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SEC FORM 3/A SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cohen Andre

(Last)

(First)

(Middle)

516 WEST 34TH STREET

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2015

3. Issuer Name and Ticker or Trading Symbol
COACH INC [ COH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, North America

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/05/2015

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit⁽¹⁾	03/05/2015⁽²⁾	⁽³⁾	Common Stock	7,074.281⁽⁴⁾	⁽⁵⁾	D
Restricted Stock Unit⁽⁶⁾	06/27/2015	⁽³⁾	Common Stock	8,631.967⁽⁴⁾	⁽⁵⁾	D
Restricted Stock Unit⁽⁷⁾	08/14/2017	⁽³⁾	Common Stock	47,681.417⁽⁴⁾	⁽⁵⁾	D
Restricted Stock Unit⁽¹⁾	08/15/2013⁽²⁾	⁽³⁾	Common Stock	1,284.446⁽⁴⁾	⁽⁵⁾	D

Explanation of Responses:

1. These securities were issued under the 2010 Stock Incentive Plan of the Issuer. These securities include quarterly dividends received to date, which assumed the same attributes of the original RSU grant.

2. These service-based securities will vest on the third anniversary of the date of grant, based solely on the reporting person's continued employment with the issuer. Unvested units are cancelled upon termination of the reporting person's employment.

3. These securities do not expire.

4. These shares were previously included in an aggregate Restricted Stock Unit line item on the reporting person's original Form 3. The reporting person is amending the Form 3 to report, in detail, the attributes applicable to this Restricted Stock Unit grant.

5. These securities will convert on a 1-for-1 basis into shares of the issuer's common stock.

6. These securities were issued under the 2010 Stock Incentive Plan of the Issuer. These securities represent a total grant expected fair market value of $500,000, assuming performance of the Company against specified performance goals (determined by the Human Resources Committee of Coach's Board of Directors) at Target levels. The actual award value may range from 0-133% of the Target value, depending on the Company's level of the achievement of certain pre-set performance measures and goals over the stated periods. These securities include quarterly dividends received to date, which assumed the same attributes of the original RSU grant.

7. These securities were issued under the 2010 Stock Incentive Plan of the Issuer. 19, 165 of these securities are service-based. 28,516 of these securities represent performance grants with total expected fair market value of $1,016,667, assuming performance of the Company against specified performance goals (determined by the Human Resources Committee of Coach's Board of Directors) at Target levels. The actual award value may range from 0-170% of the Target value, depending on the Company's level of the achievement of certain pre-set performance measures and goals over the stated periods. These securities include quarterly dividends received to date, which assumed the same attributes of the original RSU grant.

Remarks:

This amendment is being filed to correctly state in detail the attributes for each Restricted Stock Unit security held.

	David Howard, pursuant to a Power of Attorney filed with the Commission	02/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.