<PAGE>

    As filed with the Securities and Exchange Commission on March 14, 2001
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             _____________________

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

                             _____________________

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


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


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

                             _____________________

      Samsonite Corporation FY 1999 Stock Option and Incentive Award Plan
                           (Full title of the Plan)

                             _____________________

                                  L. C. Ross
                                General Counsel
                             Samsonite Corporation
                            11200 East 45th Avenue
                          Denver, Colorado 80239-3018
                                (303) 373-6625
               (Name, address, including zip code, and telephone
              number, including area code, of agent for service)

                             _____________________



<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                  Proposed Maximum
          Title of Securities                    Amount to be     Offering Price          Proposed Maximum           Amount of
           to be Registered                     Registered (1)     Per Share(2)      Aggregate Offering Price(1)  Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                <C>                          <C>
Common Stock, par value $.01 per share........      144,300            $5.75                  $  829,725                 $207.43
Common Stock, par value $.01 per share........        4,000            $5.38                  $   21,500                 $  5.38
Common Stock, par value $.01 per share........       55,000            $4.75                  $  261,250                 $ 65.31
Common Stock, par value $.01 per share........       10,000            $3.03                  $   30,310                 $  7.58
Common Stock, par value $.01 per share........      536,700            $2.94                  $1,577,898                 $394.47
                                                                                              ----------                 -------
     Total....................................      750,000                                   $2,720,683                 $680.17
                                                                                              ==========                 =======
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes securities that may be issuable by reason of stock splits, stock
     dividends or similar transactions, as provided by Rule 416 of the
     Securities Act of 1933.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act of 1933 as follows: (a) in the case of shares of Common
     Stock which may be purchased upon the exercise of outstanding options, the
     fee is calculated on the basis of the price at which the options may be
     exercised, and (b) in the case of shares of Common Stock for which awards
     have not yet been granted and the option price of which is therefore
     unknown, the fee is calculated on the basis of the average of the high and
     low price per share of Common Stock ($2.94) on the National Market System
     of the National Association of Securities Dealers Automated Quotation
     System ("Nasdaq") as of March 12, 2001.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

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


     .    Annual Report on Form 10-K for the fiscal year ended January 31, 2000;

     .    Definitive Proxy Statement, as filed with the Securities and Exchange
          Commission on May 4, 2000;

     .    Quarterly Report on Form 10-Q for the quarter ended April 30, 2000;

     .    Quarterly Report on Form 10-Q for the quarter ended July 31, 2000;

     .    Quarterly Report on Form 10-Q for the quarter ended October 31, 2000;

     .    Current Report on Form 8-K dated February 23, 2001; and

     .    The description of the Company's common stock, par value $0.01 per
          share (the "Common Stock"), contained in the Company's registration
          statement on Form 8-A filed under the Exchange Act (File No. 0-23214),
          including any subsequent amendment or any report filed for the purpose
          of updating such description.

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

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

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

         Not applicable.

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

     L.C. Ross, General Counsel of Samsonite Corporation, has provided an
opinion regarding the validity of the securities to be issued under this
Registration Statement on Form S-8.  As of March 12, 2001, Mr. Ross beneficially
owns no shares of Samsonite Common Stock.  However, Mr. Ross has options to
purchase 10,000 shares of Samsonite common stock.

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

Certificate of Incorporation and By-Laws

     Samsonite's Amended and Restated Certificate of Incorporation provides that
each person who is or was or had agreed to become a director or officer of
Samsonite, or each such person who is or was serving or who had agreed to serve
at the request of the Board of Directors of Samsonite as an employee or agent of
Samsonite or as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including the heirs,
executors, administrators or estate of such person), will be indemnified by
Samsonite, in accordance with Samsonite's By-Laws, to the full extent permitted

                                      II-1
<PAGE>

from time to time by the Delaware General Corporation Law (the "DGCL"), as the
same exists or may hereafter be amended or any other applicable laws as
presently or hereafter in effect.  Samsonite's Amended and Restated Certificate
of Incorporation also specifically authorizes Samsonite to enter into agreements
with any person which provide for indemnification greater or different from that
provided by Samsonite's Amended and Restated Certificate of Incorporation.

