SEC Filing | Ralph Lauren Corporation

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AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on February 19, 2004.

Registration No. 333-112730

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POLO RALPH LAUREN CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)				13-2622036 (I.R.S. Employer Identification No.)

650 Madison Avenue

New York, NY 10022

(212) 318-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward W. Scheuermann, Esq.

Vice President — Corporate Counsel and Secretary

Polo Ralph Lauren Corporation

650 Madison Avenue

New York, NY 10022

(212) 318-7000

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

Copies to:


Mark S. Bergman, Esq Raphael M. Russo, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000		Valerie Ford Jacob, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 (212) 859-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE





		Proposed	Proposed
Title of Each Class of	Amount to be	Maximum Offering	Maximum Aggregate	Amount of
Securities to be Registered	Registered	Price Per Unit	Offering Price	Registration Fee


Class A common stock, par value $.01 per share	10,570,979 shares(1)	$30.55(2)	$322,943,409(2)	$40,917(3)


(1)	Includes shares that the underwriters have the option to purchase solely to cover over-allotments, if any.

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices reported on the New York Stock Exchange on February 6, 2004.


(3)	Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated February 19, 2004.

9,192,156 Shares

(POLO RALPH LAUREN LOGO)

Class A Common Stock

All of the shares of Class A common stock in this offering are being sold by the selling stockholders identified in this prospectus. The selling stockholders will receive these shares upon conversion of Class C common stock held by them. Following this conversion, we will have two classes of common stock. Holders of our Class A common stock, which is offered by this prospectus, are entitled to one vote per share, and holders of our Class B common stock are entitled to ten votes per share.

We will not receive any of the proceeds from the sale of the shares of Class A common stock being offered by this prospectus.

The Class A common stock is listed on the New York Stock Exchange under the symbol “RL.” The last reported sale price of the Class A common stock on February 18, 2004 was $31.70 per share.

See “Risk Factors” on page 3 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total

Initial price to public	$	$
Underwriting discount	$	$
Proceeds, before expenses, to the selling stockholders	$	$

To the extent that the underwriters sell more than 9,192,156 shares of Class A common stock, the underwriters have the option to purchase up to an additional 1,378,823 shares from the selling stockholders at the initial price to public less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2004.

Goldman, Sachs & Co.


	Credit Suisse First Boston


	JPMorgan


	UBS Investment Bank

Prospectus dated , 2004.

SUMMARY

This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference. This summary does not contain all of the information that you should consider before investing in our Class A common stock. You should read this entire prospectus and the documents incorporated by reference carefully, especially the risks of investing in the Class A common stock discussed under the caption “Risk Factors” included elsewhere in this prospectus.

Unless the context otherwise indicates, references in this prospectus to “Polo,” “we,” “our company,” “us” or “our” refer to Polo Ralph Lauren Corporation and its consolidated subsidiaries.

Due to the collaborative and ongoing nature of our relationships with our licensees, these licensees are referred to in this prospectus as “licensing partners” and the relationships between ourselves and these licensees are referred to as “licensing alliances.” Notwithstanding these references, however, the legal relationship between ourselves and our licensees is not one of partnership, but of licensor and licensee.

Polo Ralph Lauren Corporation

We are a leader in the design, marketing and distribution of premium lifestyle products. For more than 35 years, our reputation and distinctive image have been consistently developed across an expanding number of products, brands and international markets. Our brand names, which include “Polo,” “Polo by Ralph Lauren,” “Ralph Lauren Purple Label,” “Polo Sport,” “Ralph Lauren,” “RALPH,” “Lauren,” “Polo Jeans,” “RL,” “Chaps” and “Club Monaco,” among others, constitute one of the world’s most widely recognized families of consumer brands. We believe that under the direction of Ralph Lauren, the internationally renowned designer, we have influenced the manner in which people dress and live in contemporary society, reflecting an American perspective and lifestyle uniquely associated with Polo and Ralph Lauren.

We combine our consumer insight and design, marketing and imaging skills to offer, along with our licensing partners, broad lifestyle product collections in four categories:


	•	Apparel — Products include extensive collections of men’s, women’s and children’s clothing;

	•	Home — Coordinated products for the home include bedding and bath products, furniture, fabric and wallpaper, paints, broadloom, tabletop and giftware;

	•	Accessories — Accessories encompass a broad range of products such as footwear, eyewear, jewelry and leather goods, including handbags and luggage; and

	•	Fragrance — Fragrance and skin care products are sold under our Glamourous, Romance, Polo, Lauren, Safari and Polo Sport brands, among others.

We employ a flexible integrated business model, which enables our product to reach consumers through a range of distribution channels including better department stores, specialty retail stores, our Ralph Lauren and Club Monaco stores, international licensed stores and our polo.com website. In addition, we work with our licensing partners to further penetrate product categories and geographies. We exercise direct control over the marketing, design, quality and distribution of licensee products.

The Offering


Class A common stock offered by the selling stockholders		9,192,156 shares

Common stock to be outstanding after this offering:

Class A common stock		56,394,273

Class B common stock		43,280,021

Total		99,674,294 __________

Use of proceeds		We will not receive any of the proceeds of this offering.

Risk factors		For a discussion of factors you should consider before buying shares of Class A common stock, see “Risk Factors.”

Voting rights		The holders of Class A common stock generally have rights identical to holders of Class B common stock, except that holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of both classes of common stock generally will vote together as a single class on all matters presented to stockholders for their vote or approval except for the election and the removal of directors and as otherwise required by applicable Delaware law.

NYSE symbol		RL

Unless we specifically state otherwise, the information in this prospectus assumes that the underwriters will not exercise the over-allotment option granted to them by the selling stockholders. In connection with the offering, the selling stockholders will convert all of the Class C common shares held by them into Class A common shares.

The number of shares of Class A common stock to be outstanding immediately after this offering is based upon our shares outstanding as of February 6, 2004, after giving effect to the conversion of all of the Class C common stock held by the selling stockholders, and does not take into account an aggregate of 11,729,834 shares of Class A common stock issuable pursuant to options and restricted stock units outstanding under our 1997 Non-Employee Director Option Plan and our 1997 Long-Term Stock Incentive Plan and an aggregate of 5,092,032 shares of Class A common stock available for future grants under these plans.

Our principal offices are located at 650 Madison Avenue, New York, New York 10022, and our telephone number is (212) 318-7000. We maintain a web site at “http://investor.polo.com.” Information presented on our web site does not constitute part of this prospectus.

RISK FACTORS

Investing in our Class A common stock involves risk. You should carefully consider the following risk factors and all of the other information contained in, or incorporated by reference into, this prospectus before purchasing our Class A common stock. While we believe that these risks are the most important for you to consider, you should read this section in conjunction with our financial statements, the notes to those financial statements and our management’s discussion and analysis of financial condition and results of operations included in our periodic reports and incorporated into this prospectus by reference. Some of the statements below are “forward-looking statements.” See “Forward-Looking Statements.”

Risks Related To Our Business

The loss of the services of Mr. Ralph Lauren or other key personnel could have a material adverse effect on our business.

Mr. Ralph Lauren’s leadership in the design, marketing and operational areas of our business has been a critical element of our success. The loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on our business. Our other executive officers have substantial experience and expertise in our business and have made significant contributions to our growth and success. The unexpected loss of services of one or more of these individuals could also adversely affect us. We are currently not protected by a material amount of key-man or similar life insurance covering Mr. Lauren or any of our other executive officers. We have entered into employment agreements with Mr. Lauren and several other of our executive officers.

A substantial portion of our net sales and gross profit is derived from a small number of large customers.

Several of our department store customers, including some under common ownership, account for significant portions of our wholesale net sales. We believe that a substantial portion of sales of our licensed products by our domestic licensing partners, including sales made by our sales force of Ralph Lauren Home products, are also made to our largest department store customers. Our three significant department store customers accounted for 30.5% and 34.7% of our wholesale net sales during fiscal 2003 and the nine months ended December 27, 2003, respectively. Our ten largest customers accounted for approximately 43.0% and 55.5% of our wholesale net sales during fiscal 2003 and the nine months ended December 27, 2003, respectively.

We do not enter into long-term agreements with any of our customers. Instead, we enter into a number of purchase order commitments with our customers for each of our lines every season. A decision by the controlling owner of a group of stores or any other significant customer, whether motivated by competitive conditions, financial difficulties or otherwise, to decrease the amount of merchandise purchased from us or our licensing partners, or to change their manner of doing business with us or our licensing partners, could have a material adverse effect on our financial condition and results of operations.

Our business could be negatively impacted by the financial instability of our customers.

We sell our merchandise primarily to major department stores across the United States and extend credit based on an evaluation of each customer’s financial condition, usually without requiring collateral. However, the financial difficulties of a customer could cause us to curtail business with that customer. We may also assume more credit risk relating to that customer’s receivables. Three of our customers, Dillard Department Stores, Inc., Federated Department Stores, Inc. and The May Department Stores Company, in the aggregate constituted 30.0% and

29.1% of trade accounts receivable outstanding at March 29, 2003 and December 27, 2003, respectively. Our inability to collect on our trade accounts receivable from any one of these customers could have a material adverse effect on our business or financial condition.

Our business could suffer as a result of a manufacturer’s inability to produce our goods on time and to our specifications.

We do not own or operate any manufacturing facilities and therefore depend upon independent third parties for the manufacture of all of our products. Our products are manufactured to our specifications by both domestic and international manufacturers. During fiscal 2003 and the nine months ended December 27, 2003, approximately 5%, by dollar value, of our men’s and women’s products were manufactured in the United States and approximately 95%, by dollar value, of these products were manufactured in Hong Kong and other foreign countries. The inability of a manufacturer to ship orders of our products in a timely manner or to meet our quality standards could cause us to miss the delivery date requirements of our customers for those items, which could result in cancellation of orders, refusal to accept deliveries or a reduction in purchase prices, any of which could have a material adverse effect on our financial condition and results of operations.

Our business could suffer if we need to replace manufacturers.

We compete with other companies for the production capacity of our manufacturers and import quota capacity. Some of these competitors have greater financial and other resources than we have, and thus may have an advantage in the competition for production and import quota capacity. If we experience a significant increase in demand, or if an existing manufacturer of ours must be replaced, we may have to expand our third-party manufacturing capacity. We cannot assure you that this additional capacity will be available when required on terms that are acceptable to us. We enter into a number of purchase order commitments each season specifying a time for delivery, method of payment, design and quality specifications and other standard industry provisions, but do not have long-term contracts with any manufacturer. None of the manufacturers we use produce our products exclusively.

Our business could suffer if one of our manufacturers fails to use acceptable labor practices.

Two of the manufacturers engaged by us accounted for approximately 16% and 12% of our total production during fiscal 2003 and approximately 18% and 12% of our total production during the nine months ended December 27, 2003. The primary production facilities of these two manufacturers are located in Asia. We require our licensing partners and independent manufacturers to operate in compliance with applicable laws and regulations. While our internal and vendor operating guidelines promote ethical business practices and our staff periodically visits and monitors the operations of our independent manufacturers, we do not control these manufacturers or their labor practices. The violation of labor or other laws by an independent manufacturer of ours, or by one of our licensing partners, or the divergence of an independent manufacturer’s or licensing partner’s labor practices from those generally accepted as ethical in the United States, could interrupt, or otherwise disrupt the shipment of finished products to us or damage our reputation. Any of these, in turn, could have a material adverse effect on our financial condition and results of operations.

Our business is subject to risks associated with importing products.

As of December 27, 2003, we source a significant portion of our products outside the United States through arrangements with 472 foreign manufacturers in 37 different countries. Approximately 95%, by dollar value, of our products were produced in Hong Kong and other

foreign countries in fiscal 2003 and during the nine months ended December 27, 2003. Risks inherent in importing our products include:


	•	quotas imposed by bilateral textile agreements. These agreements limit the amount and type of goods that may be imported annually from these countries. Effective January 1, 2005, the United States, with few exceptions, is obligated to remove quotas applicable to goods from all WTO member countries. However, until January 1, 2005, we could experience potential shortages of goods and increased airfreight costs due to the limited remaining quota supply in calendar 2004, which could have a material adverse effect on our business or results of operations.

	•	changes in social, political and economic conditions or terrorist attacks that could result in the disruption of trade from the countries in which our manufacturers or suppliers are located;

	•	the imposition of additional regulations relating to imports;

	•	the imposition of additional duties, taxes and other charges on imports;

	•	significant fluctuations of the value of the dollar against foreign currencies; and

	•	restrictions on the transfer of funds.

Any one of these factors could have a material adverse effect on our financial condition and results of operations.

We are dependent upon the revenue generated by our licensing alliances.

Approximately 47.9% and 64.5% of our income from operations for fiscal 2003 and the nine months ended December 27, 2003, respectively, was derived from licensing revenue received from our licensing partners. Approximately 43.8% of our licensing revenue for fiscal 2003 was derived from three licensing partners, while approximately 35.1% of our licensing revenue for the nine months ended December 27, 2003 was derived from two licensing partners. Jones Apparel Group, Inc. and WestPoint Stevens, Inc. accounted for 27.2% and 15.9%, respectively, of our licensing revenue during fiscal 2003 and 20.6% and 14.5%, respectively, of our licensing revenue during the nine months ended December 27, 2003. See “— Risks Related to Our Business — An adverse result in the lawsuit that Jones filed against the company could have a material affect on our results of operations and financial condition.” In June 2003, one of our licensing partners, WestPoint and certain of its affiliates filed a voluntary petition for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. WestPoint produces bedding and bath products for our home collection, and, as of December 27, 2003, we had approximately $6.0 million in outstanding pre-petition receivables with WestPoint. Subsequent to December 27, 2003, we received payment of these pre-petition receivables and the United States Bankruptcy Court approved an amended licensing agreement between WestPoint and us. The amended agreement provides for the same royalty rate and minimum royalties that are not materially less than the previous agreement.

We had no other licensing partner which accounted for more than 10.0% of our licensing revenues in fiscal 2003 and in the nine months ended December 27, 2003. The interruption of the business of any one of our material licensing partners due to any of the factors discussed immediately below could also adversely affect our licensing revenues and net income.

We rely on our licensing partners to preserve the value of our licenses.

The risks associated with our own products also apply to our licensed products in addition to any number of possible risks specific to a licensing partner’s business, including, for example, risks associated with a particular licensing partner’s ability to:


	•	obtain capital;

	•	manage its labor relations;

	•	maintain relationships with its suppliers;


	•	manage its credit risk effectively; and

	•	maintain relationships with its customers.

Although some of our license agreements prohibit licensing partners from entering into licensing arrangements with our competitors, generally our licensing partners are not precluded from offering, under other brands, the types of products covered by their license agreements with us. A substantial portion of sales of our products by our domestic licensing partners are also made to our largest customers. While we have significant control over our licensing partners’ products and advertising, we rely on our licensing partners for, among other things, operational and financial control over their businesses.

Failure to maintain licensing partners could harm our business.

Although we believe that in most circumstances we could replace existing licensing partners if necessary, our inability to do so for any period of time could adversely affect our revenues, both directly from reduced licensing revenue received and indirectly from reduced sales of our other products.

Our trademarks and other intellectual property rights may not be adequately protected outside the United States.

We believe that our trademarks and other proprietary rights are important to our success and our competitive position. We devote substantial resources to the establishment and protection of our trademarks on a worldwide basis. In the course of our international expansion, we have, however, experienced conflict with various third parties that have acquired or claimed ownership rights in some trademarks that include Polo and/or a representation of a polo player astride a horse, or otherwise have contested our rights to our trademarks. We have in the past successfully resolved these conflicts through both legal action and negotiated settlements, none of which, we believe, has had a material impact on our financial condition and results of operations. Nevertheless, we cannot assure you that the actions we have taken to establish and protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as a violation of the trademarks and proprietary rights of others. Also, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these types of conflicts to our satisfaction. In addition, the laws of certain foreign countries may not protect proprietary rights to the same extent as do the laws of the United States.

We cannot assure the successful implementation of our growth strategy.

As part of our growth strategy, we seek to extend our brands, expand our geographic coverage, increase direct management of Polo Ralph Lauren brands by opening more of our own stores, strategically acquiring select licensees and enhancing our operations. Implementation of our strategy involves the continued expansion of our business in Europe, Asia and other international areas. We may have difficulty hiring and retaining qualified key employees or otherwise successfully managing such expansion. In addition, Europe, as a whole, lacks the large wholesale distribution channels found in the United States, and we may have difficulty developing successful distribution strategies and alliances in each of the major European countries.

