UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  December 16, 2011 (December 15, 2011)

    LIZ CLAIBORNE, INC.    

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (212) 354-4900

(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:

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

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

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

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

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.

On December 15, 2011, Liz Claiborne, Inc. (the “Company”) entered into an agreement with a holder of $20.8 million aggregate principal amount of the Company’s 6.0% Convertible Senior Notes due 2014 (the “Convertible Notes”), pursuant to which the holder agreed to convert all of such outstanding Convertible Notes into 6,163,221 shares of the Company’s common stock. The Company will pay accrued interest on the holder’s Convertible Notes through the settlement date in cash. The transaction is expected to close on December 21, 2011. The issuance of the shares of the Company’s common stock will be exempt from any registration requirements under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) of the Securities Act.

SIGNATURE

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.