SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule 13G

Amendment No.2

Under the Securities Exchange Act of 1934

Victoria Creations Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

92624D104
(CUSIP Number)

Check the following box if a fee is being paid with this
statement.
(  )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be
subject to all other provisions of the Act.



CUSIP No.
92624D104

1)  Names of Reporting Person

Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325


2)  Check the Appropriate box if a Member of a Group

(a)  ( X ) Sole
(b)  (   ) Joint Filing


3)  SEC Use Only


4)  Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned
by Each Reporting Person With:

    5)  Sole Voting Power
        212,693

    6)  Shared Voting Power
        -0-

    7)  Sole Dispositive Power
        212,693

    8)  Shared Dispositive Power
        9,000

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        221,693

10)  Check if the Aggregate Amount in Row (9) Excludes Certain
Shares

(___)

11)  Percent of Class Represented by Amount in Row 9

     2.95%



12)  Type of Reporting Person

HC/CO

Item 1(a).  Name of Issuer: Victoria Creations Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:

            101 E. 52nd Street
            New York, NY 10022


Item 2(a).  Name of Person Filing:

Lehman Brothers Holdings Inc.

Item 2(b).  Address of Principal Business Office:

            3 World Financial Center
            New York, NY  10285

Item 2(c).  Citizenship or Place of Organization:

See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:

Common

Item 2(e).  CUSIP Number:

            92624D104


Item 3.  Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):

The person filing this statement is Lehman Brothers Holdings
Inc., a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G).


Item 4.  Ownership

(a)  Amount Beneficially Owned as of:  December 31, 1994

See Item 9 of cover pages

(b)  Percent of Class:

See Item 11 of cover pages

(c)  Number of shares as to which such person has:

(i)  sole power to vote or to direct the vote

(ii)  shared power to vote or to direct the vote

(iii)  sole power to dispose or to direct the disposition

(iv)  shared power to dispose or to direct the disposition

See Items 5-8 of cover pages
Item 5.  Ownership of Five Percent or Less of a Class

Not Applicable.


Item 6.  Ownership of More than Five Percent on Behalf of Another
Person

Not Applicable.


Item 7.  Identification and Classification of the Subsidiary
which
Acquired the Security being reported on by the Parent Holding
Company

The relevant subsidiary is Lehman Brothers Inc., a Broker/Dealer
registered under Section 15 of the Securities Exchange Act of
1934.


Item 8.  Identification and Classification of Members of the
Group

Not Applicable.


Item 9.  Notice of Dissolution of Group

Not Applicable.
Item 10.  Certification

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.



Dated:  December 31, 1994


LEHMAN BROTHERS HOLDINGS INC.



By:  /s/ Karen C. Manson
     -------------------
Name:  Karen C. Manson
Title: Vice President
       Assistant Secretary


































ldm/victoria.13g

Attachment No. 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

Amendment No. 1

Victoria Creations Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

92624D104000
(CUSIP Number)

Check the following box if a fee is being paid with this
statement.
(  )

The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.





CUSIP No.
92624D104000


1)  Names of Reporting Person

Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466


2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing


3)  SEC Use Only



4)  Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned
by Each Reporting Person With

    5)  Sole Voting Power
        375,793

    6)  Shared Voting Power
        -0-

    7)  Sole Dispositive Power
        375,793

    8)  Shared Dispositive Power
        9,000

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        384,793


10)  Check if the Aggregate Amount in Row (9) Excludes Certain
Shares

(___)


11)  Percent of Class Represented by Amount in Row 9


   5.13%


12)  Type of Reporting Person

BD


CUSIP No.
92624D104000

1)  Names of Reporting Person

Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325


2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing


3)  SEC Use Only


4)  Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned
by Each Reporting Person With:

    5)  Sole Voting Power
        375,793

    6)  Shared Voting Power
        -0-

    7)  Sole Dispositive Power
        375,793

    8)  Shared Dispositive Power
        9,000

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        384,793

10)  Check if the Aggregate Amount in Row (9) Excludes Certain
Shares

(___)