Implementation of our strategy also involves the continued expansion of our network of retail stores, both in the United States and abroad. We may not be able to purchase or lease desirable store locations or renew existing store leases on acceptable terms. Furthermore, we may not be able to successfully integrate the business of any licensee that we acquire into our own business or achieve any expected cost savings or synergies from such integration.

Our business is exposed to domestic and foreign currency fluctuations.

We generally purchase our products in U.S. dollars. However, we source most of our products overseas and, as a result, the cost of these products may be affected by changes in the value of the relevant currencies. Changes in currency exchange rates may also affect the U.S. dollar value of the foreign currency denominated prices at which our international businesses sell products. Furthermore, our international licensing revenue generally is derived from sales in foreign currencies. These foreign currencies include the Japanese Yen and the Euro, and this revenue could be materially affected by currency fluctuations. Approximately 23.0% and 30.8% of our licensing revenue was received from international licensing partners in fiscal 2003 and during the nine months ended December 27, 2003, respectively. Although we hedge some exposures to changes in foreign currency exchange rates arising in the ordinary course of business, we cannot assure you that foreign currency fluctuations will not have a material adverse impact on our financial condition and results of operations.

Our ability to conduct business in international markets may be affected by legal, regulatory, political and economic risks.

Our ability to capitalize on growth in new international markets and to maintain the current level of operations in our existing international markets is subject to risks associated with international operations. These include:


	•	the burdens of complying with a variety of foreign laws and regulations;

	•	unexpected changes in regulatory requirements; and

	•	new tariffs or other barriers to some international markets.

We are also subject to general political and economic risks in connection with our international operations, including:


	•	political instability and terrorist attacks;

	•	changes in diplomatic and trade relationships; and

	•	general economic fluctuations in specific countries or markets.

We cannot predict whether quotas, duties, taxes, or other similar restrictions will be imposed by the United States, the European Union, Japan or other countries upon the import or export of our products in the future, or what effect any of these actions would have on our business, financial condition or results of operations. Changes in regulatory, geopolitical policies and other factors may adversely affect our business in the future or may require us to modify our current business practices.

An adverse result in the lawsuit that Jones filed against the company could have a material adverse effect on our results of operations and financial condition.

As a result of the failure of Jones to meet the minimum sales volumes for the year ended December 31, 2002, under the license agreements for the sale of products under the “Ralph” trademark between us and Jones these license agreements terminated as of December 31, 2003. We had advised Jones that the termination of these licenses would automatically result in the termination of the licenses between us and Jones with respect to the “Lauren” trademark pursuant to the Cross Default and Term Extension Agreement between the Company and Jones dated May 11, 1998. The Lauren license agreements would otherwise have expired on December 31, 2006. Jones has reported that net sales of Lauren and Ralph products for the year ended December 31, 2002 were $548.0 million and $37.0 million, respectively.

On June 3, 2003, Jones filed a lawsuit against us in the Supreme Court of the State of New York alleging, among other things, that we breached our agreements with Jones with respect to the “Lauren” trademark by asserting our rights pursuant to the Cross Default and Term Extension Agreement, and that we induced Ms. Jackwyn Nemerov, the former President of

Jones, to breach the non-compete and confidentiality clauses in Ms. Nemerov’s employment agreement with Jones. Jones stated that it would treat the Lauren license agreements as terminated as of December 31, 2003, and is seeking compensatory damages of $550.0 million, punitive damages and enforcement of the provisions of Ms. Nemerov’s agreement. Also on June 3, 2003, we filed a lawsuit against Jones in the Supreme Court of the State of New York seeking, among other things, an injunction and a declaratory judgment that the Lauren license agreements terminated as of December 31, 2003 pursuant to the terms of the Cross Default and Term Extension Agreement. The two lawsuits have been consolidated. On July 3, 2003, we filed a motion to dismiss Jones’ claims regarding breach of the “Lauren” agreements and a motion to stay the claims regarding Ms. Nemerov pending the arbitration of Jones’ dispute with Ms. Nemerov. On July 23, 2003, Jones filed a motion for summary judgment in our action against Jones, and on August 12, 2003 we filed a cross-motion for summary judgment. Oral argument on the motions was heard on September 30, 2003. If Jones’ lawsuit were to be determined adversely to us, it could have a material adverse effect on our results of operations and financial condition.

The royalties that we received pursuant to the “Lauren” license agreements and “Ralph” license agreements represented revenues of approximately $37.4 million and $5.3 million, respectively, in fiscal 2003 and approximately $23.0 million and $3.9 million, respectively, during the nine months ended December 27, 2003. We no longer receive these royalties as a result of the termination of the Lauren and Ralph license agreements on December 31, 2003. We have begun to produce, market and ship the Lauren line. We expect that the loss of the Lauren and Ralph royalties from Jones and the start up expenses associated with the Lauren line will exceed the anticipated income from our sales of Lauren products in the fourth quarter in fiscal 2004. In total, royalties received from Jones, including royalties from the “Polo Jeans” license agreements, accounted for 27.2% of our licensing revenue for fiscal 2003 and 20.6% of our licensing revenue during the nine months ended December 27, 2003. The “Polo Jeans” license agreement was not covered under the terms of the Cross Default and Term Extension agreement and continues in effect.

Risks Relating To The Industry In Which We Compete

We face intense competition in the worldwide apparel industry.

We face a variety of competitive challenges from other domestic and foreign fashion-oriented apparel and casual apparel producers, some of which may be significantly larger and more diversified and have greater financial and marketing resources than we have. We compete with these companies primarily on the basis of:


	•	anticipating and responding to changing consumer demands in a timely manner;

	•	maintaining favorable brand recognition;

	•	developing innovative, high-quality products in sizes, colors and styles that appeal to consumers;

	•	appropriately pricing products;

	•	providing strong and effective marketing support;

	•	creating an acceptable value proposition for retail customers;

	•	ensuring product availability and optimizing supply chain efficiencies with manufacturers and retailers; and

	•	obtaining sufficient retail floor space and effective presentation of our products at retail.

We also face competition from companies selling apparel and home products through the Internet. Increased competition in the worldwide apparel, accessories and home product industries, including Internet-based competitors, could reduce our sales, prices and margins and adversely affect our results of operations.

The success of our business depends on our ability to respond to constantly changing fashion trends and consumer demands.

Our success depends in large part on our ability to originate and define fashion product and home product trends, as well as to anticipate, gauge and react to changing consumer demands in a timely manner. Our products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change. We cannot assure you that we will be able to continue to develop appealing styles or successfully meet constantly changing consumer demands in the future. In addition, we cannot assure you that any new products or brands that we introduce will be successfully received by consumers. Any failure on our part to anticipate, identify and respond effectively to changing consumer demands and fashion trends could adversely affect retail and consumer acceptance of our products and leave us with a substantial amount of unsold inventory or missed opportunities. If that occurs, we may be forced to rely on markdowns or promotional sales to dispose of excess, slow-moving inventory, which may harm our business. At the same time, our focus on tight management of inventory may result, from time to time, in our not having an adequate supply of products to meet consumer demand and cause us to lose sales.

A downturn in the economy may affect consumer purchases of discretionary items and luxury retail products, which could adversely affect our sales.

The industries in which we operate are cyclical. Many factors affect the level of consumer spending in the apparel, cosmetic, fragrance and home products industries, including, among others:


	•	general business conditions;

	•	interest rates;

	•	the availability of consumer credit;

	•	taxation; and

	•	consumer confidence in future economic conditions.

Consumer purchases of discretionary items and luxury retail products, including our products, may decline during recessionary periods and also may decline at other times when disposable income is lower. A downturn in the economies in which we, or our licensing partners, sell our products, whether in the United States or abroad, may adversely affect our sales. The current economic conditions have and may continue to adversely affect consumer spending and sales of our products.

Our business could suffer as a result of consolidations, restructurings and other ownership changes in the retail industry.

In recent years, the retail industry has experienced consolidation and other ownership changes. Some of our customers have operated under the protection of the federal bankruptcy laws. In the future, retailers in the United States and in foreign markets may undergo changes that could decrease the number of stores that carry our products or increase the ownership concentration within the retail industry, including:


	•	consolidating their operations;

	•	undergoing restructurings;


	•	undergoing reorganizations; or

	•	realigning their affiliations.

While to date these changes in the retail industry have not had a material adverse effect on our business or financial condition, our business could be materially affected by these changes in the future. See “— Risks Related to Our Business — We are dependent upon the revenue generated by our licensing alliances.”

Risks Related To Our Class A Common Stock And This Offering

Shares eligible for future sale may have a potential adverse effect on our stock price.

Upon completion of this offering, 43,280,021 shares of Class B common stock will be beneficially owned by Ralph Lauren and his family. These shares are convertible at any time into shares of Class A common stock. To the extent a stockholder is and remains one of our affiliates, any shares of Class A common stock, including any shares issued upon conversion of the Class B common stock, will be available for public sale only if the shares are registered under the Securities Act or sold in compliance with the limitations of Rule 144 under the Securities Act. In addition, the holders of our Class B common stock are entitled to registration rights with respect to the shares of Class A common stock issuable upon conversion of their shares of Class B common stock and, if the selling stockholders hold Class A common stock following the offering, they will be entitled, in certain circumstances, to registration rights with respect to their Class A common stock.

We, our executive officers, directors, members of the Lauren family and the selling stockholders have agreed with the underwriters not to directly or indirectly offer, sell, contract to sell, distribute, dispose of or hedge any shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock (other than, in the case of the selling stockholders, as part of this offering, and, in our case, for limited acquisitions provided that the recipients of the shares agree to the selling restrictions described in this paragraph and for existing stock plans, and, in the case of some of our directors and executive officers, other limited exceptions) for a period of 90 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. See “Underwriting.”

We are not able to predict the effect, if any, that sales of shares or the availability of shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of the Class A common stock in the public market, or the perception that these sales may occur, may adversely affect prevailing market prices.

Control by members of the Lauren family and the anti-takeover effect of multiple classes of stock could discourage attempts to acquire us.

Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share. Members of the Lauren family beneficially own all 43,280,021 shares of our outstanding Class B common stock, representing approximately 88.6% of the voting power of our common stock and the right to elect a substantial majority of our directors. Accordingly, members of the Lauren family will, until they in the aggregate sell substantially all of their Class B common stock, be able to elect a majority of our directors and, if they vote in the same manner, determine the disposition of practically all matters submitted to a vote of our stockholders, including mergers, going private transactions and other extraordinary corporate transactions and their terms. Members of the Lauren family will, until they sell substantially all of their Class B common stock, have the ability, by virtue of their stock ownership, to prevent or cause a change in control of us. In addition, various provisions of our amended and restated certificate of incorporation and material agreements may be deemed to have the effect of discouraging a third party from pursuing a non-negotiated takeover of us and preventing changes in control of us. Furthermore, our 1997 Long-Term Stock Incentive Plan provides for accelerated vesting of stock options upon a “change in control” of us.

FORWARD-LOOKING STATEMENTS

Various statements in, or incorporated by reference into, this prospectus, in future filings by us with the SEC, in our press releases and in oral statements made by or with the approval of authorized personnel constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “project,” “we believe,” “is or remains optimistic,” “currently envisions” and similar words or phrases and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could affect our financial performance or cause actual results to differ from our estimates in, or underlying, these forward-looking statements are set forth in this prospectus under the heading “Risk Factors.” Forward-looking statements include statements regarding, among other items:


	•	our anticipated growth strategies, including the start-up of the Lauren line;

	•	our intention to introduce new products and enter into new licensing alliances;

	•	our plans to open new retail stores;

	•	anticipated effective tax rates in future years;

	•	future expenditures for capital projects;

	•	our ability to continue to maintain our brand image and reputation;

	•	our ability to continue to initiate cost cutting efforts and improve profitability;

	•	our plans to expand internationally; and

	•	our efforts to improve the efficiency of our inventory management and distribution systems.

These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, many of which are beyond our control. Actual results could differ materially from these forward-looking statements as a result of the facts described under the caption “Risk Factors” included elsewhere in this prospectus, including, among others, changes in the competitive marketplace, including the introduction of new products or pricing changes by our competitors, changes in the economy and other events leading to a reduction in discretionary consumer spending as well as the other risk factors set forth in our public filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In light of these risks and uncertainties, we cannot assure you that the forward-looking information contained, or incorporated by reference, in this prospectus will in fact transpire.

USE OF PROCEEDS

We will not receive any of the proceeds of shares of Class A common stock sold by the selling stockholders.

SELLING STOCKHOLDERS

GS Capital Partners, L.P., Stone Street Fund 1994, L.P. and Bridge Street Fund 1994, L.P. are the selling stockholders in this offering. Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. may be deemed to own beneficially and indirectly the 10,570,979 shares of Class A common stock beneficially owned by GS Capital Partners, Stone Street Fund and Bridge Street Fund because affiliates of Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. are the general partner or the managing general partner of GS Capital Partners, Stone Street Fund and Bridge Street Fund.

We are party to a registration rights agreement with the selling stockholders, and are filing this registration statement in response to a demand registration request under that agreement made by the selling stockholders.

The following table sets forth certain information as of February 6, 2004 as to the number of shares of common stock beneficially owned as determined in accordance with SEC rules, and the percentage of outstanding shares beneficially owned by the selling stockholders.

Shares of Class A

Common Stock

Beneficially Owned

Prior to the Offering(1)

After the Offering(1)

Number

Percentage

of Shares

Number of

Percentage

Selling Stockholders

of Shares

of Class

Being Offered

Shares

of Class

The Goldman Sachs Group, Inc.(2)

10,570,979

18.7

9,192,156

1,378,823

2.4


(1)	The percentage of shares owned prior to and after the offering is based on 56,394,273 shares of Class A outstanding as of February 6, 2004, after giving effect to the conversion of all of the Class C common stock held by the selling stockholders.

(2)	According to a Schedule 13D/A dated February 6, 2004: (i) GS Capital Partners, L.P. may be deemed to own beneficially and directly, and its general partner, GS Advisors, L.L.C. may be deemed to own beneficially and indirectly, 9,983,708 shares of Class A common stock; (ii) Stone Street Fund 1994, L.P. may be deemed to own beneficially and directly 286,878 shares of Class A common stock; (iii) Bridge Street Fund 1994, L.P. may be deemed to own beneficially and directly 300,393 shares of Class A common stock; (iv) Stone Street 1994, L.L.C., as the general partner of Stone Street Fund and managing general partner of Bridge Street Fund, may be deemed to own beneficially and indirectly 587,271 shares of Class A common stock beneficially owned by Stone Street Fund and Bridge Street Fund; and (v) Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. may be deemed to own beneficially and indirectly the 10,570,979 shares of Class A common stock beneficially owned by GS Capital Partners, Stone Street Fund and Bridge Street Fund because affiliates of Goldman, Sachs & Co. and The Goldman Sachs Group are the general partner or managing general partner of GS Capital Partners, Stone Street Fund and Bridge Street Fund, and Goldman, Sachs & Co. is the investment manager of each of the limited partnerships. Excludes 2,291 shares of Class A common stock which may be deemed to be beneficially owned by Goldman, Sachs & Co. and its affiliates that were acquired in the ordinary course of broker-dealer transactions. Each of The Goldman Sachs Group and Goldman, Sachs & Co. disclaims beneficial ownership of the shares beneficially owned by the limited partnerships to the extent of partnership interests in the limited partnerships held by persons other than Goldman, Sachs & Co., The Goldman Sachs Group or their affiliates.

Each of the limited partnerships shares voting and dispositive power with respect to its shares with certain of its respective affiliates. Mr. Richard Friedman, who is a Managing Director of Goldman, Sachs & Co. and one of our directors, may be deemed to own beneficially and indirectly the shares owned beneficially by Goldman, Sachs & Co. and The Goldman Sachs Group Mr. Friedman disclaims beneficial ownership of those shares, except to the extent of his pecuniary interest in those shares, if any. The address of each above person is 85 Broad Street, New York, NY 10004.

UNDERWRITING

We, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and UBS Securities LLC are the representatives of the underwriters.


Underwriters		Number of Shares

Goldman, Sachs & Co.
Credit Suisse First Boston LLC
J.P. Morgan Securities Inc.
UBS Securities LLC

	Total		9,192,156

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional 1,378,823 shares from the selling stockholders to cover such sales. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase 1,378,823 additional shares.

Paid by the Selling Stockholders


	No Exercise	Full Exercise

Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may he sold at a discount of up to $ per share from the initial price to public. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $ per share from the initial price to public. If all the shares are not sold at the initial price to public, the representative may change the offering price and the other selling terms.

The shares of Class A common stock are listed on the New York Stock Exchange under the symbol ‘RL.”