     Samsonite's By-Laws provide that each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she is or was a director,
officer or employee of Samsonite or is or was serving at the request of
Samsonite as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise including service with
respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, will be indemnified and held harmless by Samsonite to the fullest extent
authorized by the DGCL as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
Samsonite to provide broader indemnification rights than said law permitted
Samsonite to provide prior to such amendment), against all expense, liability
and loss (including, without limitation, attorneys' fees, judgments, fines,
ERISA, excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer, employee or agent and will inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as described in the
next paragraph with respect to Proceedings seeking to enforce rights to
indemnification, Samsonite will indemnify any such person seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Board of Directors of Samsonite.

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

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

     Samsonite's By-Laws provide that the right to indemnification conferred
therein will be a contract right and will include the right to be paid by
Samsonite the expenses incurred in defending any such Proceeding in advance of
its final disposition, except that if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a

                                      II-2
<PAGE>

director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a Proceeding, will be made
only upon delivery to Samsonite of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it is ultimately
determined that such director or officer is not entitled to be indemnified under
Samsonite's By-Laws or otherwise.

Indemnification Agreements

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

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

         Not Applicable.

Item 8.  Exhibits
         --------

   Exhibit
   Number      Description of Exhibits
   ------      -----------------------

    4(a)       Amended and Restated Certificate of Incorporation of the Company,
               incorporated herein by reference from the Company's Annual Report
               on Form 10-K for the fiscal year ended January 31, 1996 (File No.
               0-23214).

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

    4(c)       Samsonite Corporation FY 1999 Stock Option and Incentive Award
               Plan, incorporated herein by reference from the Company's 1998
               Proxy Statement on Schedule 14A (File No. 0-23214).

    4(d)       Form of Option Agreement for awards under the Samsonite
               Corporation FY 1999 Stock Option and Incentive Award Plan.

     5         Opinion of L. C. Ross, Samsonite Corporation's General Counsel

   23(a)       Consent of L. C. Ross (included in Exhibit 5).

   23(b)       Consent of KPMG LLP.

    24         Power of Attorney (included in Part II of this Registration
               Statement under the caption "Signatures").

______________

                                      II-3
<PAGE>

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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1993 and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado, on March 12, 2001.


                              SAMSONITE CORPORATION

                              By: /s/ Luc Van Nevel
                                  -------------------------------------------
                                  Luc Van Nevel
                                  Chief Executive Officer, President and
                                  Director


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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing Powers of Attorney have been signed on
March 12, 2001, by the following persons in the capacities indicated.


        Signatures                                Title


  /s/ Luc Van Nevel          Chief Executive Officer, President and Director
---------------------------
Luc Van Nevel

  /s/ Richard H. Wiley       Chief Financial Officer, Treasurer and Secretary
---------------------------
Richard H. Wiley               (Principal Financial and Accounting Officer)

  /s/ Bernard Attal                              Director
---------------------------
Bernard Attal
                                                 Director
___________________________
Leon D. Black

  /s/ Emmanuel Cueff                             Director
---------------------------
Emmanuel Cueff

  /s/ Robert H. Falk                             Director
---------------------------
Robert H. Falk

  /s/ Richard R. Nicolosi                        Director
---------------------------
Richard R. Nicolosi

  /s/ Mark H. Rachesky                           Director
---------------------------
Mark H. Rachesky
                                                 Director
___________________________
Robert L. Rosen

  /s/ Marc J. Rowan                              Director
---------------------------
Marc J. Rowan