11)  Percent of Class Represented by Amount in Row 9

     5.13%



12)  Type of Reporting Person

HC/CO


CUSIP No.
92624D104000


1)  Names of Reporting Person

American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250


2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing


3)      SEC Use Only




4)  Citizenship or Place of Organization
New York


Number of Shares Beneficially Owned
by Each Reporting Person With

    5)  Sole Voting Power
        375,793

    6)  Shared Voting Power
        -0-

    7)  Sole Dispositive Power
        375,793

    8)  Shared Dispositive Power
        9,000

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        384,793


10)  Check if the Aggregate Amount in Row (9) Excludes Certain
Shares

(___)



11)  Percent of Class Represented by Amount in Row 9

   5.13%



12)  Type of Reporting Person

HC/CO


Item 1(a).  Name of Issuer:  Victoria Creations Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:

30 Jefferson Park Road
Warwick, RI  02888

Item 2(a).  Name of Person Filing:

Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company

Item 2(b).  Address of Principal Business Office:

3 World Financial Center
New York, NY  10285

Item 2(c).  Citizenship or Place of Organization:

See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:

Common

Item 2(e).  CUSIP Number:

92624D104000

Item 3.  Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):

The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and Lehman
Brothers Holdings Inc. and American Express Company, parent
holding companies in accordance with Section 240.13d-1(b)(ii)(G).

Item 4.          Ownership

(a)  Amount Beneficially Owned as of:  December 31, 1993

See Item 9 of cover pages

(b)  Percent of Class:

See Item 11 of cover pages

(c)  Number of shares as to which such person has:

(i)  sole power to vote or to direct the vote

(ii)  shared power to vote or to direct the vote

(iii)  sole power to dispose or to direct the disposition

(iv)  shared power to dispose or to direct the disposition

See Items 5-8 of cover pages

Item 5.  Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another
Person

Not Applicable.

Item 7.  Identification and Classification of the Subsidiary
which Acquired the Security being
reported on by the Parent Holding Company

See Exhibit 1

Item 8.  Identification and Classification of Members of the
Group

Not Applicable.

Item 9.  Notice of Dissolution of Group

Not Applicable.

Item 10.  Certification

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.



Dated:  December 31, 1993

LEHMAN BROTHERS INC.



By:_____________________________
Name:  Karen C. Manson
Title: First Vice President
Secretary


LEHMAN BROTHERS HOLDINGS INC.



By:______________________________
Name:  Karen C. Manson
Title: Vice President
Assistant Secretary



AMERICAN EXPRESS COMPANY



By:_____________________________
Name:  Karen C. Manson
Title: Authorized Representative
Exhibit Index



Exhibit I  Identification and Classification of Relevant
Subsidiaries




EXHIBIT I
TO SCHEDULE 13G



The persons filing this statement are Lehman Brothers Inc., a
registered Broker/Dealer and Lehman Brothers Holdings Inc. and
American Express Company,  parent holding companies.  The
relevant subsidiary is Lehman Brothers Inc.

Attachment No.2



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934


Victoria Creations Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

92624D104
(CUSIP Number)

Check the following box if a fee is being paid with this
statement.
(X)

The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.





CUSIP No.
92624D104


1)  Names of Reporting Person

Shearson Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466


2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing


3)  SEC Use Only



4)  Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned
by Each Reporting Person With

    5)  Sole Voting Power
        379,918

    6)  Shared Voting Power
        -0-

    7)  Sole Dispositive Power
        379,918

    8)  Shared Dispositive Power
        11,000

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        390,918


10)  Check if the Aggregate Amount in Row (9) Excludes Certain
Shares

(___)


11)  Percent of Class Represented by Amount in Row 9


   5.2%


12)  Type of Reporting Person

BD

CUSIP No.
92624D104


1)  Names of Reporting Person

American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250


2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing


3)      SEC Use Only




4)  Citizenship or Place of Organization
New York


Number of Shares Beneficially Owned
by Each Reporting Person With

    5)  Sole Voting Power
        379,918

    6)  Shared Voting Power
        -0-

    7)  Sole Dispositive Power
        379,918

    8)  Shared Dispositive Power
        11,000

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        390,918


10)  Check if the Aggregate Amount in Row (9) Excludes Certain
Shares

(___)