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from the selling stockholders in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

Each underwriter has represented, warranted and agreed that: (i) it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Act 2000, or the FSMA, received by it in connection with the issue or sale of any shares in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold, transferred or delivered, as part of their initial distribution or at any time thereafter, directly or indirectly, to any individual or legal entity in the Netherlands other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade, which includes banks, securities intermediaries, insurance companies, pension funds, other institutional investors and commercial enterprises which, as an ancillary activity, regularly trade or invest in securities.

The shares may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document

relating to the shares may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to ‘professional investors‘ within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the shares to the public in Singapore.

Each underwriter has acknowledged and agreed that the securities have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and (ii) in compliance with any other applicable requirements of Japanese law.

The selling stockholders are affiliates of Goldman, Sachs & Co. The selling stockholders purchased in the ordinary course of business, and at the time of the purchase of the securities to be resold, the selling stockholders had no agreements or understandings, directly or indirectly, with any person to distribute the securities other than a registration rights agreement among Polo, the selling stockholders and other stockholders.

Goldman, Sachs & Co. and its affiliates and associated persons are the beneficial owners of more than 10% of the Class A common stock being offered. Since more than 10% of the net proceeds of the offering will be received by an NASD member, the offering will be conducted in accordance with NASD Conduct Rule 2710(c)(8).

Goldman, Sachs & Co. and its affiliates and associated persons, as holders of the Class C common stock, have the right to elect one of our directors. Mr. Richard A. Friedman, a Managing Director of Goldman, Sachs & Co., is the current director elected pursuant to that right. Following the offering, no shares of Class C common stock will be outstanding and the director that would have been elected by the Class C common stock will instead be elected by the holders of the Class A common stock, voting as a separate class. Mr. Friedman’s current term as a director will continue until the next stockholders meeting at which elections are held.

Mr. Frank A. Bennack, Jr., a member of the board of directors of J.P. Morgan Chase & Co., is one of our directors. J.P. Morgan Securities Inc. is a subsidiary of J.P. Morgan Chase & Co.

The selling stockholders will bear the expenses for the offering. Underwriting discounts and commissions will also be payable by the selling stockholders. We estimate that the total expenses of the offering will be approximately $0.7 million.

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the company, for which they received or will receive customary fees and expenses.

LEGAL MATTERS

Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York will pass on the validity of the Class A common stock offered by this prospectus. Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, will pass on legal matters related to this offering for the underwriters.

EXPERTS

The financial statements and the related financial statement schedules incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended March 29, 2003 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report dated May 20, 2003 (except as to Note 20 which is June 3, 2003), which contains an unqualified opinion and includes explanatory paragraphs relating to a change in its method of accounting for goodwill and other intangible assets and the elimination of the reporting lag for certain of its subsidiaries, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus incorporates documents by reference that are not presented in or delivered with this prospectus. This is known as “incorporation by reference.” The following documents, which have been filed by us with the SEC (File No. 001-13057), are incorporated by reference into this prospectus:


	•	our Annual Report on Form 10-K for the fiscal year ended March 29, 2003 (filed on June 19, 2003);

	•	our Quarterly Report on Form 10-Q for the quarter ended June 28, 2003 (filed on August 12, 2003);

	•	our Quarterly Report on Form 10-Q for the quarter ended September 27, 2003 (filed on November 12, 2003);

	•	our Quarterly Report on Form 10-Q for the quarter ended December 27, 2003 (filed on February 10, 2004);

	•	a current report on Form 8–K, dated June 5, 2003 (filed on June 5, 2003); and

	•	the description of our Class A common stock contained in our Registration Statement on Form 8-A filed on June 5, 1997.

In addition, all documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of the offering of the securities are incorporated by reference into, and are deemed to be a part of, this prospectus from the date of filing of those documents.

You should rely only on the information contained in this document or that information to which we have referred you. We have not authorized anyone to provide you with any additional information.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The documents incorporated by reference into this prospectus are available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference in this prospectus to any person, without charge, upon written or oral request.

Requests for any of these documents should be directed to:

Polo Ralph Lauren Corporation

650 Madison Avenue

New York, New York 10022

Attention: Investor Relations

Telephone: (212) 813-7869

We file reports, proxy statements and other information with the SEC. Copies of these reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these materials can also be obtained from the Public Reference Room of the SEC by mail at prescribed rates. For more information about the public reference facilities of the SEC, you can call the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains the information that we have filed with them. The address of the SEC’s website is http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act covering the sale of the Class A common stock offered in this prospectus. This prospectus is part of that registration statement. This prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement. For further information about our company and the securities offered by this prospectus, you should read the registration statement and the exhibits filed with the registration statement. You may obtain copies of the registration statement and exhibits from the SEC upon payment of a fee prescribed by the SEC or examine the documents, free of charge, at the public reference facilities or Internet website referred to above.

Neither the delivery of this prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this prospectus by reference or in our affairs since the date of this prospectus.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS


	Page

Summary		1
Risk Factors		3
Forward-Looking Statements		11
Use of Proceeds		12
Selling Stockholders		12
Underwriting		14
Legal Matters		17
Experts		17
Where You Can Find More Information		17

9,192,156 Shares

(POLO RALPH LAUREN LOGO)

Common Stock

PROSPECTUS

Goldman, Sachs & Co.

Credit Suisse First Boston

JPMorgan

UBS Investment Bank

PART II

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the offering described in this Registration Statement. The selling stockholders have agreed to pay all of the costs and expenses of this offering.


SEC registration fee	$	40,917
NASD filing fee		30,500
Printing and engraving costs		200,000
Transfer agent fees		3,500
Legal fees and expenses		200,000
Accounting fees and expenses		125,000
Blue Sky fees		20,000
Miscellaneous		55,083

Total	$	675,000

Item 15. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (“Section 145”) permits a Delaware corporation to 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 an 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 corporation, partnership, joint venture, trust, or other 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 an action by or in the right of the corporation, Section 145 permits the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor 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 corporation, partnership, joint venture, trust, or other enterprise 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 he 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. No indemnification may 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 of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in the preceding two paragraphs, Section 145 requires that such person be indemnified against

II-1

expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145 provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145.

Article Six of the Company’s Amended and Restated Certificate of Incorporation eliminates the personal liability of the directors of the Company to the Company or its stockholders for monetary damages for breach of fiduciary duty as directors, with certain exceptions. Article Seven requires indemnification of directors and officers of the Company, and for advancement of litigation expenses to the fullest extent permitted by Section 145.

We maintain directors and officers liability insurance for the benefit of our directors and certain of our officers.

The Underwriting Agreement filed herewith as Exhibit 1.1 provides for indemnification of the selling stockholders and directors, certain officers, and controlling persons of the Company by the underwriters against certain civil liabilities, including liabilities under the Securities Act.

Item 16. Exhibits.


1.1		Form of Underwriting Agreement.
3.1		Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-24733) (the “S-1”).
3.2		Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the S-1).
5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
23.2		Consent of Deloitte & Touche LLP.
24.1*		Power of Attorney (included on signature page).

* Previously filed.

Item 17. Undertakings.

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 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 Securities Exchange Act of 1934) 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.

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

II-2

appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:


	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

II-3

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-3 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 February 19, 2004.


	POLO RALPH LAUREN CORPORATION


	By:	/s/ GERALD M. CHANEY



	Name: Gerald M. Chaney


	Title: Senior Vice President and Chief Financial Officer

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


Signature	Title	Date

* Ralph Lauren	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	February 19, 2004

* F. Lance Isham	Vice Chairman of the Board of Directors	February 19, 2004

* Roger N. Farah	President, Chief Operating Officer and Director	February 19, 2004

/s/ GERALD M. CHANEY Gerald M. Chaney	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 19, 2004

II-4


Signature	Title	Date

* Arnold H. Aronson	Director	February 19, 2004

* Frank A. Bennack, Jr.	Director	February 19, 2004

* Dr. Joyce F. Brown	Director	February 19, 2004

* Joel L. Fleishman	Director	February 19, 2004

* Richard Friedman	Director	February 19, 2004

* Judith A. McHale	Director	February 19, 2004

* Terry S. Semel	Director	February 19, 2004

*By: /s/ GERALD M. CHANEY Attorney-in-fact

II-5

EXHIBIT INDEX



Exhibit

Exhibit
No.

	1.1		Form of Underwriting Agreement
	3.1		Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-24733) (the “S-1”).
	3.2		Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the S-1).
	5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
	23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
	23.2		Consent of Deloitte & Touche LLP.
	24.1	*	Power of Attorney.

* Previously filed.




                          POLO RALPH LAUREN CORPORATION

                              Class A Common Stock
                           (par value $.01 per share)

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

                             Underwriting Agreement

                                                               February __, 2004
Goldman, Sachs & Co.
Credit Suisse First Boston LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
      As representatives of the several
      Underwriters named in Schedule I  hereto,
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

      Certain stockholders named in Schedule II (the "Selling Stockholders") of
Polo Ralph Lauren Corporation, a Delaware corporation (the "Company"), propose,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
9,192,156 shares (the "Firm Shares") and, at the election of the Underwriters,
up to 1,378,823 additional shares (the "Optional Shares") of Class A Common
Stock, par value $.01 per share (the "Stock"), of the Company. The Firm Shares
and the Optional Shares that the Underwriters elect to purchase pursuant to
Section 2 hereof are herein collectively called the "Shares." Except as used in
Sections 2, 3, 4, 5, 9 and 11 herein, and except as the context may otherwise
require, references hereinafter to the Shares shall include all the shares of
Stock which may be sold pursuant to this Agreement.

      1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

            (i) A registration statement on Form S-3 (File No. 333-112730)
      together with any pre-effective amendments thereto, (the "Initial
      Registration Statement") in respect of the Shares has been filed with the
      Securities and Exchange Commission (the "Commission"); the Initial
      Registration Statement and any post-effective amendment thereto, each in
      the form heretofore delivered to you, and, excluding exhibits thereto, but
      including all documents incorporated by reference in the prospectus
      contained therein, to you for each of the other Underwriters, have been
      declared effective by the Commission in such form; other than a
      registration statement, if any, increasing the size of the offering (a
      "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under
      the Securities Act of 1933, as amended (the "Act"), which became effective
      upon filing, no other document with respect to the Initial Registration
      Statement or document incorporated by reference therein has heretofore
      been

      filed with the Commission; and no stop order suspending the effectiveness
      of the Initial Registration Statement, any post-effective amendment
      thereto or the Rule 462(b) Registration Statement, if any, has been issued
      and no proceeding for that purpose has been initiated or threatened by the
      Commission (any preliminary prospectus included in the Initial
      Registration Statement or filed with the Commission pursuant to Rule
      424(a) of the rules and regulations of the Commission under the Act is
      hereinafter called a "Preliminary Prospectus"; the various parts of the
      Initial Registration Statement and the Rule 462(b) Registration Statement,
      if any, including all exhibits thereto and including (i) the information
      contained in the form of final prospectus filed with the Commission
      pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
      hereof and deemed by virtue of Rule 430A under the Act to be part of the
      Initial Registration Statement at the time it was declared effective and
      (ii) the documents incorporated by reference in the prospectus contained
      in the Initial Registration Statement at the time such part of the Initial
      Registration Statement became effective, or such part of the Rule 462(b)
      Registration Statement, if any, which became or hereafter becomes
      effective, each as amended at the time such part of the registration
      statement became effective, are hereinafter collectively called the
      "Registration Statement"; such final prospectus, in the form first filed
      pursuant to Rule 424(b) under the Act, is hereinafter called the
      "Prospectus"; any reference herein to any Preliminary Prospectus or the
      Prospectus shall be deemed to refer to and include the documents
      incorporated by reference therein pursuant to Item 12 of Form S-3 under
      the Act, as of the date of such Preliminary Prospectus or Prospectus, as
      the case may be; any reference to any amendment or supplement to any
      Preliminary Prospectus or the Prospectus shall be deemed to refer to and
      include any documents filed after the date of such Preliminary Prospectus
      or Prospectus, as the case may be, under the Securities Exchange Act of
      1934, as amended (the "Exchange Act"), and incorporated by reference in
      such Preliminary Prospectus or Prospectus, as the case may be; and any
      reference to any amendment to the Registration Statement shall be deemed
      to refer to and include any annual report of the Company filed pursuant to
      Section 13(a) or 15(d) of the Exchange Act after the effective date of the
      Initial Registration Statement that is incorporated by reference in the
      Registration Statement);

            (ii) No order preventing or suspending the use of any Preliminary
      Prospectus has been issued by the Commission, and each Preliminary
      Prospectus, at the time of filing thereof, conformed in all material
      respects to the requirements of the Act and the rules and regulations of
      the Commission thereunder, and did not contain an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by an Underwriter through
      Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder
      expressly for use in the preparation of the answers therein to Item 7 of
      Form S-3;

            (iii) The documents incorporated by reference in the Prospectus,
      when they became effective or were filed with the Commission, as the case
      may be, conformed in all material respects to the requirements of the
      Exchange Act, and the rules and regulations of the Commission thereunder,
      and none of such documents contained an untrue statement of a material
      fact or omitted to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading; and any further
      documents so filed and incorporated by reference in the Prospectus or any
      further amendment or supplement thereto,

                                       2

      when such documents become effective or are filed with the Commission, as
      the case may be, will conform in all material respects to the requirements
      of the Act or the Exchange Act, as applicable, and the rules and
      regulations of the Commission thereunder and will not contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading; provided, however, that this representation and warranty shall
      not apply to any statements or omissions made in reliance upon and in
      conformity with information furnished in writing to the Company by an
      Underwriter through Goldman, Sachs & Co. expressly for use therein;

            (iv) The Registration Statement conforms, and the Prospectus and any
      further amendments or supplements to the Registration Statement or the
      Prospectus will conform, in all material respects to the requirements of
      the Act and the rules and regulations of the Commission thereunder and do
      not and will not, as of the applicable effective date as to the
      Registration Statement and any amendment thereto and as of the applicable
      filing date as to the Prospectus and any amendment or supplement thereto,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; provided, however, that this representation and
      warranty shall not apply to any statements or omissions made in reliance
      upon and in conformity with information furnished in writing to the
      Company by an Underwriter through Goldman, Sachs & Co. expressly for use
      therein or by a Selling Stockholder expressly for use in the preparation
      of the answers therein to Item 7 of Form S-3;

            (v) Neither the Company nor any of its subsidiaries has sustained
      since the date of the latest audited financial statements included or
      incorporated by reference in the Prospectus any material loss or
      interference with its business from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree, otherwise than as set
      forth or contemplated in the Prospectus; and, since the respective dates
      as of which information is given in the Registration Statement and the
      Prospectus, there has not been any change in the capital stock (other than
      the issuance of Stock upon the exercise of outstanding stock options or
      the repurchase of Stock by the Company pursuant to the repurchase plan
      previously authorized by the Company's Board of Directors, in each case to
      the extent set forth or contemplated by the Prospectus) or long-term debt
      (other than accretion or scheduled repayment or open market purchases
      thereof, in each case to the extent set forth or contemplated by the
      Prospectus) of the Company or any of its subsidiaries, or any material
      adverse change, or any development related to the Company involving a
      prospective material adverse change, in or affecting the business affairs,
      financial condition, stockholders' equity or results of operations of the
      Company and its subsidiaries, taken as a whole, otherwise than as set
      forth or contemplated by the Prospectus;

            (vi) The Company and its subsidiaries listed on Schedule III hereto
      (the "Principal Subsidiaries") have good and marketable title in fee
      simple to all real property and good and marketable title to all personal
      property owned by them, in each case free and clear of all liens,
      encumbrances and defects except such as are described in the Prospectus or
      such as do not materially affect the value of such property and do not
      interfere with the use made and proposed to be made of such property by
      the Company and its subsidiaries or such as do not and would not,
      individually or in the aggregate, have a material adverse effect on the
      business, prospects, operations, financial condition, stockholders' equity
      or results of operations of the Company and its subsidiaries, taken as a
      whole (a "Material Adverse Effect"); any real property and buildings held
      under lease by the Company and its subsidiaries are held by them under
      valid, subsisting and enforceable leases with such exceptions as are not
      material and do not interfere with the use made and proposed to be made of
      such property and buildings by the Company and its subsidiaries

                                        3

      or such as do not and would not, individually or in the aggregate, have a
      Material Adverse Effect; and other than the Principal Subsidiaries, there
      are no subsidiaries of the Company which would constitute significant
      subsidiaries as defined in Rule 1-02(w) of Regulation S-X;

