e                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-A/A
                                 AMENDMENT NO. 1


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                            NAUTICA ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                  95-2431048
       (State of incorporation)          (I.R.S. Employer Identification Number)


40 West 57th Street, New York, New York                   10019
(Address of principal executive offices)                (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                      Name of each exchange on which
         to be so registered                      each class is to be registered
                                      None

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box: [ ]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box: [X]

Securities  Act  registration  statement file number to which this form relates:
N/A

Securities to be registered pursuant to Section 12(g) of the Act:

                         Preferred Stock Purchase Rights
                                (Title of Class)



ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.


      Item 1 of the Form 8-A filed by Nautica Enterprises,  Inc. (the "Company")
on November 8, 2001 is amended and supplemented by adding the following:


      On June  24,  2003,  the  Board of  Directors  of the  Company  authorized
Amendment No. 1 (the "Amendment") to the Rights Agreement,  dated as of November
2, 2001 (the  "Rights  Agreement"),  between  the  Company  and Mellon  Investor
Services  LLC, as Rights Agent.  Pursuant to the  Amendment,  the  definition of
"Acquiring  Person" set forth in the Rights Agreement has been amended to remove
an express exception  applicable to the Company's Chairman of the Board,  Harvey
Sanders, and the redemption provisions in the Rights Agreement have been amended
to provide that, in the event of a "Qualifying Tender Offer", the Rights will be
redeemed under certain circumstances.

      A "Qualifying Tender Offer" means a tender offer by an offeror,  commenced
and  mailed to the  Company's  stockholders,  which  meets all of the  following
requirements:  (i) the tender offer must provide for the  acquisition of any and
all of the outstanding  shares of common stock, par value $.10 per share, of the
Company ("Common Shares") (other than shares  beneficially owned by the offeror)
solely for cash at the same  price and at a price  that is at least 25%  greater
than the highest  closing  price for the twenty (20)  trading  days  immediately
prior to the  commencement  of the tender offer or, if  applicable,  any earlier
announcement of an intention by the offeror to seek to acquire the Company, (ii)
such  offer  must  remain  open for at least  120 days  after the offer has been
commenced and mailed to the Company's stockholders and may not be subject to the
satisfaction of any conditions  relating to the business,  financial  condition,
results of operations or prospects of the Company  (other than such as are based
on information  publicly disclosed by the Company),  any financing conditions or
any  conditions  relating to approval of the offeror's  stockholders,  (iii) the
offeror  must have  retained an  independent,  nationally-recognized  investment
banking firm and received such firm's written  opinion,  dated as of the date of
the Qualifying Tender Offer,  stating that the tender offer price is fair from a
financial point of view to the Company's  stockholders  (other than the offeror)
and a copy of such written  opinion must have been  included in the tender offer
materials  sent to  stockholders  pursuant to the rules and  regulations  of the
Securities and Exchange Commission, (iv) the offeror must have (A) obtained firm
written financing  commitments from recognized  financing sources and/or have on
hand cash or cash  equivalents,  which financing and/or cash or cash equivalents
will be available at the time of acceptance for purchase of the shares  pursuant
to the  tender  offer  (and the  merger  agreement  described  in the  following
paragraph,  if applicable) in an amount  sufficient to cover (x) the full amount
of all financing necessary to purchase all of the Common Shares then outstanding
(other than shares  beneficially  owned by the offeror) on a fully diluted basis
and (y) all related  expenses  (including  amounts  necessary to  refinance  any
indebtedness  of the  Company or its  subsidiaries  which  will  become due upon
consummation  of the  Qualifying  Tender  Offer) and (B) set forth a copy of any
such financing  commitments in the tender offer  materials sent to  stockholders
pursuant to the rules and regulations of the Securities and Exchange  Commission
and (v) the offeror must have  irrevocably  committed in writing to the Company,
and disclosed in the tender offer materials sent to stockholders pursuant to the
rules and  regulations  of the  Securities  and  Exchange  Commission,  that the
offeror  will not make any  amendment of the  original  offer which  reduces the
price of the number of shares being  sought,  changes the form of  consideration
offered  or  is  any  other   respect   materially   adverse  to  the  Company's
stockholders.

