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                                                                 [EXHIBIT 10.31]

                            THE WARNACO GROUP, INC.
                   1998 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

1. PURPOSE.

     The purpose of The Warnaco Group, Inc. 1998 Stock Plan for Non-Employee
Directors (the 'Plan') is to promote the interests of The Warnaco Group, Inc.
(the 'Company') and its stockholders by increasing the proprietary and vested
interest of non-employee directors in the growth and performance of the Company
by granting such directors options to purchase shares of Class A Common Stock,
par value $.01 per share (the 'Shares'), of the Company.

2. ADMINISTRATION.

     The Plan shall be administered by the Company's Board of Directors (the
'Board'). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations necessary
or advisable for the administration of the Plan; provided, however, that the
Board shall have no discretion with respect to the selection of directors to
receive options, the number of Shares subject to any such options, the purchase
price thereunder or the timing of grants of options under the Plan. The
determinations of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The Secretary of the Company shall be
authorized to implement the Plan in accordance with its terms and to take such
actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes thereof. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware.

3. ELIGIBILITY.

     The Class of individuals eligible to receive grants of options under the
Plan shall be directors of the Company who are not employees of the Company or
its affiliates and who are 'non-employee directors' of the Company, within the
meaning of Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of
1934, as amended (the 'Exchange Act') (such directors, 'Eligible Directors').
Any holder of an option granted hereunder shall hereinafter be referred to as a
'Participant.'
 
4. SHARES SUBJECT TO THE PLAN.
 
     Subject to adjustment as provided in Section 6, an aggregate of 400,000
Shares shall be available for issuance upon the exercise of options granted
under the Plan. During the term of the Plan, the Board may at any time increase
the maximum aggregate number of Shares available for issuance upon the exercise
of options granted under the Plan. The Shares deliverable upon the exercise of
options shall be made available from treasury Shares. If any option granted
under the Plan shall terminate for any reason without having been exercised, the
Shares subject to, but not delivered under, such option shall be available for
other options. In the event that (i) any option granted under the Plan is
exercised through the delivery of Shares or (ii) a Participant shall deliver
Shares in satisfaction of any withholding obligation relating to any option
granted under the Plan, the number of Shares available for issuance upon the
exercise of options shall be increased by the number of Shares surrendered, to
the extent permissible under Rule 16b-3 promulgated under the Exchange Act.
 
5. GRANT, TERMS AND CONDITIONS OF OPTIONS.
 
     (a) Upon the first election or appointment of any such individual to the
Board, each newly elected Eligible Director will be granted an option to
purchase 30,000 Shares.
 
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     (b) Immediately following each Annual Shareholders Meeting, commencing with
the Annual Shareholders Meeting in 1998, each Eligible Director will be granted
an option to purchase 20,000 Shares as of the date of such meeting.
 
     (c) The options granted will be nonstatutory stock options not intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the
'Code') and shall have the following terms and conditions:
 
          (i) Price. The purchase price per Share deliverable upon the exercise
     of each option shall be 100% of the Fair Market Value per Share on the day
     immediately preceding the date the stock option is granted. For purposes of
     this Plan, Fair Market Value shall be the closing per Share sales price as
     reported for consolidated trading of issues listed on the New York Stock
     Exchange on the date in question, or, if the Shares shall not have traded
     on such date, the closing per Share sales price on the first date prior
     thereto on which the Shares were so traded.
 
          (ii) Payment. Options may be exercised only upon payment of the
     purchase price thereof in full. Such payment shall be made in cash or,
     unless otherwise determined by the Board, in Shares, which shall have a
     Fair Market Value (determined in accordance with the rules of paragraph
     (i) above) at least equal to the aggregate exercise price of the Shares
     being purchased, or a combination of cash and Shares.
 
          (iii) Exercisability and Term of Options. Options shall be exercisable
     in whole or in part at all times during the period beginning on the date of
     grant until the earlier of ten years from the date of grant and the
     expiration of the one year period provided in paragraph (iv) below.
 
