Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LAUREN RALPH
   2. Issuer Name and Ticker or Trading Symbol
POLO RALPH LAUREN CORP [RL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
650 MADISON AVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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
Class B Common Stock (1) 12/17/2008   J(2)     278,601   (1)   (1) Class A Common Stock 278,601 $ 0 10,477,570 I By RL Holding LP
Class B Common Stock (1) 12/17/2008   J(2)   2,786     (1)   (1) Class A Common Stock 2,786 $ 0 29,058 I By RL Holding Group, Inc.
Class B Common Stock (1) 12/17/2008   J(2)   273,042     (1)   (1) Class A Common Stock 273,042 $ 0 1,830,545 I By RL Family LP
Class B Common Stock (1) 12/17/2008   J(2)     273,042   (1)   (1) Class A Common Stock 273,042 $ 0 1,557,503 I By RL Family LP
Class B Common Stock (1) 12/17/2008   J(2)   273,042     (1)   (1) Class A Common Stock 273,042 $ 0 18,769,227 (3) D  
Class B Common Stock (1) 12/17/2008   J(2)   2,773     (1)   (1) Class A Common Stock 2,773 $ 0 18,772,000 (3) D  
Class B Common Stock (1)               (1)   (1) Class A Common Stock 7,783,150   7,783,150 (3) I By GRATs
Class B Common Stock (1)               (1)   (1) Class A Common Stock 3,183,862   3,183,862 (4) I By Wife's GRATs

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAUREN RALPH
650 MADISON AVE
NEW YORK, NY 10022		   X   X   Chairman & CEO  

Signatures

 Yen D. Chu, Attorney-in-Fact   12/19/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Class B Common Stock is immediately convertible on a one-for-one basis into a share of Class A Common Stock.
(2) Reflects a distribution of shares of Class B Common Stock from RL Holding, L.P., a Delaware limited partnership, to each of RL Family L.P., a Delaware limited partnership, RL Holding Group, Inc., a Delaware corporation, and the reporting person. The portion of such shares distributed to RL Family, L.P. were subsequently distributed to the reporting person.
(3) Reflects a distribution to the reporting person of 875,732 shares of Class B Common Stock on December 17, 2008 from grantor retained annuity trusts of which the reporting person is a trustee.
(4) Reflects a contribution from the reporting person's wife of 819,096 shares of Class B Common Stock on May 28, 2008 to grantor retained annuity trusts of the reporting person's wife, of which she is a trustee.

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