      The  Amendment  provides  that the Rights  issued  pursuant  to the Rights
Agreement will be redeemed  immediately  prior to the purchase by the offeror of
shares pursuant to a Qualifying Tender Offer,  provided that (1) the offeror has
not previously  become an "Acquiring  Person",  (2) such Qualifying Tender Offer
must  have  been  mailed  to  stockholders  at  least  120  days  prior  to  the
consummation of such purchase, (3) the number of shares validly tendered and not
withdrawn in the Qualifying Tender Offer (other than shares  beneficially  owned
by the  offeror)  represent  at least a majority  of the  Company's  outstanding
Common Shares on a fully diluted basis,  (4) the offeror has irrevocably  agreed
to complete,  promptly after the acceptance of shares pursuant to the Qualifying
Tender  Offer,  a merger  transaction  with the  Company in which all shares not
tendered and purchased would be converted into the right to receive an amount in
cash not less than the price paid or to be paid in the Qualifying  Tender Offer,
and (5) at a meeting called, at the discretion of the Board of Directors, within



120 days after the  commencement  and mailing of the  Qualifying  Tender  Offer,
which  meeting  shall  be held on a date  not  more  than  180  days  after  the
commencement and mailing of the Qualifying  Tender Offer,  holders of a majority
of the  outstanding  Common  Shares  outstanding  as of the record  date for the
special meeting  (excluding shares  beneficially  owned by the offeror) have not
voted to keep the Rights outstanding.

      The definition of "Beneficial Owner" set forth in the Rights Agreement has
been  amended  to exclude  any and all Common  Shares  issued or  issuable  upon
exercise of options that are granted or first become  exercisable after June 26,
2003  pursuant to the terms of any stock option plan of the Company  approved or
ratified by the affirmative votes of a majority of the outstanding Common Shares
entitled to vote at a duly commenced meeting of the Company's stockholders.

      A  copy  of  the  Amendment  is  attached  hereto  as  Exhibit  2  and  is
incorporated  herein by reference.  The foregoing  description  of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.

ITEM 2. EXHIBITS.

      1.  Rights  Agreement,  dated as of  November  2,  2001,  between  Nautica
Enterprises,  Inc. and Mellon  Investor  Services  LLC, as Rights  Agent,  which
includes  the  Certificate  of  Designations  of  Series A Junior  Participating
Preferred  Stock as  Exhibit A, form of Right  Certificate  as Exhibit B and the
Summary of Rights to  Purchase  Preferred  Stock as Exhibit C.  Pursuant  to the
Rights Agreement, printed Right Certificates will not be mailed until as soon as
practicable  after the  Distribution  Date (as defined in the Rights  Agreement)
(incorporated by reference to Exhibit 1 to the Company's  Registration Statement
on Form 8-A, filed November 8, 2001).


      2. Amendment No. 1 to Rights Agreement, dated as of June 26, 2003, between
Nautica  Enterprises,  Inc. and Mellon  Investor  Services  LLC, as Rights Agent
(incorporated by reference to Exhibit 2 to the Company's  Current Report on Form
8-K, filed June 26, 2003).



      Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934, as amended, the registrant has duly caused this registration  statement
to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated as of:  June 26, 2003


                                        NAUTICA ENTERPRISES, INC.



                                        By:  /S/ WAYNE A. MARINO
                                             -----------------------------------
                                             Name:  Wayne A. Marino
                                             Title: Senior Vice President &
                                                    Chief Financial Officer



                                INDEX TO EXHIBITS

EXHIBIT NO.    DESCRIPTION


1              Rights Agreement,  dated as of November 2, 2001,  between Nautica
               Enterprises,  Inc. and Mellon  Investor  Services  LLC, as Rights
               Agent, which includes the Certificate of Designations of Series A
               Junior Participating  Preferred Stock as Exhibit A, form of Right
               Certificate  as Exhibit B and the  Summary of Rights to  Purchase
               Preferred  Stock as Exhibit C. Pursuant to the Rights  Agreement,
               printed  Right  Certificates  will not be mailed until as soon as
               practicable after the Distribution Date (as defined in the Rights
               Agreement)  (incorporated  by  reference  to  Exhibit  1  to  the
               Company's  Registration  Statement on Form 8-A, filed November 8,
               2001).

2              Amendment No. 1 to Rights  Agreement,  dated as of June 26, 2003,
               between Nautica  Enterprises,  Inc. and Mellon Investor Services,
               LLC, as Rights Agent  (incorporated  by reference to Exhibit 2 to
               the Company's Current Report on Form 8-K, filed June 26, 2003).