Registration No. 333-23555

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                             ITHACA INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               56-1385842
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                  ---------------

                                 HIGHWAY 268 WEST
                                   P.O. BOX 620
                         WILKESBORO, NORTH CAROLINA 28697
                                  (910) 667-5231
                (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Registrant's Principal Executive Offices)

                                  ---------------

                              ITHACA INDUSTRIES, INC.
                      1996 LONG-TERM STOCK INCENTIVE PLAN AND
                 1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             (Full title of the plan)

                                  ---------------

                                   ERIC N. HOYLE
                              ITHACA INDUSTRIES, INC.
                                 HIGHWAY 268 WEST
                                   P.O. BOX 620
                         WILKESBORO, NORTH CAROLINA 28697
                                  (910) 667-5231
                      (Name and Address, including Zip Code,
          and Telephone Number, including Area Code of Agent For Service)

                                  ---------------

                                    COPIES TO:
                               CARL L. REISNER, ESQ.
                     PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                            1285 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10019-6064
                                  (212) 373-3000

                                  ---------------

                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                         PROPOSED          PROPOSED
                                                        (1)MAXIMUM          MAXIMUM       
TITLE OF EACH CLASS OF SECURITIES         AMOUNT      OFFERING PRICE   AGGREGATE OFFERING       AMOUNT OF   
TO BE REGISTERED                    TO BE REGISTERED    PER SHARE (2)      PRICE (2)        REGISTRATION FEE     
=================================   ================  ===============  ===================  ================ 
<S>                                      <C>               <C>            <C>                  <C>      
Common Stock, par value $.01
per share........................        864,672           $6.00          $5,188,032.00        $1,572.13
=================================   ================  ===============  ===================  ================ 
</TABLE>

(1) Plus such indeterminate number of shares of Common Stock of the Registrant
    as may be issued to prevent dilution resulting from stock dividends, stock
    splits or similar transactions in accordance with Rule 416 under the
    Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h)(1) of the Securities Act of 1933.

================================================================================

                                   JULY 30, 1997



<PAGE>

                                 EXPLANATORY NOTE


      The Section 10(a) prospectuses being delivered by Ithaca Industries, Inc.
(the "Company") to participants in the Ithaca Industries, Inc. 1996 Long-Term
Stock Incentive Plan (the "1996 Stock Incentive Plan"), and the Ithaca
Industries, Inc. 1997 Stock Option Plan for Non-Employee Directors (the "1997
Non-Employee Director Option Plan") as required by Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), have been prepared in accordance
with the requirements of Form S-8 and relate to shares of Common Stock, par
value $0.01 per share, of the Company (the "Common Stock") which have been
reserved for issuance pursuant to the 1996 Stock Incentive Plan and the 1997
Non-Employee Director Option Plan. The information regarding the 1996 Stock
Incentive Plan and the 1997 Non-Employee Director Option Plan required in the
Section 10(a) prospectuses is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act. The
Company shall provide to participants in the 1996 Stock Incentive Plan and the
1997 Non-Employee Director Option Plan a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.





<PAGE>

                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Commission by Ithaca Industries,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

      (a)  the Company's Annual Report on Form 10-K, dated May 2, 1997;

      (b) the Company's Quarterly Report on Form 10-Q for the thirteen weeks
ended May 3, 1997, filed with the Commission June 17, 1997; and

      (c) the description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement filed on Form 8-A,
pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act") declared effective by the Commission on April 30, 1997.

      All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.


                                      II-1


<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation (a "Derivative Action")), if the relevant party
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of Derivative
Actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification had been found liable
to the corporation. The Statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

      Section 8.1 of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate") and Article 8.1 of the Company's Amended and
Restated By-Laws (the "By-Laws") call for indemnification to the full extent
permitted under Delaware law as from time to time in effect. Subject to any
restrictions imposed by Delaware law, the By-Laws provide a right to
indemnification for expenses (including attorneys' fees and disbursements,
judgments, fines, excise taxes, penalties, amounts paid in settlement, charges
and costs) actually and reasonably incurred or suffered by any person in
connection with any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, to the extent
permitted by law, any Derivative Action) by reason of the fact that such person
is or was serving as a director or officer of the registrant or that, being or
having been a director or officer or an employee of the registrant, such person
is or was serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including an employee benefit plan. The By-Laws also provide
that the registrant may, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the laws of Delaware, the Certificate and By-Laws, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person of the
registrant in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.



                                      II-2

<PAGE>






ITEM 8.  EXHIBITS.

      5     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.

      23.1  Consent of KPMG Peat Marwick LLP.

      23.2  Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in its
            opinion filed as Exhibit 5 to this Registration Statement).

      24    Power of Attorney (included as part of the signature page to this
            Registration Statement and incorporated herein by reference).


ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

            provided, however, that paragraph (a)(l)(i) and (a)(l)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by the foregoing paragraphs is contained in periodic
            reports filed by the Company pursuant to Section 13 or Section 15(d)
            of the Exchange Act that are incorporated by reference in the
            Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment of any of the securities being registered which
                  remain unsold at the termination of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act that is incorporated by reference in the
            Registration Statement shall be deemed to be a new Registration
            Statement relating

                                      II-3


<PAGE>



            to the securities offered therein, and the offering of such
            securities at that time shall be deemed to be the initial bona fide
            offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by the registrant of expenses incurred or paid by a
            director, officer or controlling person of the registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public policy
            as expressed in the Securities Act and will be governed by the final
            adjudication of such issue.

                                      II-4


<PAGE>



                                    SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Wilkesboro, state of North Carolina, on July 30,
1997.

                          ITHACA INDUSTRIES, INC.


                          By:   /s/ Eric N. Hoyle
                                ------------------------------------------------
                                Eric N. Hoyle
                                Senior Vice President Finance and Administration
                                Principal Financial and Chief Accounting Officer

      We, the undersigned directors of Ithaca Industries, Inc., hereby severally
constitute Jim D. Waller, and Eric N. Hoyle, and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, any and all
amendments, including post-effective amendments, to this Registration Statement,
and generally do all such things in our name and on our behalf in such
capacities to enable Ithaca Industries, Inc. to comply with the applicable
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys, or either of them, to
any and all such amendments.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
  

             Signature                      Title                Date
             ---------                      -----                ----

         /s/ Jim D. Waller          Chairman, Chief         July 24, 1997
------------------------------      Executive Officer,
           Jim D. Waller            President and Director
                                    

                                    Director
------------------------------
         Walter J. Branson


        /s/ Marvin B. Crow          Director                July 24, 1997
------------------------------
          Marvin B. Crow


        /s/ Francis Goldwyn         Director                July 24, 1997
------------------------------
          Francis Goldwyn


       /s/ Morton E. Handel         Director                July 24, 1997
------------------------------
         Morton E. Handel


      /s/ David N. Weinstein        Director                July 24, 1997
------------------------------
        David N. Weinstein


       /s/ James A. Williams        Director                July 24, 1997
------------------------------
         James A. Williams



                                      II-5


<PAGE>



                                   EXHIBIT INDEX

  

Exhibit No.         Description of Exhibits
-----------         -----------------------

    2               Opinion of Paul, Weiss, Rifkind, Wharton & Garrison

    23.1            Consent of KPMG Peat Marwick LLP

    23.2            Consent of Paul, Weiss, Rifkind, Wharton & Garrison
                    (included in its opinion filed as Exhibit 5 to this 
                    Registration Statement).

    24              Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference).



                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19909}]
{"company-data": {"conformed-name": "ITHACA INDUSTRIES INC", "cik": "0000732935", "assigned-sic": "2250", "irs-number": "561385842", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32429", "film-number": "97648132"}, "business-address": {"street1": "HWY 268 W", "street2": "P O BOX 620", "city": "WILKESBORO", "state": "NC", "zip": "28697", "phone": "9106675231"}, "mail-address": {"street1": "HIGHWAY 268 WEST", "city": "WILKESBORO", "state": "NC", "zip": "28697"}}
Registration No. 333-23555

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                             ITHACA INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               56-1385842
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                  ---------------

                                 HIGHWAY 268 WEST
                                   P.O. BOX 620
                         WILKESBORO, NORTH CAROLINA 28697
                                  (910) 667-5231
                (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Registrant's Principal Executive Offices)

                                  ---------------

                              ITHACA INDUSTRIES, INC.
                      1996 LONG-TERM STOCK INCENTIVE PLAN AND
                 1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             (Full title of the plan)

                                  ---------------

                                   ERIC N. HOYLE
                              ITHACA INDUSTRIES, INC.
                                 HIGHWAY 268 WEST
                                   P.O. BOX 620
                         WILKESBORO, NORTH CAROLINA 28697
                                  (910) 667-5231
                      (Name and Address, including Zip Code,
          and Telephone Number, including Area Code of Agent For Service)

                                  ---------------

                                    COPIES TO:
                               CARL L. REISNER, ESQ.
                     PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                            1285 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10019-6064
                                  (212) 373-3000

                                  ---------------

                          CALCULATION OF REGISTRATION FEE
PROPOSED          PROPOSED
                                                        (1)MAXIMUM          MAXIMUM       
TITLE OF EACH CLASS OF SECURITIES         AMOUNT      OFFERING PRICE   AGGREGATE OFFERING       AMOUNT OF   
TO BE REGISTERED                    TO BE REGISTERED    PER SHARE (2)      PRICE (2)        REGISTRATION FEE     
=================================   ================  ===============  ===================  ================
Common Stock, par value $.01
per share........................        864,672           $6.00          $5,188,032.00        $1,572.13
=================================   ================  ===============  ===================  ================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
    as may be issued to prevent dilution resulting from stock dividends, stock
    splits or similar transactions in accordance with Rule 416 under the
    Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h)(1) of the Securities Act of 1933.

