FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TWORECKE FRANK
2. Issuer Name and Ticker or Trading Symbol

WARNACO GROUP INC /DE/ [ WRNC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Group President, Sportswear
(Last)          (First)          (Middle)

C/O THE WARNACO GROUP, INC., 501 SEVENTH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2008
(Street)

NEW YORK, NY 10018
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   3/5/2008     A    3175   (1) A   (2) 74418   D    
Common Stock, par value $0.01 per share                  4520   (3) I   By 401(k) Plan  
Common Stock, par value $0.01 per share                  3000   I   By Children  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Restricted stock vests 50% on the earlier of (i) Reporting Person's 62nd birthday or (ii) upon the Reporting Person's obtaining 15 years of employment as an executive officer of the Company from February 4, 2003 ("Vesting Service"); and 100% on the earliest of (i) Reporting Person's 65th birthday, (ii) the tenth anniversary of the date of grant or (iii) the Reporting Person's obtaining 20 years of Vesting Service.
( 2)  Not applicable - grant of restricted stock
( 3)  Reflects the shares of Common Stock of the Issuer that the Reporting Person indirectly owned through his 401(k) plan as of March 5, 2008. The number of shares listed in Column 5 is comprised of (i) 2,895 shares acquired pursuant to a discretionary intra-fund transfer initiated on July 18, 2006, and (ii) 1,625 shares acquired through routine non-discretionary purchases made after July 18, 2006 through March 5, 2008 in accordance with an investment election made by the Reporting Person on July 18, 2006.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TWORECKE FRANK
C/O THE WARNACO GROUP, INC.
501 SEVENTH AVENUE
NEW YORK, NY 10018


Group President, Sportswear

Signatures
/s/ Ericka Alford as Attorney-in-Fact for Frank Tworecke 3/7/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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