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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported)    JUNE 15, 2006


                          POLO RALPH LAUREN CORPORATION
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             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
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                 (State or Other Jurisdiction of Incorporation)


         001-13057                                    13-2622036
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    (Commission File Number)               (IRS Employer Identification No.)


  650 MADISON AVENUE, NEW YORK, NEW YORK                          10022
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 (Address of Principal Executive Offices)                      (Zip Code)

                                 (212) 318-7000
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              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
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          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ESTABLISHMENT  OF  PERFORMANCE  CRITERIA  UNDER THE EXECUTIVE  OFFICER  ANNUAL
INCENTIVE PLAN AND THE 1997 LONG-TERM STOCK INCENTIVE PLAN GRANTS


        On June 15, 2006, the Compensation  Committee of the Board of Directors
of Polo Ralph Lauren  Corporation  (the  "Company")  (i)  approved  performance
measures  and goals  applicable  to the  payment of bonuses for the fiscal year
ending March 31, 2007 under the Company's  Executive  Officer Annual  Incentive
Plan, as amended and restated (the "Cash Plan"), and the vesting of performance
vesting  restricted  stock units granted on that date under the Company's  1997
Long-Term Stock Incentive Plan, as amended and restated (the "Stock Plan"), and
(ii)  selected the following  executive  officers as  participants  under these
plans:  Ralph Lauren,  Chairman and Chief  Executive  Officer,  Roger N. Farah,
President  and  Chief  Operating  Officer,  Jackwyn  Nemerov,   Executive  Vice
President, Tracey T. Travis, Senior Vice President and Chief Financial Officer,
and Mitchell A. Kosh, Senior Vice President, Human Resources and Legal.

        The performance measure selected by the Compensation  Committee for the
Cash Plan is  income  before  income  taxes,  and the  bonuses  payable  to the
executive  officers  participating in the Cash Plan, other than Mr. Lauren, are
subject to an up to 10% upward or downward  adjustment based on Company expense
control  during  fiscal 2007, in each case subject to adjustment to exclude the
effect of  certain  events  and  transactions  as  permitted  by the Cash Plan.
Achievement of the targeted  performance  goals would result in bonuses for Mr.
Lauren,  Mr. Farah, Ms. Nemerov,  Ms. Travis and Mr. Kosh of $11 million,  $1.8
million,  $900,000,  $312,500 and $300,000,  respectively.  The maximum bonuses
achievable  by Mr.  Lauren  and,  subject  to the  potential  up to 10%  upward
adjustment, Mr. Farah, Ms. Nemerov, Ms. Travis and Mr. Kosh under the Cash Plan
if the  performance  goals are exceeded are $16.5 million,  $2.7 million,  $1.8
million,  $625,000  and  $600,000,  respectively,  with the actual  amount paid
determined by reference to the amount,  if any, by which the performance  goals
are exceeded.

        The Compensation Committee granted performance vesting restricted stock
units with two different  performance  measures to certain  participants in the
Stock Plan.  For the units  vesting in their  entirety  based on the  Company's
aggregate  performance for the  three-fiscal  year period ending March 28, 2009
(the "Cliff Vesting  Units"),  the performance  measure selected is net income.
For  the  units  vesting  in  three  equal  tranches  based  on  the  Company's
performance in each of the fiscal years in the three-fiscal  year period ending
March 28, 2009 (the "Pro Rata  Units"),  the  performance  measure  selected is
income before income taxes. The Compensation  Committee  adopted  aggregate net
income  goals for the  three-fiscal  year  period  ending  March  28,  2009 for
purposes  of the Cliff  Vesting  Units and income  before  income tax goals for
fiscal 2007 for  purposes of the Pro Rata Units.  In each case,  the  Company's
performance  is subject to adjustment  to exclude the effect of certain  events
and transactions as permitted by the Stock Plan.

        Achievement  of the  targeted  net  income  performance  goals  for the
three-fiscal  year period  ending on March 28, 2009 would result in the vesting
of 187,500,  19,775,  4,720 and 3,690 Cliff Vesting Units granted to Mr. Farah,
Ms. Nemerov, Ms. Travis and Mr. Kosh,  respectively.  The number of shares that
may be received in respect of the Cliff Vesting  Units granted to Ms.  Nemerov,
Ms. Travis and Mr. Kosh, if the performance goals are exceeded, may equal to up
to 150% of the number of units  granted to them.  Achievement  of the  targeted
income  before  income tax goals for each  fiscal year in the three year period
ending March 28, 2009 would result in the vesting of 7,515, 1,800 and 1,410 Pro
Rata Units granted to Ms. Nemerov, Ms. Travis and Mr. Kosh,  respectively.  Mr.
Farah was not granted any Pro Rata Units.  Each unit that vests is payable in a
share of the Company's Class A Common Stock, par value $0.01.





                                   SIGNATURES

        Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       POLO RALPH LAUREN CORPORATION



Date:  June 22, 2006                   By: /s/ Mitchell A. Kosh
                                           ------------------------------
                                           Name:  Mitchell A. Kosh
                                           Title: Senior Vice President, Human
                                                  Resources and Legal