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

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "STOCK OPTION AND INCENTIVE AWARD PLAN", "secsgml_size_bytes": 25669}]
{"company-data": {"conformed-name": "SAMSONITE CORP/FL", "cik": "0000914478", "assigned-sic": "3100", "irs-number": "363511556", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57014", "film-number": "1568049"}, "business-address": {"street1": "11200 EAST 45TH AVENUE", "city": "DENVER", "state": "CO", "zip": "53141-1410", "phone": "3033732000"}, "mail-address": {"street1": "11200 EAST 45TH AVENUE", "city": "DENVER", "state": "CO", "zip": "53141-1410"}, "former-company": {"former-conformed-name": "ASTRUM INTERNATIONAL CORP", "date-changed": "19931105"}}
As filed with the Securities and Exchange Commission on March 14, 2001
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             _____________________

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

                             _____________________

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

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

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

                             _____________________

      Samsonite Corporation FY 1999 Stock Option and Incentive Award Plan
                           (Full title of the Plan)

                             _____________________

                                  L. C. Ross
                                General Counsel
                             Samsonite Corporation
                            11200 East 45th Avenue
                          Denver, Colorado 80239-3018
                                (303) 373-6625
               (Name, address, including zip code, and telephone
              number, including area code, of agent for service)

                             _____________________
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                  Proposed Maximum
          Title of Securities                    Amount to be     Offering Price          Proposed Maximum           Amount of
           to be Registered                     Registered (1)     Per Share(2)      Aggregate Offering Price(1)  Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share........      144,300            $5.75                  $  829,725                 $207.43
Common Stock, par value $.01 per share........        4,000            $5.38                  $   21,500                 $  5.38
Common Stock, par value $.01 per share........       55,000            $4.75                  $  261,250                 $ 65.31
Common Stock, par value $.01 per share........       10,000            $3.03                  $   30,310                 $  7.58
Common Stock, par value $.01 per share........      536,700            $2.94                  $1,577,898                 $394.47
                                                                                              ----------                 -------
     Total....................................      750,000                                   $2,720,683                 $680.17
                                                                                              ==========                 =======
-----------------------------------------------------------------------------------------------------------------------------------
(1)  Includes securities that may be issuable by reason of stock splits, stock
     dividends or similar transactions, as provided by Rule 416 of the
     Securities Act of 1933.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act of 1933 as follows: (a) in the case of shares of Common
     Stock which may be purchased upon the exercise of outstanding options, the
     fee is calculated on the basis of the price at which the options may be
     exercised, and (b) in the case of shares of Common Stock for which awards
     have not yet been granted and the option price of which is therefore
     unknown, the fee is calculated on the basis of the average of the high and
     low price per share of Common Stock ($2.94) on the National Market System
     of the National Association of Securities Dealers Automated Quotation
     System ("Nasdaq") as of March 12, 2001.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

     .    Annual Report on Form 10-K for the fiscal year ended January 31, 2000;

     .    Definitive Proxy Statement, as filed with the Securities and Exchange
          Commission on May 4, 2000;

     .    Quarterly Report on Form 10-Q for the quarter ended April 30, 2000;

     .    Quarterly Report on Form 10-Q for the quarter ended July 31, 2000;

     .    Quarterly Report on Form 10-Q for the quarter ended October 31, 2000;

     .    Current Report on Form 8-K dated February 23, 2001; and

     .    The description of the Company's common stock, par value $0.01 per
          share (the "Common Stock"), contained in the Company's registration
          statement on Form 8-A filed under the Exchange Act (File No. 0-23214),
          including any subsequent amendment or any report filed for the purpose
          of updating such description.

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

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

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

         Not applicable.

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

     L.C. Ross, General Counsel of Samsonite Corporation, has provided an
opinion regarding the validity of the securities to be issued under this
Registration Statement on Form S-8.  As of March 12, 2001, Mr. Ross beneficially
owns no shares of Samsonite Common Stock.  However, Mr. Ross has options to
purchase 10,000 shares of Samsonite common stock.