            (vii) The Company has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of Delaware,
      with corporate power and authority to own its properties and conduct its
      business as described in the Prospectus, and has been duly qualified as a
      foreign corporation for the transaction of business and is in good
      standing under the laws of each other jurisdiction in which it owns or
      leases properties or conducts any business so as to require such
      qualification, or is subject to no material liability or disability by
      reason of the failure to be so qualified in any such jurisdiction; and
      each subsidiary of the Company has been duly incorporated and is validly
      existing as a corporation in good standing under the laws of its
      jurisdiction of incorporation, and has been duly qualified as a foreign
      corporation for the transaction of business and is in good standing under
      the laws of each other jurisdiction in which it owns or leases properties
      or conducts any business so as to require such qualification, or is
      subject to no material liability or disability by reason of the failure to
      be so qualified in any such jurisdiction;

            (viii) The Company has an authorized capitalization as set forth in
      the Prospectus, and all of the issued and outstanding shares of capital
      stock of the Company have been duly authorized and issued, are fully paid
      and non-assessable and conform in all material respects to the description
      of the capital stock contained in the Prospectus; and all of the issued
      and outstanding shares of capital stock of each subsidiary of the Company
      have been duly authorized and issued, are fully paid and non-assessable
      and (except for directors' qualifying shares and except as set forth in
      the Prospectus) are owned directly or indirectly by the Company, free and
      clear of all liens, encumbrances or claims or as may have been pledged to
      the lenders under certain of the Company's credit agreements;

            (ix) The compliance by the Company with all of the provisions of
      this Agreement and the consummation of the transactions herein (i) will
      not conflict with or result in a breach or violation of any of the terms
      or provisions of, or constitute a default under, any indenture, mortgage,
      deed of trust, loan agreement or other agreement or instrument to which
      the Company or any of its subsidiaries is a party or by which the Company
      or any of its subsidiaries is bound or to which any of the property or
      assets of the Company or any of its subsidiaries is subject except any
      such conflict, breach, violation or default which has been consented to or
      waived by the appropriate counterparty thereto, prior to the execution and
      delivery of this Agreement, (ii) will not result in any violation of the
      provisions of the Amended and Restated Certificate of Incorporation (the
      "Certificate of Incorporation") or the Amended and Restated By-laws (the
      "By-laws") of the Company, and (iii) will not result in any violation of
      any statute or any order, rule or regulation of any court or governmental
      agency or body having jurisdiction over the Company or any of its
      subsidiaries or any of their properties, except for conflicts, breaches,
      violations or defaults (other than any relating to the Certificate of
      Incorporation or By-laws of the Company) that would not, individually or
      in the aggregate, have a Material Adverse Effect or, individually or in
      the aggregate, impair the Company's ability to consummate the transactions
      herein contemplated; and no consent, approval, authorization, order,
      registration or qualification of or with any such court or governmental

                                        4

      agency or body is required for the consummation by the Company of the
      transactions contemplated by this Agreement, except the registration under
      the Act of the Shares and such consents, approvals, authorizations,
      registrations or qualifications as may be required under state securities
      or Blue Sky laws in connection with the purchase and distribution of the
      Shares by the Underwriters;

            (x) Neither the Company nor any of its Principal Subsidiaries is in
      violation of its respective certificate of incorporation or by-laws or in
      default in the performance or observance of any obligation, agreement,
      covenant or condition contained in any indenture, mortgage, deed of trust,
      loan agreement, lease or other agreement or instrument to which it is a
      party or by which it or any of its properties may be bound which default
      would have a Material Adverse Effect;

            (xi) The Company has all requisite corporate power and authority to
      enter into this Agreement; and this Agreement has been duly authorized by
      the Company and has been validly executed and delivered by the Company;

            (xii) The description of the Company's capital stock included or
      incorporated by reference in the Prospectus insofar as it purports to
      constitute a summary of the terms of the Stock is accurate and fair in all
      material respects;

            (xiii) Other than as set forth in the Prospectus, there are no legal
      or governmental proceedings pending to which the Company or any of its
      subsidiaries is a party or of which any property of the Company or any of
      its subsidiaries is the subject which, if determined adversely to the
      Company or any of its subsidiaries, would individually or in the aggregate
      have a material adverse effect on the current or future consolidated
      financial position, stockholders' equity or results of operations of the
      Company and its subsidiaries; and, to the best of the Company's knowledge,
      no such proceedings are threatened or contemplated by governmental
      authorities or threatened by others;

            (xiv) The financial statements included or incorporated by reference
      in the Registration Statement and the Prospectus, together with the
      related schedules and notes, present fairly the financial position of the
      Company and its subsidiaries on a consolidated basis as of the dates
      indicated and the results of operations, stockholders' equity and cash
      flows of the Company and its subsidiaries on a combined basis for the
      periods indicated. Such financial statements have been prepared in
      conformity with generally accepted accounting principles in the United
      States ("GAAP") applied on a consistent basis throughout the periods
      involved. The financial statement schedules, if any, included or
      incorporated by reference in the Registration Statement present fairly the
      information required to be stated therein. The selected financial data
      included or incorporated by reference in the Prospectus present fairly the
      information shown therein and have been compiled on a basis consistent in
      all material respects with that of the audited financial statements
      included or incorporated by reference in the Registration Statement, as
      the case may be; no other financial statements or supporting schedules are
      required to be included or incorporated by reference in the Registration
      Statement or the Prospectus;

            (xv) There are no contracts or documents of a character required to
      be described in the Registration Statement or the Prospectus or to be
      filed as exhibits to the Registration Statement that are not so described,
      or filed or incorporated by reference therein;

                                        5

            (xvi) Except as disclosed in the Prospectus, the Company and its
      subsidiaries own or possess all foreign and domestic governmental
      licenses, permits, certificates, consents, orders, approvals and other
      authorizations (collectively, "Governmental Licenses") necessary to own or
      lease, as the case may be, and to operate their properties and to carry on
      their business as presently conducted, except to the extent that the
      failure to own or possess such Governmental Licenses would not,
      individually or in the aggregate, have a Material Adverse Effect; all of
      the Governmental Licenses are valid and in full force and effect, except
      to the extent that the failure to have such Governmental Licenses would
      not, individually or in the aggregate, have a Material Adverse Effect; and
      neither the Company nor any of its subsidiaries has received any notice of
      proceedings relating to revocation or modification of any such
      Governmental Licenses, except to the extent that individually or in the
      aggregate, if subject to an unfavorable decision, ruling or finding, such
      proceedings would not have a Material Adverse Effect;

            (xvii) Except as disclosed in this Prospectus, each of the Company
      and its subsidiaries owns or has rights to adequate foreign and domestic
      trademarks, service marks, trade names, inventions, copyrights and
      know-how (including trade secrets and other unpatented and/or unpatentable
      proprietary or confidential information, systems or procedures)
      (collectively, the "Intellectual Property") necessary to carry on their
      respective businesses as of the date hereof, and neither the Company nor
      any of its subsidiaries is aware that it would interfere with, infringe
      upon or otherwise come into conflict with any Intellectual Property rights
      of third parties as a result of the operation of the business of the
      Company or any subsidiary as of the date hereof that, individually or in
      the aggregate, if subject to an unfavorable decision, ruling or finding
      would have a Material Adverse Effect;

            (xviii) Except as disclosed in the Prospectus, there are no holders
      of securities (debt or equity) of the Company or any of its subsidiaries,
      or holders of rights (including, without limitation, preemptive rights),
      warrants or options to obtain securities of the Company or any of its
      subsidiaries, who have the right to request the Company or any of its
      subsidiaries to register securities held by them under the Act;

            (xix) Except as disclosed in the Prospectus, there are no labor
      disputes between the Company or any of its subsidiaries, on the one hand,
      and the employees of the Company or any of its subsidiaries, on the other
      hand that could reasonably be expected to have a Material Adverse Effect;

            (xx) The Company is not and, after giving effect to the offering and
      sale of the Shares, will not be an "investment company" or an entity
      "controlled" by an "investment company," as such terms are defined in the
      Investment Company Act of 1940, as amended (the "Investment Company Act");
      and

            (xxi) Deloitte & Touche LLP, who have certified certain financial
      statements of the Company and its subsidiaries, are independent public
      accountants as required by the Act and the rules and regulations of the
      Commission thereunder.

            (xxii) No relationship, direct or indirect, exists between or among
      any of the Company or any affiliate of the Company on the one hand, and
      any former or current director, officer, stockholder, customer or supplier
      of any of them, on the other hand, which is required by the Act or the
      rules and regulations thereunder to be described in the Registration
      Statement or the Prospectus which is not so described or is not described
      as required.

                                        6

            (xxiii) The Company and its consolidated subsidiaries maintain a
      system of internal accounting controls sufficient to provide reasonable
      assurances that (A) transactions are executed in accordance with
      management's authorization; (B) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (C) access to assets is permitted only in accordance with management's
      authorization; (D) the recorded accountability for assets is compared with
      the existing assets at reasonable intervals and appropriate action is
      taken with respect to any differences; (E) material information relating
      to the Company and its consolidated subsidiaries is promptly made known to
      the officers responsible for establishing and maintaining the system of
      internal accounting controls; and (F) any significant deficiencies or
      weaknesses in the design or operation of internal accounting controls
      which could adversely affect the Company's ability to record, process,
      summarize and report financial data, and any fraud whether or not material
      that involves management or other employees who have a significant role in
      internal controls, are adequately and promptly disclosed to the Company's
      independent auditors and the audit committee of the Company's board of
      directors.

            (xxiv) The Company and its consolidated subsidiaries employ
      disclosure controls and procedures that are designed to ensure that
      information required to be disclosed by the Company in the reports that it
      files or submits under the Exchange Act is recorded, processed, summarized
      and reported, within the time periods specified in the Commission's rules
      and forms, and is accumulated and communicated to the Company's
      management, including its principal executive officer or officers and
      principal financial officer or officers, as appropriate to allow timely
      decisions regarding disclosure.

            (xxv) There are no transactions, arrangements and other
      relationships between and/or among the Company, any of its affiliates (as
      such term is defined in Rule 405 under the Securities Act) and any
      unconsolidated entity, including, but not limited to, any structural
      finance, special purpose or limited purpose entity (each, an "Off Balance
      Sheet Transaction") that could reasonably be expected to affect materially
      the Company's liquidity or the availability of or requirements for its
      capital resources, including those Off Balance Sheet Transactions
      described in the Commission's Statement about Management's Discussion and
      Analysis of Financial Conditions and Results of Operations (Release Nos.
      33-8056; 34-45321; FR-61), required to be described in the Prospectus
      which have not been described as required.

      b) Each of the Selling Stockholders severally represents and warrants to,
and agrees with, each of the Underwriters and the Company that:

            (i) All consents, approvals, authorizations and orders necessary for
      the execution and delivery by such Selling Stockholder of this Agreement
      and for the sale and delivery of the Shares to be sold by such Selling
      Stockholder hereunder, have been obtained; such Selling Stockholder has
      full right, power and authority to enter into this Agreement, and to sell,
      assign, transfer and deliver the Shares to be sold by such Selling
      Stockholder hereunder; and such Selling Stockholder has duly executed and
      delivered this Agreement;

            (ii) The sale of the Shares to be sold by such Selling Stockholder
      hereunder and the compliance by such Selling Stockholder with all of the
      provisions of this Agreement and the consummation of the transactions
      herein contemplated (i) will not conflict with or result in a breach or
      violation of any of the terms or provisions of, or constitute a default
      under, any

                                        7

      statute, indenture, mortgage, deed of trust, loan agreement or other
      material agreement or instrument to which such Selling Stockholder is a
      party or by which such Selling Stockholder is bound or to which any of the
      property or assets of such Selling Stockholder is subject, except any such
      conflict, breach, violation or default which has been consented to or
      waived, by the appropriate counterparty thereto, prior to the execution
      and delivery hereof, (ii) will not result in any violation of the
      provisions of the certificate of incorporation or by-laws of such Selling
      Stockholder if such Selling Stockholder is a corporation or the
      partnership agreement of such Selling Stockholder if such Selling
      Stockholder is a partnership and (iii) will not result in any violation of
      any statute or any order, rule or regulation of any court or governmental
      agency or body having jurisdiction over such Selling Stockholder or the
      property of such Selling Stockholder;

            (iii) Such Selling Stockholder has good and valid title to shares of
      the Company's Class C Common Stock, par value $.01 per share, that such
      Selling Stockholder intends to convert into the Shares to be sold by such
      Selling Stockholder hereunder, and immediately prior to each Time of
      Delivery (as defined in Section 4 hereof), such Selling Stockholder will
      have, good and valid title to the Shares to be sold by such Selling
      Stockholder hereunder, free and clear of all liens, encumbrances or
      claims; and, upon delivery of such Shares hereunder and payment therefor
      pursuant hereto, good and valid title to such Shares, free and clear of
      all liens, encumbrances or claims, will pass to the several Underwriters;

            (iv) During the period beginning from the date hereof and continuing
      to and including the date 90 days after the date of the Prospectus, such
      Selling Stockholder will not directly or indirectly offer, sell, contract
      to sell or otherwise distribute or dispose of, except as provided
      hereunder, Stock or any securities of the Company that are substantially
      similar to the Stock, including but not limited to any securities that are
      convertible into or exchangeable for, or that represent the right to
      receive, Stock or any substantially similar securities, without the prior
      written consent of Goldman, Sachs & Co., as representative of the
      Underwriters;

            (v) Such Selling Stockholder has not taken and will not take,
      directly or indirectly, any action which is designed to or which has
      constituted or which might reasonably be expected to cause or result in
      stabilization or manipulation of the price of any security of the Company
      to facilitate the sale or resale of the Shares;

            (vi) (A) The Registration Statement, when it became effective, did
      not contain and, as amended or supplemented, if applicable, will not
      contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; and (B) the Preliminary Prospectus and
      the Prospectus do not contain and, as amended or supplemented, if
      applicable, will not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements therein, in
      the light of the circumstances under which they were made, not misleading,
      except that, in each case, the representations and warranties set forth in
      this paragraph 1(b)(vi) apply only to statements or omissions in the
      Registration Statement, Preliminary Prospectus or the Prospectus based
      upon, and in conformity with, information relating to such Selling
      Stockholder furnished to the Company in writing by such Selling
      Stockholder expressly for use therein;

            (vii) In order to document the Underwriters' compliance with the
      reporting and withholding provisions of the Tax Equity and Fiscal
      Responsibility Act of 1982 with respect to the transactions herein
      contemplated, such Selling Stockholder will deliver to you prior to or at

                                        8

      the First Time of Delivery (as hereinafter defined) a properly completed
      and executed United States Treasury Department Form W-9 (or other
      applicable form or statement specified by Treasury Department regulations
      in lieu thereof); and

            (viii) The Shares represented by the certificates held by each
      Selling Stockholder are subject to the interests of the Underwriters
      hereunder; the obligations of the Selling Stockholder hereunder shall not
      be terminated by operation of law, or in the case of a partnership or
      corporation, by the dissolution of such partnership or corporation, or by
      the occurrence of any other event; if any such partnership or corporation
      should be dissolved, or if any other such event should occur, before the
      delivery of the Shares hereunder, certificates representing the Shares
      shall be delivered by or on behalf of the Selling Stockholder in
      accordance with the terms and conditions of this Agreement.

      2. Subject to the terms and conditions herein set forth, (a) each of the
Selling Stockholders agrees, severally and not jointly, to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from each of the Selling Stockholders, at a purchase price per share of
$____, the number of Firm Shares (to be adjusted by you so as to eliminate
fractional shares) determined by multiplying the aggregate number of Firm Shares
to be sold by each of the Selling Stockholders as set forth opposite their
respective names in Schedule II hereto by a fraction, the numerator of which is
the aggregate number of Firm Shares to be purchased by such Underwriter as set
forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the aggregate number of Firm Shares to be purchased by
all of the Underwriters from all of the Selling Stockholders hereunder and (b)
in the event and to the extent that the Underwriters shall exercise the election
to purchase Optional Shares as provided below, each of the Selling Stockholders
agrees, severally and not jointly, to sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from such
Selling Stockholders, at the purchase price per share set forth in clause (a) of
this Section 2, that portion of the number of Optional Shares as to which such
election shall have been exercised (to be adjusted by you so as to eliminate
fractional shares) determined by multiplying such number of Optional Shares by a
fraction the numerator of which is the maximum number of Optional Shares which
such Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder.

      The Selling Stockholders, as and to the extent indicated in Schedule II
hereto, hereby grant, severally and not jointly, to the Underwriters the right
to purchase at their election up to 1,378,823 Optional Shares, at the purchase
price per share set forth in the paragraph above, for the sole purpose of
covering sales of shares in excess of the number of Firm Shares. Any such
election to purchase Optional Shares may be exercised from time to time only by
written notice from you to such Selling Stockholders (with a copy to the
Company), given within a period of 30 calendar days after the date of this
Agreement and setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, if other than the First Time of Delivery,
unless you and such Selling Stockholders otherwise agree in writing, earlier
than two or later than ten business days after the date of such notice.