================================================================================

                                   JULY 30, 1997
EXPLANATORY NOTE

      The Section 10(a) prospectuses being delivered by Ithaca Industries, Inc.
(the "Company") to participants in the Ithaca Industries, Inc. 1996 Long-Term
Stock Incentive Plan (the "1996 Stock Incentive Plan"), and the Ithaca
Industries, Inc. 1997 Stock Option Plan for Non-Employee Directors (the "1997
Non-Employee Director Option Plan") as required by Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), have been prepared in accordance
with the requirements of Form S-8 and relate to shares of Common Stock, par
value $0.01 per share, of the Company (the "Common Stock") which have been
reserved for issuance pursuant to the 1996 Stock Incentive Plan and the 1997
Non-Employee Director Option Plan. The information regarding the 1996 Stock
Incentive Plan and the 1997 Non-Employee Director Option Plan required in the
Section 10(a) prospectuses is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act. The
Company shall provide to participants in the 1996 Stock Incentive Plan and the
1997 Non-Employee Director Option Plan a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Commission by Ithaca Industries,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

      (a)  the Company's Annual Report on Form 10-K, dated May 2, 1997;

      (b) the Company's Quarterly Report on Form 10-Q for the thirteen weeks
ended May 3, 1997, filed with the Commission June 17, 1997; and

      (c) the description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement filed on Form 8-A,
pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act") declared effective by the Commission on April 30, 1997.

      All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation (a "Derivative Action")), if the relevant party
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of Derivative
Actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification had been found liable
to the corporation. The Statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

      Section 8.1 of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate") and Article 8.1 of the Company's Amended and
Restated By-Laws (the "By-Laws") call for indemnification to the full extent
permitted under Delaware law as from time to time in effect. Subject to any
restrictions imposed by Delaware law, the By-Laws provide a right to
indemnification for expenses (including attorneys' fees and disbursements,
judgments, fines, excise taxes, penalties, amounts paid in settlement, charges
and costs) actually and reasonably incurred or suffered by any person in
connection with any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, to the extent
permitted by law, any Derivative Action) by reason of the fact that such person
is or was serving as a director or officer of the registrant or that, being or
having been a director or officer or an employee of the registrant, such person
is or was serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including an employee benefit plan. The By-Laws also provide
that the registrant may, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the laws of Delaware, the Certificate and By-Laws, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person of the
registrant in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      II-2
ITEM 8.  EXHIBITS.

      5     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.

      23.1  Consent of KPMG Peat Marwick LLP.

      23.2  Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in its
            opinion filed as Exhibit 5 to this Registration Statement).

      24    Power of Attorney (included as part of the signature page to this
            Registration Statement and incorporated herein by reference).

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

            provided, however, that paragraph (a)(l)(i) and (a)(l)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by the foregoing paragraphs is contained in periodic
            reports filed by the Company pursuant to Section 13 or Section 15(d)
            of the Exchange Act that are incorporated by reference in the
            Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment of any of the securities being registered which
                  remain unsold at the termination of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act that is incorporated by reference in the
            Registration Statement shall be deemed to be a new Registration
            Statement relating

                                      II-3
to the securities offered therein, and the offering of such
            securities at that time shall be deemed to be the initial bona fide
            offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by the registrant of expenses incurred or paid by a
            director, officer or controlling person of the registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public policy
            as expressed in the Securities Act and will be governed by the final
            adjudication of such issue.

                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Wilkesboro, state of North Carolina, on July 30,
1997.

                          ITHACA INDUSTRIES, INC.

                          By:   /s/ Eric N. Hoyle
                                ------------------------------------------------
                                Eric N. Hoyle
                                Senior Vice President Finance and Administration
                                Principal Financial and Chief Accounting Officer

      We, the undersigned directors of Ithaca Industries, Inc., hereby severally
constitute Jim D. Waller, and Eric N. Hoyle, and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, any and all
amendments, including post-effective amendments, to this Registration Statement,
and generally do all such things in our name and on our behalf in such
capacities to enable Ithaca Industries, Inc. to comply with the applicable
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys, or either of them, to
any and all such amendments.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
  

             Signature                      Title                Date
             ---------                      -----                ----

         /s/ Jim D. Waller          Chairman, Chief         July 24, 1997
------------------------------      Executive Officer,
           Jim D. Waller            President and Director
                                    

                                    Director
------------------------------
         Walter J. Branson

        /s/ Marvin B. Crow          Director                July 24, 1997
------------------------------
          Marvin B. Crow

        /s/ Francis Goldwyn         Director                July 24, 1997
------------------------------
          Francis Goldwyn

       /s/ Morton E. Handel         Director                July 24, 1997
------------------------------
         Morton E. Handel

      /s/ David N. Weinstein        Director                July 24, 1997
------------------------------
        David N. Weinstein

       /s/ James A. Williams        Director                July 24, 1997
------------------------------
         James A. Williams

                                      II-5
EXHIBIT INDEX

  

Exhibit No.         Description of Exhibits
-----------         -----------------------

    2               Opinion of Paul, Weiss, Rifkind, Wharton & Garrison

    23.1            Consent of KPMG Peat Marwick LLP

    23.2            Consent of Paul, Weiss, Rifkind, Wharton & Garrison
                    (included in its opinion filed as Exhibit 5 to this 
                    Registration Statement).

    24              Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference).

                                      II-6