          (iv) Termination of Service as Eligible Director. Except as otherwise
     provided by the Board, upon termination of a Participant's service as a
     Director for any reason, all outstanding options shall be exercisable in
     whole or in part for a period of one year from the date upon which the
     Participant ceases to be a Director, provided that in no event shall the
     options be exercisable after the tenth anniversary of the date of grant.
 
          (v) Nontransferability of Options. No option may be assigned,
     alienated, pledged, attached, sold or otherwise transferred or encumbered
     by a Participant otherwise than by will or the laws of
     descent and distribution, and during the lifetime of the Participant to
     whom an option is granted it may be exercised only by the Participant or by
     the Participant's guardian or legal representative. Notwithstanding the
     foregoing, options may be transferred pursuant to a qualified domestic
     relations order.
 
          (vi) Listing and Registration. Each option shall be subject to the
     requirement that if at any time the Board shall determine, in its
     discretion, that the listing, registration or qualification of the Shares
     subject to such option upon any securities exchange or under any state or
     federal law, or the consent or approval of any governmental regulatory
     body, is necessary or desirable as a condition of, or in connection with,
     the granting of such option or the issue or purchase of Shares thereunder,
     no such option may be exercised in whole or in part unless such listing,
     registration, qualification, consent or approval shall have been effected
     or obtained free of any condition not acceptable to the Board.
 
          (vii) Option Agreement. Each option granted hereunder shall be
     evidenced by an agreement with the Company which shall contain the terms
     and provisions set forth herein and shall otherwise be consistent with the
     provisions of the Plan.
 
          (viii) Restoration Options. In the event that any Participant delivers
     Shares in payment of the exercise price of any option granted hereunder,
     the Committee shall have the authority to grant or provide for the
     automatic grant of a 'Restoration Option' (as herein defined) to such
     Participant, subject to Section 4. The grant of a Restoration Option shall
     be subject to the satisfaction of such conditions or criteria as the
     Committee in its sole discretion shall establish from time to time. A
     Restoration Option shall entitle the holder thereof to purchase a number of
     Shares equal to the number of such Shares so delivered upon exercise of the
     original Option and, in the discretion of the Committee, the number of
     Shares, if any, tendered to the Company to satisfy any withholding tax
     liability arising in connection with the exercise of the original Option. A
     Restoration Option shall have a per share exercise price of not less than
     100% of the per Share Fair Market Value on
 
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     the date of grant of such Restoration Option, a term not longer than the
     remaining term of the original Option at the time of exercise thereof, and
     such other terms and conditions as the Committee in its sole discretion
     shall determine.
 
6. ADJUSTMENT OF AND CHANGES IN SHARES.
 
     In the event of a stock split, stock dividend, subdivision or combination
of the Shares or other change in corporate structure affecting the Shares, the
number of Shares authorized by the Plan and the number of Shares subject to
options to be granted pursuant to Sections 5(a) and 5(b) shall be increased or
decreased proportionately, as the case may be, and the number of Shares subject
to any outstanding option shall be increased or decreased proportionately, as
the case may be, with appropriate corresponding adjustment in the purchase price
per Share thereunder.
 
7. NO RIGHTS OF STOCKHOLDERS.
 
     Neither a Participant nor a Participant's legal representative shall be, or
have any of the rights and privileges of, a stockholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been issued.
 
8. PLAN AMENDMENTS.
 
     The Board may amend, alter, suspend, discontinue, or terminate the Plan or
any portion thereof at any time; provided that no such amendment, alteration,
suspension, discontinuation or termination shall be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement, including for these purposes any approval requirement which is a
prerequisite for exemptive relief from Section 16(b) of the Exchange Act for
which or with which the Board deems it necessary or desirable to qualify or
comply.

9. EFFECTIVE DATE AND DURATION OF PLAN.

     The Plan shall become effective on May 8, 1998. The Plan shall terminate
upon approval by the Board of a resolution to so terminate the Plan.

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