UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2009

Commission File Number: 000-11743

WACOAL HOLDINGS CORP.

(Translation of registrant’s name into English)

29, Nakajima-cho, Kisshoin, Minami-ku
Kyoto, Japan
(Address of principal executive office)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ     Form 40-F o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

     Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

     Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o     No þ

     If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-   N/A   

 

 

Information furnished on this form:

EXHIBIT INDEX

Exhibit		Date		Description of Exhibit
1		October 9, 2009		Announcement of Revisions to the Forecast of Financial Results for the Fiscal Year Ending March 31, 2010

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 9, 2009

EXHIBIT 1
[Translation]

October 9, 2009

To whom it may concern:

WACOAL HOLDINGS CORP.
Yoshikata Tsukamoto, President and Representative Director
(Code Number: 3591)
(Tokyo Stock Exchange, First Section)
(Osaka Securities Exchange, First Section)
Masaya Wakabayashi, General Manager, Corporate Planning
(Telephone: 075-682-1028)

Announcement of Revisions to the Forecast of Financial Results for the Fiscal Year ending March 31, 2010

     As of August 17, 2009, Lecien Corporation (“Lecien”) became a wholly owned subsidiary of Wacoal Holdings Corp. (“Wacoal Holdings”). In accordance with the current developments of our business, in addition to the financial results of Lecien from August 1, 2009 which we will include in our consolidated financial statements, we have revised our forecast of financial results for the Second Quarter of the Fiscal Year ending March 31, 2010 (April 1, 2009 - March 31, 2010), which we announced on May 8, 2009, as follows:

1.

Revised Forecast of Consolidated Financial Results for the Six-Month Period (April 1, 2009 - September 30, 2009) of Fiscal Year Ending March 31, 2010

(U.S. accounting basis)										(Unit: millions of yen, %)
																		Net income
														Net income				per share
						Operating				Pre-tax net				attributable to				attributable to
		Sales				income				income				shareholders				shareholders
Previous Forecast (“A”)			86,000				4,700				3,300				1,900				13.53
Revised Forecast (“B”)			81,600				3,900				3,200				2,100				14.90
Difference (“C”) (B - A)			(4,400	)			(800	)			(100	)			200				—
Percent Change (C / A) (%)			(5.1	)%			(17.0	)%			(3.0	)%			10.5	%			—
(Reference) Results of First Six-Month of the Previous Fiscal Year ended March 31, 2009			89,585				8,133				6,610				4,103				28.62

2.

Reasons for Revisions

	(i)		The financial results of Lecien, which became a wholly owned subsidiary of Wacoal Holdings as of August 17, 2009, are included in our consolidated financial statements from August 1, 2009. Lecien’s current fiscal year is from April 1, 2009 until March 31, 2010.
	(ii)		The global economic recession which continues from the previous fiscal year is significantly affecting our business results and has caused our core distribution markets in Japan and overseas to deteriorate more than we initially expected.

3.		Forecast of Annual Financial Results
		We will not revise our forecast of financial results for the fiscal year since it is difficult to provide accurate forecast at this time. However, we will promptly announce our revisions to the forecast if it becomes necessary. Further, we are not changing our dividend forecast in connection with these revisions to the financial results.

(Note)

The foregoing forecast of financial results has been prepared based on information available as of the date of this release and may vary from actual results due to various circumstances arising after the date hereof.

Cautionary Statement regarding Forward Looking Statements

     Statements made in this announcement regarding Wacoal Holdings’ or management’s intentions, beliefs, expectations, or predictions for the future are forward-looking statements that are based on Wacoal Holdings’ and managements’ current expectations, assumptions, estimates and projections about its business and the industry. These forward-looking statements, such as statements regarding revenues and operating and net profitability in fiscal year ending March 31, 2010, are subject to various risks, uncertainties and other factors that could cause Wacoal Holdings’ actual results to differ materially from those contained in any forward-looking statement.

     These risks, uncertainties and other factors include: the impact of the ongoing global economic downturn and financial crisis; the impact of weak consumer spending in Japan and our other markets on our sales and profitability; the impact on our business of anticipated continued weakness of department stores and other general retailers in Japan; our ability to successfully develop, manufacture, market and sell products in Japan and our other markets that meet the changing tastes and needs of consumers, including younger women and mature women and to deliver high quality products; the highly competitive nature of our business and the strength of our competitors; our ability to successfully expand and operate our network of specialty retail stores and achieve profitable operations at these stores; our ability to further develop our catalog and Internet sales capabilities; our ability to implement our CAP 21 strategic plan through strategic investments, acquisitions and other initiatives; our ability to effectively manage our inventory levels; our ability to reduce costs by consolidating our activities in Japan, increasing our product sourcing and manufacturing in lower-cost countries such as China and Vietnam, and other efforts to reduce costs; effects of seasonality on our business and performance; risks related to conducting our business internationally, including political and economic instability, unexpected legal or regulatory changes, changes in tax laws, difficulties managing widespread operations, changes in exchange rates, differing protection of intellectual property and public health crises; risks from acquisitions and other strategic transactions with third parties, including the difficulty of assimilating operations, technology and personnel of any acquired business and our ability to retain management, employees, customers and suppliers of any acquired business; the impact of weakness in the Japanese equity markets on our holdings of Japanese equity securities; and the impact of any natural disaster or epidemic on our business; and other risks referred to from time to time in Wacoal Holdings’ filings on Form 20-F of its annual report and other filings with the United States Securities and Exchange Commission.