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

                                   FORM 8-A/A
                                 AMENDMENT NO. 2


                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,  as amended by  Amendment  No. 1 filed June 26,
2003, is amended and supplemented by adding the following:

            On July 7, 2003,  the Company  entered into an Agreement and Plan of
Merger (the "Merger Agreement") with VF Corporation,  a Pennsylvania corporation
("Parent"),  and Voyager Acquisition  Corporation,  a Delaware corporation and a
wholly-owed  subsidiary of Parent  ("Merger  Subsidiary"),  providing for, among
other things,  the merger (the "Merger") of Merger  Subsidiary with and into the
Company.  Prior to the  execution  and  delivery  of the Merger  Agreement,  the
Company and Mellon  Investor  Services  LLC (the  "Rights  Agent")  entered into
Amendment No. 2 (the "Amendment") to the Rights Agreement,  dated as of November
2, 2001,  as amended as of June 26, 2003 (the  "Rights  Agreement")  in order to
exempt the Merger and  related  transactions  from the Rights  Agreement  and to
provide that the Rights will expire immediately prior to the consummation of the
Merger.

            Among other  things,  the  Amendment  (i) amends the  definition  of
"Acquiring Person" set forth in the Rights Agreement to provide that (A) neither
Parent,  Merger Subsidiary nor any of their respective  Affiliates or Associates
(as defined in the Rights  Agreement)  shall be deemed to be an Acquiring Person
solely by virtue of (x) the execution and delivery of the Merger Agreement,  (y)
the  acquisition  of Common Shares  pursuant to the Merger  Agreement or (z) the
consummation of the other transactions  contemplated in the Merger Agreement and
(B) neither  Parent,  Merger  Subsidiary,  Harvey  Sanders,  the Harvey  Sanders
Grantor Retained Income Trust, David Chu nor any of their respective  Affiliates
or Associates  shall be deemed to be an Acquiring Person solely by virtue of (x)
the execution and delivery of a certain voting  agreement  being entered into by
them or (y) any actions  taken or effected  pursuant  such voting  agreement and
(ii) amends the  definition of "Final  Expiration  Date" set forth in the Rights
Agreement  to mean the earlier to occur of (x) the close of business on November
12, 2011 or (y) the time immediately  prior to the Effective Time (as defined in
the Merger Agreement).

            A copy of the  Amendment  is  attached  hereto  as  Exhibit 3 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).

            3.  Amendment No. 2 to Rights  Agreement,  dated as of July 6, 2003,
between Nautica  Enterprises,  Inc. and Mellon Investor  Services LLC, as Rights
Agent (incorporated by reference to Exhibit 3 to the Company's Current Report on
Form 8-K, filed July 7, 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: July 7, 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).

      3           Amendment No. 2 to Rights Agreement, dated as of July 6, 2003,
                  between Nautica Enterprises, Inc. and Mellon Investor Services
                  LLC, as Rights Agent  (incorporated  by reference to Exhibit 3
                  to the  Company's  Current  Report on Form 8-K,  filed July 7,
                  2003).