      3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

                                       9

      4. (a) The Shares to be purchased by each Underwriter hereunder in such
authorized denominations and registered in such names as Goldman, Sachs & Co.
may request upon at least forty-eight hours' prior notice to the Selling
Stockholders shall be delivered by or on behalf of the Selling Stockholders to
Goldman, Sachs & Co. through the facilities of the Depository Trust Company
("DTC") for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by wire transfer or certified or
official bank check or checks, payable to the order of such Selling Stockholder,
in immediately available (same-day) funds. The time and date of such delivery
and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City
time, on February __, 2004 or such other time and date as Goldman, Sachs & Co.
and the Selling Stockholders may agree upon in writing, and with respect to the
Optional Shares, 9:30 a.m., New York City time, on the date specified by
Goldman, Sachs & Co. in the written notice given by Goldman, Sachs & Co. of the
Underwriters' election to purchase such Optional Shares, or such other time and
date as Goldman, Sachs & Co. and the Selling Stockholders may agree upon in
writing. Such time and date for delivery of the Firm Shares is herein called the
"First Time of Delivery," such time and date for delivery of the Optional
Shares, if not the First Time of Delivery, is herein called the "Second Time of
Delivery," and each such time and date for delivery is herein called a "Time of
Delivery."

      (b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipt
for the Shares and any additional documents requested by the Underwriters
pursuant to Section 7(k) hereof, will be delivered at the offices of Fried,
Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York
10004 (the "Closing Location"). A meeting will be held at the Closing Location
at 2 p.m., New York City time, on the New York Business Day next preceding each
Time of Delivery, at which meeting the final drafts of the documents to be
delivered pursuant to the preceding sentence will be available for review by the
parties hereto. For the purposes of this Section 4, "New York Business Day"
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in New York are generally authorized or
obligated by law or executive order to close.

      5. The Company agrees with each of the Underwriters:

            (a) To prepare the Prospectus in a form approved by you and to file
      such Prospectus pursuant to Rule 424(b) under the Act not later than the
      Commission's close of business on the second business day following the
      execution and delivery of this Agreement, or, if applicable, such earlier
      time as may be required by Rule 430A(a)(3) under the Act; to make no
      further amendment or any supplement to the Registration Statement or
      Prospectus prior to the last date on which the Underwriters may be
      required to deliver a Prospectus which shall be disapproved by you
      promptly after reasonable notice thereof, except for any such amendment or
      supplement that in the reasonable written opinion of counsel to the
      Company is required by applicable law; to advise you, promptly after it
      receives notice thereof, of the time when any amendment to the
      Registration Statement has been filed or becomes effective or any
      supplement to the Prospectus or any amended Prospectus has been filed and
      to furnish you with copies thereof; to file promptly all reports and any
      definitive proxy or information statements required to be filed by the
      Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
      of the Exchange Act subsequent to the date of the Prospectus and for so
      long as the delivery of a prospectus is required in connection with the
      offering or sale of the Shares; to advise you, promptly after it receives
      notice thereof, of the issuance by the Commission of any stop order or of
      any order preventing or suspending the use of any Preliminary Prospectus
      or prospectus, of the suspension of the qualification of the Shares for

                                       10

      offering or sale in any jurisdiction, of the initiation or threatening of
      any proceeding for any such purpose, or of any request by the Commission
      for the amending or supplementing of the Registration Statement or
      Prospectus or for additional information; and, in the event of the
      issuance of any stop order or of any order preventing or suspending the
      use of any Preliminary Prospectus or prospectus or suspending any such
      qualification, promptly to use its best efforts to obtain the withdrawal
      of such order;

            (b) Promptly from time to time to take such action as you may
      reasonably request to qualify the Shares for offering and sale under the
      securities laws of such jurisdictions as you may request and to comply
      with such laws so as to permit the continuance of sales and dealings
      therein in such jurisdictions for as long as may be necessary to complete
      the distribution of the Shares, provided that in connection therewith the
      Company shall not be required to qualify as a foreign corporation or to
      file a general consent to service of process in any jurisdiction or to
      take any other action which would subject it to taxation, other than as to
      matters and transactions relating to the offer and sale of the Shares in
      each jurisdiction in which the Shares have been qualified as provided
      above;

            (c) Prior to 10:00 a.m., New York City time, on the New York
      Business Day next succeeding the date of this Agreement and from time to
      time, to furnish the Underwriters with copies of the Prospectus in New
      York City in such quantities as you may reasonably request, and, if the
      delivery of a prospectus is required at any time in connection with the
      offering or sale of the Shares and if at such time any events shall have
      occurred as a result of which the Prospectus as then amended or
      supplemented would include an untrue statement of a material fact or omit
      to state any material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made when
      such Prospectus is delivered, not misleading, or, if for any other reason
      it shall be necessary during such period to amend or supplement the
      Prospectus or to file under the Exchange Act any document incorporated by
      reference in the Prospectus in order to comply with the Act or the
      Exchange Act, to notify you and upon your request to file such document
      and to prepare and furnish without charge to each Underwriter and to any
      dealer in securities as many copies as you may from time to time
      reasonably request of an amended Prospectus or a supplement to the
      Prospectus which will correct such statement or omission or effect such
      compliance, and in case any Underwriter is required to deliver a
      prospectus in connection with sales of any of the Shares at any time nine
      months or more after the time of issue of the Prospectus, upon your
      request but at the expense of such Underwriter, to prepare and deliver to
      such Underwriter as many copies as you may request of an amended or
      supplemented Prospectus complying with Section 10(a)(3) of the Act;

            (d) To make generally available to its securityholders as soon as
      practicable, but in any event not later than eighteen months after the
      effective date of the Registration Statement (as defined in Rule 158(c)
      under the Act), an earnings statement of the Company and its subsidiaries
      (which need not be audited) complying with Section 11(a) of the Act and
      the rules and regulations of the Commission thereunder (including, at the
      option of the Company, Rule 158);

            (e) During the period beginning from the date hereof and continuing
      to and including the date 90 days after the date of the Prospectus, not to
      directly or indirectly offer, sell, contract to sell or otherwise dispose
      of, except as provided hereunder, any Stock or any securities of the
      Company that are substantially similar to the Stock, including but not
      limited to any securities that are convertible into or exchangeable for,
      or that represent the right to

                                       11

      receive, Stock or any such substantially similar securities (other than
      pursuant to the Company's 1997 Long- Term Stock Incentive Plan or other
      employee or director stock option plans existing on the date of this
      Agreement), or to file any registration statement with the Commission
      under the Act relating to any such securities, without the prior written
      consent of Goldman, Sachs & Co., as representative of the Underwriters;
      provided, however, that the foregoing agreement shall not limit the
      Company's ability to (i) issue shares of Stock, warrants or convertible
      securities as consideration for acquisitions of assets or stock of a third
      party, provided that the recipients of all such shares of Stock, warrants
      or convertible securities agree with the Company (which agreement may not
      be amended without the prior written consent of Goldman, Sachs & Co.) to
      be subject to the foregoing lock-up agreement in this Subsection 5(e) with
      respect to such shares of Stock, warrants or convertible securites; or
      (ii) issue shares of Stock upon the exercise of any warrants or
      convertible securities issued pursuant to the preceding clause provided
      that such shares of Stock will be subject to the foregoing lock-up to the
      same extent, if any, as the warrants or convertible securities pursuant to
      which such shares of Stock were issued; provided that the aggregate amount
      of shares of Stock, warrants and convertible securities (on an as
      converted basis) that may be issued under these clauses (i) and (ii) may
      not exceed 5,000,000 shares;

            (f) If not otherwise available on the Commission's Electronic Data
      Gathering, Analysis and Retrieval System or similar system, during a
      period of five years from the effective date of the Registration
      Statement, to furnish to its stockholders as soon as practicable after the
      end of each fiscal year an annual report (including a balance sheet and
      statements of income, stockholders' equity and cash flows of the Company
      and its consolidated subsidiaries certified by independent public
      accountants) and, as soon as practicable after the end of each of the
      first three quarters of each fiscal year (beginning with the fiscal
      quarter ending after the effective date of the Registration Statement),
      consolidated summary financial information of the Company and its
      subsidiaries for such quarter in reasonable detail;

            (g) If not otherwise available on the Commission's Electronic Data
      Gathering, Analysis and Retrieval System or similar system, during a
      period of five years from the effective date of the Registration
      Statement, to furnish to you copies of all reports or other communications
      (financial or other) furnished to stockholders, and to deliver to you (i)
      as soon as they are available, copies of any reports and financial
      statements furnished to or filed with the Commission or any national
      securities exchange on which any class of securities of the Company is
      listed; and (ii) such additional information that is available without
      undue expense concerning the business and financial condition of the
      Company as you may from time to time reasonably request in writing (such
      financial statements to be prepared on a consolidated basis to the extent
      the accounts of the Company and its subsidiaries are consolidated in
      reports furnished to its stockholders generally or to the Commission);
      provided that the Company shall not be required to deliver any information
      that would cause the Company to make a filing under Regulation FD as
      promulgated under the Exchange Act;

            (h) To use its best efforts to maintain the listing of the Shares on
      the New York Stock Exchange (the "Exchange"); and

            (i) If the Company elects to rely upon Rule 462(b), the Company
      shall file a Rule 462(b) Registration Statement with the Commission in
      compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the
      date of this Agreement, and the Company shall at the time of filing either
      pay to the Commission the filing fee for the Rule 462(b) Registration

                                       12

      Statement or give irrevocable instructions for the payment of such fee
      pursuant to Rule 111(b) under the Act.

      6. The Company and each of the Selling Stockholders covenant and agree
with one another and with the several Underwriters that (a) the Selling
Stockholders will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
this Agreement, the Blue Sky Memorandum, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Shares; (iii) all expenses in connection with
the qualification of the Shares for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey; (iv) all fees and
expenses in connection with listing the Shares on the Exchange; (v) the filing
fees incident to, and the reasonable fees and disbursements of counsel for the
Underwriters in connection with, securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the Shares;
(vi) the cost of preparing stock certificates; (vii) the cost and charges of any
transfer agent or registrar; (viii) all reasonable fees and disbursements of one
counsel for the Selling Stockholders; and (ix) all other costs and expenses
incident to the performance of the Company's obligations hereunder which are not
otherwise specifically provided for in this Section; and (b) each Selling
Stockholder will also pay or cause to be paid all costs and expenses incident to
the performance of such Selling Stockholder's obligations hereunder which are
not otherwise specifically provided for in this Section 6, including all
expenses and taxes incident to the sale and delivery of the Shares to be sold by
such Selling Stockholder to the Underwriters hereunder. In connection with
clause (b) of the preceding sentence, Goldman, Sachs & Co. agrees to pay New
York State stock transfer tax, and each Selling Stockholder agrees to reimburse
Goldman, Sachs & Co. for associated carrying costs if such tax payment is not
rebated on the day of payment and for any portion of such tax payment not
rebated. Except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees
and disbursements of their counsel, stock transfer taxes on resale of any of the
Shares by them, and any advertising expenses connected with any offers they may
make.

      7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and of the Selling Stockholders herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company and the Selling
Stockholders shall have performed all of its and their obligations hereunder
theretofore to be performed, and the following additional conditions:

            (a) The Prospectus shall have been filed with the Commission
      pursuant to Rule 424(b) within the applicable time period prescribed for
      such filing by the rules and regulations under the Act and in accordance
      with Section 5(a) hereof; if the Company has elected to rely upon Rule
      462(b), the Rule 462(b) Registration Statement shall have become effective
      by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no
      stop order suspending the effectiveness of the Registration Statement or
      any part thereof shall have been issued and no proceeding for that purpose
      shall have been initiated or threatened by the Commission; and

                                       13

      all requests for additional information on the part of the Commission
      shall have been complied with to your reasonable satisfaction;

            (b) Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the
      Underwriters, shall have furnished to you such opinion or opinions, dated
      such Time of Delivery, with respect to the matters covered in paragraphs
      (i), (ii), (vi), (ix) and (xii) of subsection (c) below as well as such
      other related matters as you may reasonably request, and such counsel
      shall have received such papers and information as they may reasonably
      request to enable them to pass upon such matters;

            (c) Paul, Weiss, Rifkind, Wharton & Garrison, counsel for the
      Company, shall have furnished to you their written opinion (a draft of
      such opinion is attached as Annex II(a) hereto), dated such Time of
      Delivery, in form and substance satisfactory to you, to the effect that:

                  (i) The Company has been duly incorporated and is validly
            existing as a corporation in good standing under the laws of
            Delaware, with corporate power and authority to own its properties
            and conduct its business as described in the Prospectus;

                  (ii) The Company has an authorized capitalization as set forth
            in the Prospectus, and all of the issued and outstanding shares of
            capital stock of the Company have been duly authorized and are
            validly issued, fully paid and non-assessable; and the Shares
            conform in all material respects as to legal matters to the
            description of the Stock contained in the Prospectus;

                  (iii) Based solely on such counsel's review of certificates
            from public officials, the Company has been duly qualified as a
            foreign corporation for the transaction of business in, and is in
            good standing under the laws of, the states of California, Georgia,
            Illinois, Kentucky, New Jersey, New York, North Carolina,
            Pennsylvania, Texas and Washington;

                  (iv) Based solely on such counsel's review of certificates
            from public officials (and, with respect to Aqui Polo C.V., based
            solely on the opinion of local counsel) each of the Principal
            Subsidiaries has been duly incorporated or organized, as the case
            may be, and is validly existing as a corporation or partnership, as
            the case may be, in good standing under the laws of its jurisdiction
            of incorporation or organization; and all of the issued and
            outstanding shares of capital stock (or other equity interests) of
            each such Principal Subsidiary have been duly authorized and validly
            issued, and, in the case of the Principal Subsidiaries other than
            Aqui Polo C.V., are fully paid and non-assessable (in the case of
            Aqui Polo C.V., the commitment obligations associated with the
            equity interests have been fulfilled), and (except for directors'
            qualifying shares) are owned of record directly or indirectly by the
            Company, and, to such counsel's knowledge are owned free and clear
            of all liens, encumbrances or claims other than those as may have
            been created by pledges to lenders under certain of the Company's
            credit agreements;

                  (v) To such counsel's knowledge and other than as set forth in
            the Prospectus, there are no legal or governmental proceedings
            pending to which the Company or any of its subsidiaries is a party
            or of which any property of the Company or any of its subsidiaries
            is the subject which, if determined adversely to the Company or any
            of its subsidiaries, would individually or in the aggregate
            reasonably be expected to have a material adverse effect on the
            current or future consolidated financial position, stockholders'
            equity or results of operations of the Company and its subsidiaries;
            and, to

                                       14

            such counsel's knowledge, no such proceedings are threatened or
            contemplated by governmental authorities or threatened by others;

                  (vi) This Agreement has been duly authorized, executed and
            delivered by the Company;

                  (vii) The compliance by the Company with all of the provisions
            of this Agreement and the performance by the Company of its
            obligation thereunder (i) will not conflict with or result in a
            breach or violation of any of the terms or provisions of, or
            constitute a default under, any indenture, mortgage, deed of trust,
            loan agreement or other agreement or instrument which is either
            filed as an exhibit to the Registration Statement or filed as an
            exhibit to any document incorporated by reference in the
            Registration Statement, (ii) will not result in any violation of the
            provisions of the Certificate of Incorporation or By-laws of the
            Company or any Applicable Law, or (iii) to the knowledge of such
            counsel, based solely on an officer's certificate from an officer of
            the Company and without independent inquiry, any order applicable to
            the Company or any of its Principal Subsidiaries. As used herein,
            "Applicable Law" shall mean the federal laws of the United States,
            the laws of the State of New York and the General Corporation Law of
            the State of Delaware, in each case which, in such counsel's
            experience, are normally applicable to transactions of the type
            contemplated by this Agreement;

                  (viii) Based on such counsel's review of Applicable Law, but
            without any investigation concerning any other laws, rules or
            regulations, no consent, approval, authorization, order of, or
            registration or qualification with any United States federal, New
            York or Delaware court or governmental agency or body is required
            for the performance by the Company of its obligations under this
            Agreement, except the registration under the Act (which has been
            obtained) or under state securities or Blue Sky laws of the Shares;

                  (ix) The description of the Company's capital stock included
            or incorporated by reference in the Prospectus insofar as it
            purports to constitute a summary of the terms of the Stock is
            accurate and fair in all material respects;

                  (x) The Company is not required to register as an "investment
            company" under the Investment Company Act and the rules and
            regulations promulgated thereunder;