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

Certificate of Incorporation and By-Laws

     Samsonite's Amended and Restated Certificate of Incorporation provides that
each person who is or was or had agreed to become a director or officer of
Samsonite, or each such person who is or was serving or who had agreed to serve
at the request of the Board of Directors of Samsonite as an employee or agent of
Samsonite or as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including the heirs,
executors, administrators or estate of such person), will be indemnified by
Samsonite, in accordance with Samsonite's By-Laws, to the full extent permitted

                                      II-1
from time to time by the Delaware General Corporation Law (the "DGCL"), as the
same exists or may hereafter be amended or any other applicable laws as
presently or hereafter in effect.  Samsonite's Amended and Restated Certificate
of Incorporation also specifically authorizes Samsonite to enter into agreements
with any person which provide for indemnification greater or different from that
provided by Samsonite's Amended and Restated Certificate of Incorporation.

     Samsonite's By-Laws provide that each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she is or was a director,
officer or employee of Samsonite or is or was serving at the request of
Samsonite as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise including service with
respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, will be indemnified and held harmless by Samsonite to the fullest extent
authorized by the DGCL as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
Samsonite to provide broader indemnification rights than said law permitted
Samsonite to provide prior to such amendment), against all expense, liability
and loss (including, without limitation, attorneys' fees, judgments, fines,
ERISA, excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer, employee or agent and will inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as described in the
next paragraph with respect to Proceedings seeking to enforce rights to
indemnification, Samsonite will indemnify any such person seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Board of Directors of Samsonite.

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

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

     Samsonite's By-Laws provide that the right to indemnification conferred
therein will be a contract right and will include the right to be paid by
Samsonite the expenses incurred in defending any such Proceeding in advance of
its final disposition, except that if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a

                                      II-2
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a Proceeding, will be made
only upon delivery to Samsonite of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it is ultimately
determined that such director or officer is not entitled to be indemnified under
Samsonite's By-Laws or otherwise.

Indemnification Agreements

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

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

         Not Applicable.

Item 8.  Exhibits
         --------

   Exhibit
   Number      Description of Exhibits
   ------      -----------------------

    4(a)       Amended and Restated Certificate of Incorporation of the Company,
               incorporated herein by reference from the Company's Annual Report
               on Form 10-K for the fiscal year ended January 31, 1996 (File No.
               0-23214).

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

    4(c)       Samsonite Corporation FY 1999 Stock Option and Incentive Award
               Plan, incorporated herein by reference from the Company's 1998
               Proxy Statement on Schedule 14A (File No. 0-23214).

    4(d)       Form of Option Agreement for awards under the Samsonite
               Corporation FY 1999 Stock Option and Incentive Award Plan.

     5         Opinion of L. C. Ross, Samsonite Corporation's General Counsel

   23(a)       Consent of L. C. Ross (included in Exhibit 5).

   23(b)       Consent of KPMG LLP.

    24         Power of Attorney (included in Part II of this Registration
               Statement under the caption "Signatures").

______________

                                      II-3
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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1993 and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado, on March 12, 2001.

                              SAMSONITE CORPORATION

                              By: /s/ Luc Van Nevel
                                  -------------------------------------------
                                  Luc Van Nevel
                                  Chief Executive Officer, President and
                                  Director

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing Powers of Attorney have been signed on
March 12, 2001, by the following persons in the capacities indicated.

        Signatures                                Title

  /s/ Luc Van Nevel          Chief Executive Officer, President and Director
---------------------------
Luc Van Nevel

  /s/ Richard H. Wiley       Chief Financial Officer, Treasurer and Secretary
---------------------------
Richard H. Wiley               (Principal Financial and Accounting Officer)

  /s/ Bernard Attal                              Director
---------------------------
Bernard Attal
                                                 Director
___________________________
Leon D. Black

  /s/ Emmanuel Cueff                             Director
---------------------------
Emmanuel Cueff

  /s/ Robert H. Falk                             Director
---------------------------
Robert H. Falk

  /s/ Richard R. Nicolosi                        Director
---------------------------
Richard R. Nicolosi

  /s/ Mark H. Rachesky                           Director
---------------------------
Mark H. Rachesky
                                                 Director
___________________________
Robert L. Rosen

  /s/ Marc J. Rowan                              Director
---------------------------
Marc J. Rowan

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

                                      II-5