11)  Percent of Class Represented by Amount in Row 9

   5.2%



12)  Type of Reporting Person

HC/CO


Item 1(a).  Name of Issuer:  Victoria Creations Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:

30 Jefferson Park Road
Warwick, RI  02888

Item 2(a).  Name of Person Filing:

Shearson Lehman Brothers Inc.
American Express Company

Item 2(b).  Address of Principal Business Office:

American Express Tower
World Financial Center
New York, NY  10285

Item 2(c).  Citizenship or Place of Organization:

See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:

Common

Item 2(e).  CUSIP Number:

92624D104

Item 3.  Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):

The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and Lehman
Brothers Holdings Inc. and American Express Company, parent
holding companies in accordance with Section 240.13d-1(b)(ii)(G).

Item 4.          Ownership

(a)  Amount Beneficially Owned as of:  December 31, 1992

See Item 9 of cover pages

(b)  Percent of Class:

See Item 11 of cover pages

(c)  Number of shares as to which such person has:

(i)  sole power to vote or to direct the vote

(ii)  shared power to vote or to direct the vote

(iii)  sole power to dispose or to direct the disposition

(iv)  shared power to dispose or to direct the disposition

See Items 5-8 of cover pages

Item 5.  Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another
Person

Not Applicable.

Item 7.  Identification and Classification of the Subsidiary
which Acquired the Security being reported on by the Parent
Holding Company

See Exhibit 1

Item 8.  Identification and Classification of Members of the
Group

Not Applicable.

Item 9.  Notice of Dissolution of Group

Not Applicable.

Item 10.  Certification

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.



Dated:  February 12, 1993

SHEARSON LEHMAN BROTHERS INC.



By:_____________________________
Name:  Karen C. Manson
Title: First Vice President
Secretary



AMERICAN EXPRESS COMPANY



By:_____________________________
Name:  Karen C. Manson
Title: Authorized Representative
Exhibit Index



Exhibit I      Identification and Classification of Relevant
Subsidiaries

Exhibit II     Statement of Shearson Lehman Brothers Inc.

Exhibit III    Statement of American Express Company
EXHIBIT I
TO SCHEDULE 13G



The persons filing this statement are Shearson Lehman Brothers
Inc., a registered Broker/Dealer and American Express Company, a
parent holding company.  The relevant subsidiary is Shearson
Lehman Brothers Inc.

EXHIBIT II
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934



Pursuant  to  Rule  13d-1(f) (1) Shearson Lehman  Brothers  Inc.,
affirms it is
individually eligible to use Schedule 13G and agrees that this
Schedule is filed on its behalf.



Shearson Lehman Brothers Inc.



      /s/ Karen C. Manson
By:------------------------
Name:  Karen C. Manson
Title: Senior Vice President
       Secretary


EXHIBIT III
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934



American Express Company, 3 World Financial Center, New York, New
York disclaims beneficial ownership of the securities referred to
in the Schedule 13G to which this exhibit is attached, and the
filing  of  this  Schedule  13G shall  not  be  construed  as  an
admission
that  American  Express Company is, for the  purpose  of  Section
13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G.

Pursuant to Rule 13d-1(f)(1) and subject to the preceding
disclaimer, American Express Company affirms it is individually
eligible to use Schedule 13G and agrees that this Schedule
is filed on its behalf, and authorizes the President, any Vice
President,  the  Comptroller,  the  Secretary,  and  the  General
Counsel
or any Associate General Counsel, each with power to act
singly,  of  each subsidiary of American Express  Company  making
this
filing to sign this statement on behalf of American Express
Company.


AMERICAN EXPRESS COMPANY



     /s/ Stephen P. Norman
By:-------------------------
Name:  Stephen P. Norman
Title: Secretary



























ldm/victoria.13g