                  (xi) Each document incorporated by reference in the Prospectus
            or any further amendment or supplement thereto made by the Company
            prior to the Time of Delivery (other than the financial statements,
            financial statements schedules and other financial data included in
            or omitted therefrom and related schedules therein, as to which such
            counsel need express no belief), when it became effective or was
            filed with the Commission, as the case may be, appears on its face
            to be appropriately responsive in all material respects with the
            requirements of the Exchange Act and the rules and regulations of
            the Commission thereunder; assuming that the statements made in such
            documents are complete and correct; and

                  (xii) Each of the Registration Statement and the Prospectus as
            of their respective effective or issue dates and any further
            amendments and supplements thereto made by the Company prior to such
            Time of Delivery (other than the financial statements, financial
            statement schedules and other financial data included in or omitted
            therefrom and related schedules therein, as to which such counsel
            need express no belief) appears on its face to be appropriately
            responsive in all material respects to the requirements of the Act
            and

                                       15

            the rules and regulations thereunder; although they do not assume
            any responsibility for the accuracy or fairness of the statements
            contained in the Registration Statement or the Prospectus, except
            for those referred to in the opinion in subsection (ix) of this
            Section 7(c); in addition, such counsel shall state that, in
            connection with the preparation of the Registration Statement and
            Prospectus, it has participated in conferences with directors,
            officers and other representatives of the Company, representatives
            of various of the Selling Stockholders, representatives of the
            independent auditors for the Company, representatives of the
            Underwriters and representatives of counsel for the Underwriters, at
            which conferences the contents of the Registration Statement, the
            Prospectus, the documents incorporated by reference prepared by the
            Company and related matters were discussed and, on the basis of such
            participation (relying as to various questions of fact relevant to
            the opinion expressed therein upon the representations and
            statements of officers and other representatives of the Company) but
            without independent verification of the accuracy, completeness, or
            fairness of the statements contained in the Registration Statement,
            the Prospectus, or any amendment or supplement thereto, no facts
            have come to the attention of such counsel to lead such counsel to
            believe that (a) the Registration Statement or any amendment thereto
            made by the Company prior to the Time of Delivery (except for the
            financial statements, financial statement schedules and other
            financial data included or incorporated by reference in or omitted
            therefrom, as to which such counsel need express no belief), at the
            time the Registration Statement became effective and on the date of
            such written opinion, contained an untrue statement of a material
            fact or omitted to state a material fact required to be stated
            therein or necessary to make the statements therein not misleading
            or (b) the Prospectus or any amendment or supplement thereto made by
            the Company prior to the Time of Delivery (except for the financial
            statements, financial statement schedules and other financial data
            included or incorporated by reference in or omitted therefrom, as to
            which such counsel need express no belief), at the time the
            Prospectus was issued and on the date of such written opinion,
            contained an untrue statement of a material fact or omitted to state
            a material fact necessary to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading; and they do not know of any amendment to the
            Registration Statement required to be filed or of any contracts or
            other documents of a character required to be filed as an exhibit to
            the Registration Statement or required to be described in the
            Registration Statement or the Prospectus which are not filed or
            described as required.

            (d) Greenberg Traurig, LLP ("Greenberg Traurig"), counsel for the
      Company, shall have furnished to you their written opinion (a draft of
      such opinion is attached as Annex II(b) hereto), dated such Time of
      Delivery, in form and substance satisfactory to you, to the effect that
      except as disclosed in the Prospectus, the Company and its subsidiaries
      together own or have rights to use the trademarks Polo, Ralph Lauren and
      Chaps/Ralph Lauren (the "Principal Trademarks") in their businesses as
      described in the Prospectus, without any conflict known to such counsel
      with any intellectual property rights of third parties that would,
      individually or in the aggregate, have a material adverse effect on the
      current or future consolidated financial position, stockholders' equity or
      results of operations of the Company and its subsidiaries and, to such
      counsel's knowledge, there is no infringement by others of the Principal
      Trademarks that would, individually or in the aggregate, have a material
      adverse effect on the current or future consolidated financial position,
      stockholders' equity or results of operations of the

                                       16

      Company and its subsidiaries, except that no opinion need be given as to
      any jurisdiction outside the United States;

            (e) The counsel for each of the Selling Stockholders shall have
      furnished to you their written opinion with respect to each of the Selling
      Stockholders (drafts of such opinions are attached as Annex II(c) hereto),
      dated the Time of Delivery, in form and substance satisfactory to you, to
      the effect that:

                  (i) Based on such counsel's review of Applicable Law, but
            without any investigation concerning any other laws, rules or
            regulations, this Agreement has been duly authorized, executed and
            delivered by or on behalf of such Selling Stockholder; and the sale
            of the Shares to be sold by such Selling Stockholder hereunder and
            compliance by such Selling Stockholder with all of the provisions of
            this Agreement and the consummation of the transactions herein
            contemplated will not conflict with or result in a breach or
            violation of any terms or provisions of, or constitute a default
            under, any indenture, mortgage, deed of trust, loan agreement or
            other material agreement or instrument known to such counsel to
            which such Selling Stockholder is a party or by which such Selling
            Stockholder is bound or to which any of the property or assets of
            such Selling Stockholder is subject based on such counsel's review
            of Applicable Law, but without any investigation concerning any
            other laws, rules or regulations; nor will such action result in any
            violation of (i) the provisions of the partnership agreement of such
            Selling Stockholder, (ii) any Applicable Law, or (iii) to the
            knowledge of such counsel, any order, rule or regulation known to
            such counsel of any court or governmental agency or body having
            jurisdiction over such Selling Stockholder or the property of such
            Selling Stockholder;

                  (ii) Based on such counsel's review of Applicable Law, but
            without any investigation concerning any other laws, rules or
            regulations, no consent, approval, authorization or order of any
            court or governmental agency or body is required for the
            consummation of the transactions contemplated by this Agreement in
            connection with the Shares to be sold by such Selling Stockholder
            hereunder, except such as have been obtained under the Act and such
            as may be required under state securities or Blue Sky laws in
            connection with the purchase and distribution of such shares by the
            Underwriters; and

                  (iii) Good and valid title to such Shares, free and clear of
            all liens, encumbrances or claims, has been transferred to each of
            the several Underwriters who have purchased such Shares in good
            faith and without notice of any such lien, encumbrance or claim or
            any other adverse claim within the meaning of the New York Uniform
            Commercial Code.

            (f) On the date of the Prospectus at a time prior to the execution
      of this Agreement, at 9:30 a.m., New York City time, on the effective date
      of any post-effective amendment to the Registration Statement filed
      subsequent to the date of this Agreement and also at each Time of
      Delivery, Deloitte & Touche LLP shall have furnished to you a letter or
      letters, dated the respective dates of delivery thereof, in form and
      substance satisfactory to you, to the effect set forth in Annex I hereto
      (the executed copy of the letter delivered prior to the execution of this
      Agreement is attached as Annex 1(a) hereto and a draft of the form of
      letter to be delivered on the effective date of any post-effective
      amendment to the Registration Statement and as of each Time of Delivery is
      attached as Annex 1(b) hereto);

                                       17

            (g)(i) Neither the Company nor any of its Principal Subsidiaries
      shall have sustained since the date of the latest audited financial
      statements included or incorporated by reference in the Prospectus any
      loss or interference with its business from fire, explosion, flood or
      other calamity, whether or not covered by insurance, or from any labor
      dispute or court or governmental action, order or decree, otherwise than
      as set forth or contemplated in the Prospectus, and (ii) since the
      respective dates as of which information is given in the Prospectus there
      shall not have been any change in the capital stock (other than the
      issuance of Stock upon the exercise of outstanding stock options or the
      repurchases of the Stock by the Company pursuant to the repurchase plan
      previously authorized by the Company's Board of Directors, in each case to
      the extent set forth or contemplated by the Prospectus) and or long-term
      debt (other than accretion or scheduled repayments thereof, in each case
      to the extent set forth or contemplated by the Prospectus) of the Company
      or any of its subsidiaries, or any change, or any development related to
      the Company involving a prospective change, in or affecting the general
      affairs, management, financial position, stockholders' equity or results
      of operations of the Company and its subsidiaries, taken as a whole,
      otherwise than as set forth or contemplated in the Prospectus, the effect
      of which, in any such case described in clause (i) or (ii), is in the
      judgment of the Representatives so material and adverse as to make it
      impracticable or inadvisable to proceed with the public offering or the
      delivery of the Shares being delivered at such Time of Delivery on the
      terms and in the manner contemplated in the Prospectus;

            (h) On or after the date hereof there shall not have occurred any of
      the following: (i) a suspension or material limitation in trading in
      securities generally on the Exchange; (ii) a suspension or material
      limitation in trading in the Company's securities on the Exchange; (iii) a
      general moratorium on commercial banking activities declared by either
      Federal or New York State authorities or a material disruption in
      commercial banking or securities settlement or clearance services in the
      United States; (iv) the outbreak or escalation of hostilities involving
      the United States or the declaration by the United States of a national
      emergency or war or (v) the occurrence of any other calamity or crisis or
      any change in financial, political or economic conditions in the United
      States or elsewhere, if the effect of any such event specified in clause
      (iv) or (v) in the judgment of the Representatives makes it impracticable
      or inadvisable to proceed with the public offering or the delivery of the
      Shares on the terms and in the manner contemplated in the Prospectus;

            (i) The Shares at such Time of Delivery shall have been duly listed
      on the Exchange;

            (j) The Company has obtained and delivered to the Underwriters
      executed copies of an agreement from each of the directors and executive
      officers of the Company and certain members or entities associated with
      the Lauren family (the "Non-Selling Stockholders"), substantially to the
      effect set forth in Subsection 1(b)(iv) hereof in form and substance
      satisfactory to you;

            (k) The Company and the Selling Stockholders shall have furnished or
      caused to be furnished to you at such Time of Delivery certificates of
      officers of the Company and of the Selling Stockholders, respectively,
      reasonably satisfactory to you as to the accuracy of the representations
      and warranties of the Company and the Selling Stockholders, respectively,
      herein at and as of such Time of Delivery, as to the performance by each
      of the Company and the Selling Stockholders of all of their respective
      obligations hereunder to be performed at or prior to such Time of
      Delivery, and as to such other matters as you may reasonably request,

                                       18

      and the Company shall have furnished or caused to be furnished
      certificates as to the matters set forth in subsections (a) and (g) of
      this Section;

            (l) The Company shall have complied with the provisions of Section
      5(c) hereof with respect to the furnishing of prospectuses on the New York
      Business Day next succeeding the date of this Agreement; and

            (m) Each of the Selling Stockholders shall have delivered to the
      Underwriters certificates required by Treasury Regulation section
      1.1445-2(b)(2) in order to avoid withholding of tax under Section 1445 of
      the Internal Revenue Code of 1986, as amended.

      8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
in the Registration Statement or any amendment or supplement thereto not
misleading or to make the statements in any Preliminary Prospectus or the
Prospectus not misleading in light of the circumstances under which they were
made, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, the Registration Statement or the Prospectus
or any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through Goldman,
Sachs & Co. expressly for use therein.

      (b) Each of the Selling Stockholders will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements in the Registration Statement or any amendment or supplement
thereto not misleading or to make the statements in any Preliminary Prospectus
or the Prospectus not misleading in light of the circumstances under which they
were made, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, the Registration Statement or the Prospectus or
any such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Selling Stockholder expressly for
use therein; and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that such Selling Stockholder shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through

                                       19

Goldman, Sachs & Co. expressly for use therein; provided, further, that
the liability of such Selling Stockholder pursuant to this subsection (b) shall
not exceed the product of the number of Shares sold by such Selling Stockholder
(including any Optional Shares) and the initial public offering price as set
forth in the Prospectus.

      (c) Each Underwriter will indemnify and hold harmless the Company and each
Selling Stockholder against any losses, claims, damages or liabilities to which
the Company or such Selling Stockholder may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, the Registration
Statement or the Prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter through Goldman, Sachs & Co. expressly for use therein; and will
reimburse the Company and each Selling Stockholder for any legal or other
expenses reasonably incurred by the Company or such Selling Stockholder in
connection with investigating or defending any such action or claim as such
expenses are incurred.

      (d) Promptly after receipt by an indemnified party under subsection (a),
(b) or (c) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection, except to the extent
that such indemnifying party is prejudiced by the failure to give such notice.
In case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with a single counsel (in addition to
any local counsel) satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party. Notwithstanding anything to the contrary
contained herein, an indemnifying party will not be liable for the settlement of
any claim or action effected without its prior written consent, which consent
shall not be unreasonably withheld.

      (e) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a),
(b) or (c) above in respect of any losses, claims,

                                       20

damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other from the offering of the Shares. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (d) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Selling Stockholders on the one hand
and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company and the Selling Stockholders bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Selling Stockholders on the one hand or the Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company, each of the
Selling Stockholders and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (e) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (e). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (e), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (e) to contribute are several in proportion to
their respective underwriting obligations and not joint.

      (f) The obligations of the Company and the Selling Stockholders under this
Section 8 shall be in addition to any liability which the Company and the
respective Selling Stockholders may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company (including any person
who, with his or her consent, is named in the Registration Statement as someone
who will become a director of the Company and who becomes such a director) and
to each person, if any, who controls the Company or any Selling Stockholder
within the meaning of the Act.

                                       21

      9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Selling Stockholders shall be entiteld to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Shares on such terms. In the event that,
within the respective prescribed periods, you notify the Selling Stockholders
and the Company that you have so arranged for the purchase of such Shares, or
the Selling Stockholders notify you that they have so arranged for the purchase
of such Shares, you or the Selling Stockholders shall have the right to postpone
such Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments to the Registration Statement or
the Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.

      (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Selling
Stockholders as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one-eleventh of the aggregate
number of all the Shares to be purchased at such Time of Delivery, then the
Selling Stockholders shall have the right to require each non-defaulting
Underwriter to purchase the number of Shares which such Underwriter agreed to
purchase hereunder at such Time of Delivery and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the number
of Shares which such Underwriter agreed to purchase hereunder) of the Shares of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

      (c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Selling
Stockholders as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased exceeds one-eleventh of the aggregate number of
all of the Shares to be purchased at such Time of Delivery, or if the Selling
Stockholders shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Shares of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to the Second
Time of Delivery, the obligations of the Underwriters to purchase and of the
Selling Stockholders to sell the Optional Shares) shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter or the Company
or the Selling Stockholders, except for the expenses to be borne by the Company
and the Selling Stockholders and the Underwriters as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8 hereof; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

      10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any of the Selling Stockholders, or any officer
or director or controlling person of the Company, or any controlling person of
any Selling Stockholder, and shall survive delivery of and payment for the
Shares.

                                       22

      Anything herein to the contrary notwithstanding, the indemnity agreement
of the Company in subsection (a) of Section 8 hereof, the representations and
warranties in subsections (a)(ii) and (a)(iv) of Section 1 hereof and any
representation or warranty as to the accuracy of the Registration Statement or
the Prospectus contained in any certificate furnished by the Company pursuant to
Section 7 hereof, insofar as they may constitute a basis for indemnification for
liabilities (other than payment by the Company of expenses incurred or paid in
the successful defense of any action, suit or proceeding) arising under the Act,
shall not extend to the extent of any interest therein of a controlling person
or partner of an Underwriter who is a director, officer or controlling person of
the Company when the Registration Statement has become effective, except in each
case to the extent that an interest of such character shall have been determined
by a court of appropriate jurisdiction as not against public policy as expressed
in the Act. Unless in the opinion of counsel for the Company the matter has been
settled by controlling precedent, the Company will, if a claim for such
indemnification is asserted, submit to a court of appropriate jurisdiction the
question of whether such interest is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

      11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Selling Stockholders as provided herein, the Company will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Company and the Selling Stockholders shall then
be under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Sections 6 and 8 hereof.

      12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives; and in all dealings with any of the Selling Stockholders
hereunder, you and the Company shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of such Selling Stockholders
made or given by either of the Attorneys-in-Fact (if any) for such Selling
Stockholders.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, by
messenger or facsimile transmission to you as the representatives in care of
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention:
Registration Department; if to any Selling Stockholders shall be delivered or
sent by mail, by messenger or facsimile transmission to counsel for such Selling
Stockholders at its address set forth in Schedule II hereto; and if to the
Company shall be delivered or sent by mail, by messenger or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: Secretary; provided, however, that any notice to an
Underwriter pursuant to Section 8(d) hereof shall be delivered or sent by mail,
by messenger or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire or telex constituting such
Questionnaire, which address will be supplied to the Company or the Selling
Stockholders by you on request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

      13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and the Selling Stockholders and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of the
Company and each person who controls the

                                       23

Company, any Selling Stockholders or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. No
purchaser of any of the Shares from any Underwriter shall be deemed a successor
or assign by reason merely of such purchase.

