superseded  shall  not be  deemed to
               constitute a part of this  Registration  Statement,  except as so
               modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  authorized  capital  stock of the Company  consists  of  5,500,000
shares,  par value  $.01 per share,  of Common  Stock,  3,333,333  of which were
outstanding  as  of  March  7,  2002,  held  of  record  by  approximately   695
stockholders.  No preferred stock is authorized.  All shares of our common stock
now outstanding are fully paid and non-assessable.  Reference is made to the our
Certificate of Incorporation,  By-laws and the applicable  statutes of the State
of Delaware for a more complete description of the rights and liabilities of the
holders of our common stock.

         The  following  summary of certain  rights of the common stock does not
purport to be complete and is subject to, and  qualified in its entirety by, the
provisions  of our  Certificate  of  Incorporation  and By-laws,  as well as the
provisions of applicable law.

                                      II-1
The holders of our common  stock are  entitled to one vote per share on
all matters to be voted on by stockholders generally,  including the election of
directors,  are entitled to dividends and other distributions as may be declared
from time to time by the board of directors out of any funds  legally  available
for that purpose and will,  upon the  liquidation,  dissolution or winding up of
the Company,  share ratably in the  distribution of all of the Company's  assets
remaining  available  for  distribution  after  satisfaction  of all of the  our
liabilities.  The holders of the Company's  Common Stock do not have  cumulative
voting  rights,  preemptive,   subscription  or  conversion  rights,  or  rights
applicable to redemption or sinking fund provisions.

ANTI-TAKEOVER EFFECTS OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS

         The  following  provisions  in our  Certificate  of  Incorporation  and
By-laws may be deemed to have an  anti-takeover  effect and may delay,  defer or
prevent a tender offer or takeover attempt that a stockholder  might consider in
its best interest.

         Authorized But Unissued  Shares.  The authorized but unissued shares of
common stock are available for future  issuance  without  stockholder  approval.
These  additional  shares may be utilized  for a variety of  corporate  purposes
including  future  public  offerings  to  raise  additional  capital,  corporate
acquisitions and employee benefit plans.

         Special  Meetings of  Stockholders.  According  to the  Certificate  of
Incorporation  and By-laws of the Company,  special meetings of stockholders may
only be called by the Chairman,  the Chief  Executive  Officer,  or the Board of
Directors of the Company.  These provisions prevent a group of stockholders from
calling a special meeting of stockholders  without the Board of Directors of the
Company or persons holding the positions specified above.

         Stockholder  Action Without a Meeting.  According to the Certificate of
Incorporation  and  By-laws of the  Company,  stockholders  may not take  action
outside of an annual or special meeting.  Therefore, unless an annual or special
meeting took place, the stockholders of the Company would not be able to approve
a corporate action by written consent.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the Company, may indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other than a derivative  action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against 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 if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall

                                      II-2
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court  determines  such  person is fairly and  reasonably  entitled  to
indemnity for such expenses. Additionally,  pursuant to Section 145 of the DGCL,
a Delaware  corporation  may purchase  and  maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity,  or arising out of such person's  status as
such.

         The Company's Certificate of Incorporation provides that no director of
the Company shall be personally  liable to the Company or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision  may not  eliminate or limit the  liability of a director for: (i) any
breach of the  director's  duty of loyalty to the  Company or its  stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law; (iii) any payment of a dividend or approval of a
stock  purchase or other  transaction  that is illegal  under Section 174 of the
DGCL;  or (iv) any  transaction  from which the  director  derived any  improper
personal  benefits.  A principal  effect of this provision of the Certificate of
Incorporation is to limit or eliminate the potential  liability of the Company's
directors  for monetary  damages  arising from any breach of their duty of care,
unless the breach involves one of the four  exceptions  described in clauses (i)
through (iv) of the immediately preceding sentence.

