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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Nemerov Jackwyn
(Last) (First) (Middle)
650 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POLO RALPH LAUREN CORP [ RL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 10/01/2004 A 75,000 A $0(1) 75,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options issued (1997 Long-Term Stock Incentive Plan) $36.96 10/01/2004 A 200,000 10/01/2005(2) 10/01/2014 Class A Common Stock 200,000 $0 200,000 D
Explanation of Responses:
1. Award of restricted stock vests annually in five equal installments beginning October 1, 2005.
2. Options vest and become exercisable annually in three equal installments beginning October 1, 2005.
/s/ Edward W. Scheuermann, Attorney-in-Fact for Jackwyn Nemerov 10/04/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    EXHIBIT 24.1
                                                                    ------------



                                POWER OF ATTORNEY
                                -----------------


KNOW EVERYONE BY THESE PRESENTS, that I, Jackwyn Nemerov, hereby make,
constitute and appoint Mr. Edward W. Scheuermann, with full power of
substitution, my true and lawful agent and attorney-in-fact and confer upon
such agent and attorney-in-fact the power and authority, in my name, place and
stead, in any way which I could do if personally present:

(1)      to execute for and on my behalf, in my capacity as an officer,
         director, and/or stockholder of Polo Ralph Lauren Corporation (the
         "Company"), any and all forms and filings required pursuant to Section
         16(a) of the Securities Exchange Act of 1934, as amended, and the rules
         thereunder, including, without limitation, Forms 3, 4 and 5;

(2)      to do and perform any and all acts for and on my behalf (in any of the
         capacities described in paragraph (1) above)) which may be necessary or
         desirable to complete and execute any such forms or filings and timely
         file such forms or filings with the United States Securities and
         Exchange Commission and any stock exchange or similar authority; and

(3)      to execute and deliver on my behalf (in any of the capacities described
         in paragraph (1) above) any other forms, filings, consents,
         authorizations, certificates, instruments or other documents necessary
         or desirable to authorize, approve, effect, facilitate or consummate
         any of the transactions described above.


IN WITNESS WHEREOF, I have hereunto set my hand on this 12th day of September,
2004.


                                                      /s/ Jackwyn Nemerov
                                                      -----------------------
                                                      Jackwyn Nemerov