      14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

      15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

      16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

      17. The Company and the Selling Stockholders are authorized, subject to
applicable law, to disclose any and all aspects of this potential transaction
that are necessary to support any U.S. federal income tax benefits expected to
be claimed with respect to such transaction, without the Underwriters imposing
any limitation of any kind.

      If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters, the Company and
each of the Selling Stockholders. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is pursuant to the authority set
forth in a form of Agreement among Underwriters, the form of which shall be
submitted to the Company and the Selling Stockholders for examination, upon
request, but without warranty on your part as to the authority of the signers
thereof.

                                       24

      Any person executing and delivering this Agreement as Attorney-in-Fact for
a Selling Stockholder represents by so doing that he has been duly appointed as
Attorney-in-Fact by such Selling Stockholders pursuant to a validly existing and
binding Power-of-Attorney which authorizes such Attorney-in-Fact to take such
action.

                                             Very truly yours,

                                             POLO RALPH LAUREN CORPORATION

                                             By:________________________________
                                                   Name:
                                                   Title:


                                             GS CAPITAL PARTNERS, L.P.
                                             By:  GS Advisors, L.L.C.


                                             By:________________________________
                                                   Name:
                                                   Title:

Accepted as of the date hereof:              STONE STREET FUND 1994, L.P.
Goldman, Sachs & Co.                         By:   Stone Street 1994, L.L.C.
Credit Suisse First Boston LLC
J.P. Morgan Securities LLC
UBS Securities LLC                           By:________________________________
                                                   Name:
By:____________________________________            Title:
        (Goldman, Sachs & Co.)
                                             BRIDGE STREET FUND 1994, L.P.
On behalf of each of the Underwriters        By:   Stone Street 1994, L.L.C.


                                             By:________________________________
                                                   Name:
                                                   Title:


                                       25

                                   SCHEDULE I



                                                                             NUMBER OF
                                                                             OPTIONAL
                                                                            SHARES TO BE
                                                    TOTAL NUMBER OF         PURCHASED IF
                                                      FIRM SHARES          MAXIMUM OPTION
                  UNDERWRITER                       TO BE PURCHASED          EXERCISED
                  -----------                       ---------------          ---------
                                                                     
Goldman, Sachs & Co...........................
Credit Suisse First Boston LLC
J.P. Morgan Securities Inc.
UBS Securities LLC



                                                          ---------          ---------
     Total....................................
                                                          =========          =========



                                       26

                                   SCHEDULE II



                                                                             Number of
                                                                              Optional
                                                                            Shares to be
                                                    Total Number of           Sold if
                                                      Firm Shares          Maximum Option
                                                       to be Sold            Exercised
                                                                     
The Selling Stockholder(s):
      GS Capital Partners, L.P. (a)............
      Stone Street Fund 1994, L.P. (a).........
      Bridge Street Fund 1994, L.P. (a)........
                                                          ---------          ---------
     Total....................................
                                                          =========          =========


- ---------
(a)   This Selling Stockholder is represented by _______________________ of
      Goldman, Sachs & Co., whose address is 85 Broad Street, New York, New York
      10004.


                                       27

                                  SCHEDULE III

                             PRINCIPAL SUBSIDIARIES


PRL International, Inc.

PRL USA, Inc.

Fashions Outlet of America, Inc.

PRL Trans Atlantic, Inc.

PRL European Enterprises, Inc.

Aqui Polo C.V.

Polo Hold BV

Polo Ralph Lauren Europe SARL

Polo Retail Europe Limited


                                       28

                                                                         ANNEX I

                             FORM OF COMFORT LETTER


      Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

            (i) They are independent certified public accountants with respect
      to the Company and its subsidiaries within the meaning of the Act and the
      applicable published rules and regulations thereunder;

            (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules (and, if applicable,
      financial forecasts and/or pro forma financial information) examined by
      them and included and/or incorporated by reference in the Registration
      Statement or the Prospectus comply as to form in all material respects
      with the applicable accounting requirements of the Act or the Exchange
      Act, as applicable, and the related published rules and regulations
      thereunder; and, if applicable, they have made a review in accordance with
      standards established by the American Institute of Certified Public
      Accountants of the unaudited consolidated interim financial statements,
      selected financial data, pro forma financial information, financial
      forecasts and/or condensed financial statements derived from audited
      financial statements of the Company for the periods specified in such
      letter, as indicated in their reports thereon, copies of which have been
      separately furnished to the representatives of the Underwriters (the
      "Representatives");

            (iii)They have made a review in accordance with standards
      established by the American Institute of Certified Public Accountants of
      the unaudited condensed consolidated statements of income, consolidated
      balance sheets and consolidated statements of cash flows included and/or
      incorporated by reference in the Prospectus as indicated in their reports
      thereon copies of which have been separately furnished to the
      Representatives; and on the basis of specified procedures including
      inquiries of officials of the Company who have responsibility for
      financial and accounting matters regarding whether the unaudited condensed
      consolidated financial statements referred to in paragraph (vi)(A)(i)
      below comply as to form in all material respects with the applicable
      accounting requirements of the Act and the Exchange Act and the related
      published rules and regulations, nothing came to their attention that
      caused them to believe that the unaudited condensed consolidated financial
      statements do not comply as to form in all material respects with the
      applicable accounting requirements of the Act and the Exchange Act and the
      related published rules and regulations;

            (iv) The unaudited selected financial information with respect to
      the consolidated results of operations and financial position of the
      Company for the five most recent fiscal years included in the Prospectus
      and included or incorporated by reference in Item 6 of the Company's
      Annual Report on Form 10-K for the most recent fiscal year agrees with the
      corresponding amounts (after restatement where applicable) in the audited
      consolidated financial statements for such five fiscal years which were
      included or incorporated by reference in the Company's Annual Reports on
      Form 10-K for such fiscal years;

            (v) They have compared the information in the Prospectus under
      selected captions with the disclosure requirements of Regulation S-K and
      on the basis of limited procedures specified in such letter nothing came
      to their attention as a result of the foregoing procedures that caused
      them to believe that this information does not conform in all material
      respects with the disclosure requirements of Items 301, 302, 402 and
      503(d), respectively, of Regulation S-K;

            (vi) On the basis of limited procedures, not constituting an
      examination in accordance with generally accepted auditing standards,
      consisting of a reading of the unaudited financial statements and other
      information referred to below, a reading of the latest available interim
      financial statements of the Company and its subsidiaries, inspection of
      the minute books of the Company and its subsidiaries since the date of the
      latest audited financial statements included or incorporated by reference
      in the Prospectus, inquiries of officials of the Company and its
      subsidiaries responsible for financial and accounting matters and such
      other inquiries and procedures as may be specified in such letter, nothing
      came to their attention that caused them to believe that:

                  (A) (i) the unaudited condensed consolidated statements of
            income, consolidated balance sheets and consolidated statements of
            cash flows included in the Prospectus do not comply as to form in
            all material respects with the applicable accounting requirements of
            the Act and the related published rules and regulations, or (ii) any
            material modifications should be made to the unaudited condensed
            consolidated statements of income, consolidated balance sheets and
            consolidated statements of cash flows included in the Prospectus,
            for them to be conformity with generally accepted accounting
            principles;

                  (B) any other unaudited income statement data and balance
            sheet items included in the Prospectus do not agree with the
            corresponding items in the unaudited consolidated financial
            statements from which such data and items were derived, and any such
            unaudited data and items were not determined on a basis
            substantially consistent with the basis for the corresponding
            amounts in the audited consolidated financial statements included or
            incorporated by reference in the Company's Annual Report on Form
            10-K for the most recent fiscal year;

                  (C) the unaudited financial statements which were not included
            in the Prospectus but from which were derived the unaudited
            condensed financial statements referred to in clause (A) and any
            unaudited income statement data and balance sheet items included in
            the Prospectus and referred to in clause (B) were not determined on
            a basis substantially consistent with the basis for the audited
            financial statements included or incorporated by reference in the
            Company's Annual Report on Form 10-K for the most recent fiscal
            year;

                  (D) any unaudited pro forma consolidated condensed financial
            statements included or incorporated by reference in the Prospectus
            do not comply as to form in all material respects with the
            applicable accounting requirements of the Act and the published
            rules and regulations thereunder or the pro forma adjustments have
            not been properly applied to the historical amounts in the
            compilation of those statements;

                  (E) as of a specified date not more than five days prior to
            the date of such letter, there have been any changes in the
            consolidated capital stock (other than issuances of capital stock
            upon exercise of options and stock appreciation rights, upon
            earn-outs of


                                        2

            performance shares and upon conversions of convertible securities,
            in each case which were outstanding on the date of the latest
            balance sheet included or incorporated by reference in the
            Prospectus) or any increase in the consolidated long-term debt of
            the Company and its subsidiaries, or any decreases in consolidated
            net current assets or stockholders' equity or other items specified
            by the Representatives, or any increases in any items specified by
            the Representatives, in each case as compared with amounts shown in
            the latest balance sheet included or incorporated by reference in
            the Prospectus, except in each case for changes, increases or
            decreases which the Prospectus discloses have occurred or may occur
            or which are described in such letter; and

                  (F) for the period from the date of the latest financial
            statements included or incorporated by reference in the Prospectus
            to the specified date referred to in clause (E) there were any
            decreases in consolidated net revenues or operating profit or the
            total or per share amounts of consolidated net income or other items
            specified by the Representatives, or any increases in any items
            specified by the Representatives, in each case as compared with the
            comparable period of the preceding year and with any other period of
            corresponding length specified by the Representatives, except in
            each case for increases or decreases which the Prospectus discloses
            have occurred or may occur or which are described in such letter;
            and

            (vii)In addition to the examination referred to in their report(s)
      included or incorporated by reference in the Prospectus and the limited
      procedures, inspection of minute books, inquiries and other procedures
      referred to in paragraphs (iii) and (vi) above, they have carried out
      certain specified procedures, not constituting an examination in
      accordance with generally accepted auditing standards, with respect to
      certain amounts, percentages and financial information specified by the
      Representatives which are derived from the general accounting records of
      the Company and its subsidiaries, which appear in the Prospectus or in
      Part II of, or in exhibits and schedules to, the Registration Statement
      specified by the Representatives or in documents incorporated by reference
      in the Prospectus specified by the Representatives, and have compared
      certain of such amounts, percentages and financial information with the
      accounting records of the Company and its subsidiaries and have found them
      to be in agreement.


                                       3

                                                                     ANNEX II(a)

                           Form of Paul, Weiss Opinion


                                          February __ 2004


Goldman, Sachs & Co.
Credit Suisse First Boston LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
As representatives of the underwriters
  named in Schedule 1 to the Underwriting
  Agreement described below
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004

                          Polo Ralph Lauren Corporation

Ladies and Gentlemen:

            We have acted as special counsel to Polo Ralph Lauren Corporation, a
Delaware corporation (the "Company"), in connection with the Underwriting
Agreement (the "Underwriting Agreement"), dated February __, 2004, by and among
the underwriters named in Schedule I thereto (the "Underwriters"), for whom you
are acting as representatives, the Company, and the selling stockholders listed
on Schedule II to the Underwriting Agreement, relating to the purchase on the
date hereof by the Underwriters of __________ shares of the Company's Class A
Common Stock, par value $.01 per share (the "Shares"). Capitalized terms used
herein and not otherwise defined have the respective meanings given those terms
in the Underwriting Agreement. This opinion is being furnished at the request of
the Company pursuant to Section 7(c) of the Underwriting Agreement.

            The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 (File No. 333-_____)
under the Securities Act of 1933, as amended (the "Act"). The Registration
Statement was filed on February __, 2004, and was amended by Amendment No. 1
filed on February __, 2004. Such Registration Statement at the time it became
effective under the Act, including the documents incorporated by reference
therein, is herein called the "Registration Statement." The prospectus included
as part of the Registration Statement, including the documents incorporated by
reference therein, and the final prospectus as filed pursuant to Rule 424(b)
under the Act, including the documents incorporated by reference therein, are
collectively referred to herein as the "Prospectus".

            In connection with the furnishing of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the following documents:

            (i)   The Registration Statement (including those documents
                  incorporated by

                  reference therein);

            (ii)  the Prospectus;

            (iii) the Underwriting Agreement;

            (iv)  those documents either filed as an exhibit to the Registration
                  Statement or filed as an exhibit to a document incorporated by
                  reference in the Registration Statement; and

            (v)   a specimen certificate for the Shares.

            In addition, we have examined: (i) such corporate records of the
Company as we have considered appropriate, including a copy of the Certificate
of Incorporation and By-laws of the Company certified as in effect on the date
hereof by an officer of the Company and copies of resolutions of the board of
directors of the Company certified by an officer of the Company; and (ii) such
other certificates, agreements and documents as we deemed relevant and necessary
as a basis for the opinions hereinafter expressed. We have also examined and
relied upon certificates of public officials, and certificates of, and
representations and warranties made in the Underwriting Agreement by, officers
of the Company as to certain factual matters.

            In rendering the opinions set forth below, we have assumed, without
independent investigation, that each of the parties (other than the Company, as
applicable) to the Underwriting Agreement has complied with all of its
obligations and agreements arising under such agreement and that such agreement
is enforceable against each party thereto other than the Company, the
genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as certified, photostatic, reproduced or conformed copies of
valid existing agreements or other documents, the authenticity of all such
latter documents and that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we have
examined are accurate and complete.

            Whenever we indicate that our opinion is based upon our knowledge,
our opinion is based solely on the actual knowledge of the attorneys in this
firm who are representing the Company in connection with the transactions
contemplated by the Underwriting Agreement and without any independent
verification.

            Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth herein, we are of the opinion that:

            1. The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of Delaware, with corporate power
and authority to own its properties and conduct its business as described in the
Prospectus.

            2. The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued and outstanding shares of capital stock of the
Company have been duly authorized and are validly issued, fully paid and
non-assessable; and the Shares conform in all material respects as to legal
matters to the description of the Stock contained in the Prospectus.


                                       2

            3. Based solely on our review of certificates from public officials,
the Company has been duly qualified as a foreign corporation for the transaction
of business in, and is in good standing under the laws of, the states of
California, Georgia, Illinois, Kentucky, New Jersey, New York, North Carolina,
Pennsylvania, Texas and Washington.

            4. Based solely on our review of certificates from public officials
(and, with respect to Aqui Polo C.V., based solely on the opinion of Loyens &
Loeff, Netherlands counsel), each of the Principal Subsidiaries has been duly
incorporated or organized, as the case may be, and is validly existing as a
corporation, a limited partnership or limited liability company, as applicable,
in good standing under the laws of its jurisdiction of incorporation or
organization; and all of the issued and outstanding shares of capital stock,
partnership interests, membership interests or other equity interests, as
applicable, of each such Principal Subsidiary have been duly authorized and
validly issued, and, in the case of the Principal Subsidiaries other than Aqui
Polo C.V., are fully paid and non-assessable (in the case of Aqui Polo C.V., the
commitment obligations associated with the equity interests have been
fulfilled), and (except for directors' qualifying shares) are owned of record
directly or indirectly by the Company, and, to our knowledge are owned free and
clear of all liens, encumbrances or claims other than those as may have been
created by pledges to lenders under certain of the Company's credit agreements.

            5. To our knowledge and other than as set forth in the Prospectus,
there are no legal or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any property of the Company or
any of its subsidiaries is the subject which, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate
reasonably be expected to have a material adverse effect on the current or
future consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries; and, to our knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

            6.    The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.

            7. The compliance by the Company with all of the provisions of the
Underwriting Agreement and the performance by the Company of its obligations
thereunder (i) will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument and
which is either filed as an exhibit to the Registration Statement or filed as an
exhibit to a document incorporated by reference in the Registration Statement,
(ii) will not result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any Applicable Law, or (iii) to our
knowledge, based solely on an officer's certificate from an officer of the
Company and without independent inquiry, any order applicable to the Company or
any of its Principal Subsidiaries. As used in this letter, "Applicable Law"
shall mean the federal laws of the United States, the laws of the State of New
York and the General Corporation Law of the State of Delaware, in each case
which, in our experience, are normally applicable to transactions of the type
contemplated by the Underwriting Agreement.

            8. Based on our review of Applicable Law, but without any
investigation concerning any other laws, rules or regulations, no consent,
approval, authorization, order of, or registration or qualification with any
United States federal, New York or Delaware court or


                                       3

governmental agency or body is required for the performance by the Company of
its obligations under the Underwriting Agreement, except the registration under
the Act (which has been obtained) or under state securities or Blue Sky laws of
the Shares.