         The Company's Certificate of Incorporation and By-laws provide that the
Company shall  indemnify to the extent not  prohibited by law, any person who is
or was made,  or threatened  to be made, a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  including, without limitation, an action by, or in the right of,
the Company to procure a judgment in its favor,  by reason of the fact that such
person, or a person of whom such person is the legal representative, is or was a
director or officer of the Company, or, at the request of the Company, is or was
serving as a director or officer of any other  corporation or in a capacity with
comparable  authority or  responsibilities  for any partnership,  joint venture,
trust,  employee benefit plan or other  enterprise,  against  judgments,  fines,
penalties,  excise  taxes,  amounts paid in  settlement  and costs,  charges and
expenses  (including  attorneys'  fees,  disbursements  and other charges).  The
Company  shall,  from time to time,  reimburse  or  advance to any  director  or
officer  or other  person  entitled  to  indemnification  thereunder  the  funds
necessary for payment of expenses,  including  attorneys' fees and disbursements
incurred in connection  with any action,  suit or proceeding,  in advance of the
final disposition of such proceeding,  provided,  however,  that, if required by
the DGCL,  such expenses  incurred by or on behalf of any director or officer or
other  person may be paid in advance of the final  disposition  of a  proceeding
only upon  receipt  by the  Company of an  undertaking,  by or on behalf of such
director or officer or other person  indemnified  thereunder,  to repay any such
amount so  advanced  if it shall  ultimately  be  determined  by final  judicial
decision  from which  there is no further  right of appeal  that such  director,
officer or other person is not entitled to be indemnified for such expenses. The
Company may purchase  and  maintain  insurance on behalf of any person who is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another entity,  against any liability asserted against such person and incurred
by such person in any such capacity,  or arising out of such person's  status as
such,  whether or not the Company would have the power to indemnify  such person
against such  liability  under the  provisions  of the  Company's  By-laws,  the
Company's  Certificate of  Incorporation or under Section 145 of the DGCL or any
other provision of law.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-3
ITEM 8.     EXHIBITS.

Exhibit No.      Description of Exhibit

         4.1     2000 Equity Incentive Plan
         4.2     2000 Director Option Plan*
         4.3     2001 Stock Option Plan**
         5.1     Opinion  of  Jenkens &  Gilchrist  Parker  Chapin LLP as to the
                 legality of the Common Stock registered hereby
         23.1    Consent of Jenkens & Gilchrist  Parker Chapin LLP (contained in
                 the opinion filed as Exhibit 5.1)
         23.2    Consent of Ernst & Young LLP
         24.1    Power of Attorney (included on Page II-7 hereto)

*        Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the fiscal year ended  February  3, 2001,  as filed with the SEC on
         May 3, 2001.
**       Incorporated  by reference to the Company's Proxy Statement on Schedule
         14A, as filed with the SEC on August 24, 2001.

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;

               (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; and

               (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 (i) and (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 with or furnished to the SEC
by the  registrant  pursuant to Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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

                                      II-4
(B) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  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 under the Securities 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 SEC,  such  indemnification  is
against  public  policy as expressed in the  Securities  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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 4 day of April,
2002.

                                           LOEHMANN'S HOLDINGS, INC.

                                           By: /s/ Robert Glass
                                               -----------------------------
                                               Robert Glass
                                               Chief Operating Officer
                                               and Chief Financial Officer

                                      II-6
KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  each of Robert N. Friedman and Robert
Glass as his true and lawful attorney-in-fact and agent, each with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the SEC, granting unto said attorneys-in-fact and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                   Title                                            Date

/s/ Robert N. Friedman
----------------------                                                                  April 4, 2002
Robert N. Friedman                Chief Executive Officer and Director
                                  (Principal Executive Officer)

/s/ Robert Glass
----------------------                                                                  April 4, 2002
Robert Glass                      Chief Operating Officer, Chief Financial Officer
                                  and Director
                                  (Principal Financial and Accounting Officer)

/s/ Joseph Nusim
----------------------                                                                  April 4, 2002
Joseph Nusim                      Co-Chairman and Director

/s/ William J. Fox
----------------------                                                                  April 4, 2002
William J. Fox                    Co-Chairman and Director

/s/ Carol Gigli-Greer
----------------------                                                                  April 4, 2002
Carol Gigli-Greer                 Director

/s/ Cory Lipoff
----------------------                                                                  April 4, 2002
Cory Lipoff                       Director

/s/ Erwin A. Marks
----------------------                                                                  April 4, 2002
Erwin A. Marks                    Director
II-7
Exhibit No.      Description of Exhibit

         4.1     2000 Equity Incentive Plan
         4.2     2000 Director Option Plan*
         4.3     2001 Stock Option Plan**
         5.1     Opinion  of  Jenkens &  Gilchrist  Parker  Chapin LLP as to the
                 legality of the Common Stock registered hereby
         23.1    Consent of Jenkens & Gilchrist  Parker Chapin LLP (contained in
                 the opinion filed as Exhibit 5.1)
         23.2    Consent of Ernst & Young LLP
         24.1    Power of Attorney (included on Page II-7 hereto)

*        Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the fiscal year ended  February  3, 2001,  as filed with the SEC on
         May 3, 2001.
**       Incorporated  by reference to the Company's Proxy Statement on Schedule
         14A, as filed with the SEC on August 24, 2001.