            9. The description of the Company's capital stock included or
incorporated by reference in the Prospectus insofar as it purports to constitute
a summary of the terms of the Stock is accurate and fair in all material
respects.

            10. The Company is not required to register as an "investment
company" under the Investment Company Act and the rules and regulations
promulgated thereunder.

                                      * * *


            Each document incorporated by reference in the Prospectus or any
further amendment or supplement thereto made by the Company prior to the Time of
Delivery (other than the financial statements, financial statements schedules
and other financial data included in or omitted therefrom and related schedules
therein, as to which we need express no belief), when it became effective or was
filed with the Commission, as the case may be, appears on its face to be
appropriately responsive in all material respects with the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder;
assuming that the statements made in such documents are complete and correct.

            Each of the Registration Statement and the Prospectus as of their
respective effective or issue dates and any further amendments and supplements
thereto made by the Company prior to the Time of Delivery (other than the
financial statements, financial statement schedules and other financial data
included in or omitted therefrom and related schedules therein, as to which we
express no belief) appears on its face to be appropriately responsive in all
material respects to the requirements of the Act and the rules and regulations
thereunder; although we do not assume any responsibility for the accuracy or
fairness of the statements contained in the Registration Statement or the
Prospectus, except for those referred to in this opinion in paragraph 9 above.

                                      * * *

            In connection with the preparation of the Registration Statement and
the Prospectus, we have participated in conferences with directors, officers and
other representatives of the Company, representatives of various of the Selling
Stockholders, representatives of the independent auditors for the Company,
representatives of the Underwriters and representatives of counsel for the
Underwriters, at which conferences the contents of the Registration Statement,
the Prospectus, the documents incorporated by reference prepared by the Company
and related matters were discussed and, on the basis of such participation
(relying as to various questions of fact relevant to the opinion expressed
herein upon the representations and statements of officers and other
representatives of the Company) but without independent verification of the
accuracy, completeness, or fairness of the statements contained in the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
no facts have come to our attention which have caused us to believe that (a) the
Registration Statement or any amendment thereto made by the Company prior to the
Time of Delivery (except for the financial statements, financial statement
schedules and other financial data included in or incorporated by reference or
omitted therefrom, as to which we need express no belief),


                                       4

at the time the Registration Statement became effective and on the date of this
opinion, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (b) the Prospectus or any amendment or supplement
thereto made by the Company prior to the Time of Delivery (except for the
financial statements, financial statement schedules and other financial data
included or incorporated by reference or omitted therefrom, as to which we need
express no belief), at the time the Prospectus was issued and on the date of
this opinion, contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and we do not know
of any amendment to the Registration Statement required to be filed or of any
contracts or other documents of a character required to be filed as an exhibit
to the Registration Statement or required to be described in the Registration
Statement or the Prospectus which are not filed or described as required.

            We have been advised orally by the staff of the Commission that the
Registration Statement was declared effective under the Act at __ p.m. on
February __, 2004 and that no stop order suspending the effectiveness of the
Registration Statement had been issued and to our knowledge no proceedings for
that purpose have been initiated or are pending or are threatened by the
Commission.

            The opinions expressed herein are limited to the laws of the State
of New York, the General Corporation Law of the State of Delaware and the
federal laws of the United States. Our opinions are rendered only with respect
to the laws, and the rules, regulations and orders thereunder, that are
currently in effect. Please be advised that no member of this firm is admitted
to practice in the State of Delaware. This letter is furnished by us solely for
your benefit in connection with the transactions referred to in the Underwriting
Agreement and may not be circulated to, or relied upon by, any other person
without our prior written consent.

                                Very truly yours,


                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP


                                       5

                                                                     ANNEX II(b)

                     Form of Greenberg Traurig, LLP Opinion


                                          February __, 2004
Goldman, Sachs & Co.
Credit Suisse First Boston LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
   As Representative of the several
   Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

            Re:   Polo Ralph Lauren Corporation
                  Secondary Offering


Ladies and Gentlemen:

            We are trademark counsel to Polo Ralph Lauren Corporation (the
"Company") and have been asked to deliver this opinion in connection with the
underwriting agreement dated as of February __, 2004 (the "Underwriting
Agreement"), among the Company, Goldman, Sachs & Co., Credit Suisse First Boston
LLC, J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of
the several underwriters (the "Underwriters") named in Schedule I thereto and
the stockholders of the Company listed in Schedule II thereto (the "Selling
Stockholders") in connection with the underwritten public offering of up to
__________ shares (the "Shares") of Class A common stock, par value $.01 per
share (the "Class A Common Stock"), of the Company, of which __________ shares
of Class A Common Stock are subject to over-allotment options. This opinion is
delivered to you pursuant to Section 7(d) of the Underwriting Agreement. All
capitalized terms used herein that are defined in the Underwriting Agreement
have the meanings assigned to such terms therein unless defined herein. Unless
otherwise defined herein the terms defined in the Underwriting Agreement and
used herein are used as defined in the Underwriting Agreement.

            We have represented the Company since 1978 in connection with most,
although not all, of its trademark related matters. In connection with the
preparation and delivery of this opinion, we have reviewed the records of our
firm and have discussed certain matters with representatives of the Company, but
have not conducted any independent investigations into the matters set forth
herein.

            We have also considered such matters of the United States Trademark
Law as we have deemed necessary or appropriate as a basis of our opinion set
forth herein. Except for the above described documents, we have not reviewed any
documents or agreements ("Other Documents or Agreements") entered into or to be
entered into in connection with the Underwriting Agreement, nor have we
participated in the negotiations among said parties in connection with either
the Underwriting Agreement or the Other Documents or Agreements, and our opinion
is expressly made subject to any relevant provisions which may be contained in
said Other Documents or Agreements.

            Based on the foregoing, we are of the opinion that:

            1.    Except as disclosed in the Prospectus, the Company and its
                  subsidiaries together own or have rights to use the trademarks
                  POLO, RALPH LAUREN and CHAPS/RALPH LAUREN (the "Principal
                  Trademarks") in their businesses as described in the
                  Prospectus, without any conflict known to us with any
                  intellectual property rights of third parties that would,
                  individually or in the aggregate, have a material adverse
                  effect on the current or future consolidated financial
                  position, stockholders' equity or results of operations of the
                  Company and its subsidiaries in the United States.

            2.    To our knowledge, there is no infringement in the United
                  States by others of the Principal Trademarks that would,
                  individually or in the aggregate, have a material adverse
                  effect on the current or future consolidated financial
                  position, stockholders' equity or results of operations of the
                  Company and its subsidiaries.

            This opinion has been prepared for use by the Underwriters and may
not be relied upon, or published or released in any manner or submitted to any
other party without our prior written consent.

            This opinion is limited by the qualifications set forth above.

                                    Very truly yours,

                                    GREENBERG TRAURIG, LLP

                                                                     ANNEX II(c)

                      Form of [___________________] Opinion

Goldman, Sachs & Co.
Credit Suisse First Boston LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
   as Representatives of the several Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004


Ladies and Gentlemen:

      I am an Assistant General Counsel of Goldman, Sachs & Co. (collectively
with its affiliates, "Goldman Sachs"), a limited partnership formed under the
Revised Limited Partnership Act of the State of New York. This opinion is being
delivered to you pursuant to Section 7(e) of the Underwriting Agreement, dated
February __, 2004 (the "Underwriting Agreement"), among the Polo Ralph Lauren
Corporation (the "Company"), the several Underwriters named in Schedule I
thereto (the "Underwriters") and the Selling Stockholders (as defined below).

      For purposes of this letter, the term "Selling Stockholders" means GS
Capital Partners, L.P. ("GSCP"), Stone Street Fund 1994, L.P. ("Stone Street")
and Bridge Street Fund 1994, L.P. ("Bridge Street"), each a limited partnership
formed under the Revised Uniform Limited Partnership Act of the State of
Delaware (the "DRULPA"). The general partner of GSCP is GS Advisors, L.L.C., a
limited liability company formed under the Delaware Limited Liability Company
Act (the "DLLCA") that is wholly-owned by The Goldman Sachs Group, Inc. ("GS
Group"). The general partner of Stone Street and the managing general partner of
Bridge Street is Stone Street 1994, L.L.C., a limited liability company formed
under the DLLCA that is wholly owned by GS Group. Goldman, Sachs & Co. is wholly
owned by GS Group.

      All capitalized terms used herein that are defined in the Underwriting
Agreement have the meanings assigned to such terms therein unless defined
herein. As used herein, "Applicable Law" means the federal laws of the United
States and the laws of the State of New York known by me to be applicable to the
Selling Stockholders, and the DRULPA and the DLLCA. With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on my part except to the extent
otherwise expressly stated, and I express no opinion with respect to the subject
matter or accuracy of such assumptions or items relied upon.

      I have examined the originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as I have
deemed relevant or necessary as the basis for the opinions hereinafter
expressed, including, without limitation, the Underwriting Agreement. I have
examined only such documents as were supplied to us by the Selling Stockholders.
In all such examinations, I have assumed that all persons executing documents
have the legal capacity to execute and deliver those documents. In all such
examinations, I have assumed the genuineness of all signatures on original or
certified copies and the

conformity to original or certified copies of all copies submitted to me as
confirmed or reproduction copies.

      As to various questions of fact relevant to such opinion, I have relied
upon, and assumed the accuracy of, the statements made in the certificate
attached hereto as Annex A, the representations and warranties of the Company
and each Selling Stockholder contained in the Underwriting Agreement and
certificates and oral or written statements and other information of or from
public officials, officers or representatives of Goldman Sachs or the Company,
the Selling Stockholders and others, and have assumed compliance on the part of
all parties to the Underwriting Agreement with the covenants and agreements
contained therein. In addition, I have considered such questions of law and
other matters as I have considered necessary or appropriate for the purposes of
the opinions hereinafter expressed.

      Whenever my opinion is qualified by the phrase "to my knowledge," or
similar language, it is intended to indicate that during the course of
representing the Selling Stockholders no information has come to my attention
which has given me actual knowledge of the facts or circumstances referred to.

      Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, I am of the opinion that:

      (i) The Underwriting Agreement has been duly authorized, executed and
delivered by or on behalf of each Selling Stockholder. To my knowledge, the sale
of the Shares being sold by each Selling Stockholder on the date hereof will not
conflict with or result in a breach or violation of any terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument known to me to which such
Selling Stockholder is a party or by which such Selling Stockholder is bound or
to which any of the property or assets of such Selling Stockholder is subject
(except as has been duly waived); nor will such action result in any violation
of (i) the Agreement of Limited Partnership of such Selling Stockholder, as such
may have been amended as of the date hereof, (ii) any Applicable Law (except
that I express no opinion as to the federal securities laws of the United States
of America, the securities or Blue Sky laws of the various states of the United
States of America or any foreign securities laws in connection with the offer
and sale of the Shares), or (iii) any order known to me of any court or
governmental agency or body of the United States of America or the State of New
York having jurisdiction over such Selling Stockholder or the property of such
Selling Stockholder to which such Selling Stockholder is bound.

      (ii) To my knowledge, no consent, approval, authorization or order of any
court or governmental agency or body of the United States of America or the
State of New York known to me to be applicable to such Selling Stockholder is
required for the sale of the Shares being sold by each Selling Stockholder on
the date hereof, except that I express no opinion as to the federal securities
laws of the United States of America, the securities or Blue Sky laws of the
various states of the United States of America or any foreign securities laws in
connection with the purchase and distribution of such Shares by the
Underwriters, as the case may be.

      (iii) Upon payment for the Shares and the delivery to The Depository Trust
Company ("DTC") of such Shares registered in the name of Cede & Co. and the
crediting of such Shares to the Underwriters' accounts with DTC, the
Underwriters will acquire a valid security entitlement with respect to the
Shares, and no action based on an adverse claim may be asserted against the
Underwriters with respect to such security entitlement (assuming that the
Underwriters are without notice of any such adverse claim).

      The opinions expressed herein are limited to the federal laws of the
United States of America, the laws of the State of New York and, to the extent
required by the opinions expressed herein, the DRULPA and the DLLCA. The opinion
expressed in paragraph (iii) above is limited solely to (and terms are used
therein as defined in) Article 8 of the Uniform Commercial Code as currently in
effect in the State of New York. I express no opinion regarding (1) the effect
of any rule adopted by a clearing corporation governing the rights and
obligations among such clearing corporation and the participants in such
clearing corporation, (2) the effect of a bankruptcy, insolvency, receivership,
conservatorship or similar event with respect to a securities intermediary, or
(3) the nature or extent of any securities intermediary's right, title or
interest in or to any of the assets underlying the security entitlements.

      The opinions set forth herein are solely for your benefit in connection
with the Underwriting Agreement and may not be relied upon in any manner or by
any other person and may not be quoted in whole or in part without my prior
written consent.


                                          Very truly yours,



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



                                                                    EXHIBIT 5.1

                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                          1285 Avenue of the Americas
                            New York, New York 10019

                                          February 19, 2004

Polo Ralph Lauren Corporation
650 Madison Avenue
New York, N.Y. 10022

                         Polo Ralph Lauren Corporation.
                       Registration Statement on Form S-3
                        (Registration No. 333 - 112730)
                       ----------------------------------

Ladies and Gentlemen:

     In connection with the above referenced Registration Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations under the Act (the "Rules"), you have asked us to furnish our
opinion as to the legality of 9,192,156 shares of the Company's Class A common
stock, par value $0.01 per share (the "Common Stock"), and an additional
1,378,823 shares of the Common Stock (subject to the exercise of the
underwriters' over-allotment option) to be sold for the account of certain
selling shareholders (the "Selling Shareholders") described in the Registration
Statement. The Common Stock to be sold (the "Shareholder Shares") in the
offering contemplated by the Registration Statement (the "Offering") will
consist of shares which will be issued upon conversion from Class C common stock
of the Company, par value $0.01 per share (the "Class C Shares"), immediately
prior to the Offering.


     In connection with furnishing this opinion, we have reviewed the
Registration Statement, the form of the Underwriting Agreement included as
Exhibit 1.1 to the Registration Statement (the "Underwriting Agreement"), and
originals or copies certified or otherwise identified to our satisfaction, of
(i) the Company's Amended and Restated Certificate of Incorporation, (ii) the
Company's Amended and Restated By-laws (each of items (i) and (ii) as in effect
today), (iii) the Stockholders Agreement, dated June 9, 1997, among the Company,
each of the Selling Shareholders and the other signatories thereto and (iv) the
records of certain of the Company's corporate proceedings.

     We also have examined and relied upon representations as to factual matters
both expressed and implied contained in certificates of officers of the Company
and the Selling Shareholders, and have made those other investigations of fact
and law and have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of those documents, records,
certificates or other instruments, and upon factual information otherwise
supplied to us, as in our judgment are necessary or appropriate to render the
opinions expressed below.

     In addition, we have assumed that the Selling Shareholders will duly
deliver their Class C Shares to the Company with a request that such Class C
Shares be converted into Common Stock in accordance with the Company's Amended
and Restated Certificate of Incorporation, the genuineness of all signatures, as
well as the authenticity of all documents submitted to us as originals, the
conformity of original documents to all



documents submitted to us as certified, photostatic, reproduced or conformed
copies, the authenticity of all the latter documents reviewed by us and the
legal capacity of all individuals who have executed any of the documents
reviewed by us.

     Based upon the above, and subject to the stated assumptions, exceptions and
qualifications, we are of the opinion that the Shareholder Shares will be
validly issued, fully paid and nonassessable.

     Our opinions expressed above are limited to the General Corporation Law of
the State of Delaware. Our opinion is rendered only with respect to laws, and
the rules, regulations and orders under them, which are currently in effect.

     We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" contained
in the prospectus and incorporated into the Registration Statement. In giving
this consent, we do not admit that we come within the category of persons whose
consent is required by the Act or the Rules.

                                Very truly yours,

                                /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
                                PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

CONSENT OF DELOITTE & TOUCHE LLP

Exhibit 23.2

We consent to the incorporation by reference in Amendment No. 1 to Registration Statement No. 333-112730 of Polo Ralph Lauren Corporation on Form S-3 of our report dated May 20, 2003 (except as to Note 20 which is June 3, 2003), which contains an unqualified opinion and includes explanatory paragraphs relating to a change in its method of accounting for goodwill and other intangible assets and the elimination of the reporting lag for certain of its subsidiaries, appearing in the Annual Report on Form 10-K of Polo Ralph Lauren Corporation for the year ended March 29, 2003 and to the reference to us under the heading “Experts” in the prospectus, which is part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

New York, NY
February 19, 2004