<PAGE>   1
      As filed with the Securities and Exchange Commission on March 8, 1999
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             FRUIT OF THE LOOM, LTD.
             (Exact Name of Registrant as specified in its Charter)


     CAYMAN ISLANDS                                   NONE
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                                P.O Box 31311 SMB
                           Safehaven Corporate Center
                        Grand Cayman, Cayman Islands, BWI
                                 (345) 949-6690
           (Address of principal executive offices including zip code)

            FRUIT OF THE LOOM, INC. 1996 INCENTIVE COMPENSATION PLAN
                             AS AMENDED AND RESTATED
                            (Full title of the plan)

                                G. William Newton
                        Senior Vice President Finance and
                         Acting Chief Financial Officer
                             Fruit of the Loom, Ltd.
                                5000 SEARS TOWER
                             233 South Wacker Drive
                             Chicago, Illinois 60606
                                 (312) 876-1724
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a Copy to:
                                 John J. Ray III
                          Vice President and Secretary
                            Fruit of the Loom, Ltd.,
                                5000 SEARS TOWER
                             Chicago, Illinois 60606
                                 (312) 876-1724



<PAGE>   2



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                              PROPOSED                           
                                                    PROPOSED MAXIMUM          MAXIMUM          AMOUNT OF
TITLE OF SECURITIES           AMOUNT TO BE           OFFERING PRICE          AGGREGATE        REGISTRATION
  TO BE REGISTERED           REGISTERED (1)            PER SHARE           OFFERING PRICE        FEE
---------------------      ------------------       ----------------      --------------      ------------
<S>                        <C>                      <C>                   <C>                    <C>
Class A Common Stock       1,000,000 shares                12.157             12,157,000         $3,586
($.01 par value)
</TABLE>



     (1)  Includes an indeterminate number of shares of Common Stock that may be
          issuable by reason of stock splits, stock dividends or similar
          transactions in accordance with Rule 416 under the Securities Act of
          1933.

     (2)  The amounts are based upon the high and low sales prices of Fruit of
          the Loom, Inc. as reported on the  New York Stock Exchange on March 4,
          1999 and are used solely for the purpose of calculating the
          registration fee pursuant to Rule 457(c) under the Securities Act of
          1933.

      This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a registration statement filed on
Form S-8 relating to the Fruit of the Loom, Inc. 1996 Incentive Compensation
Plan As Amended and Restated is effective. Accordingly, pursuant to General
Instruction E of Form S-8, the Registration Statement on Form S-8 (File No.
333-09203) filed with the Securities and Exchange Commission on July 30, 1996 is
hereby incorporated by reference.



                                        2


<PAGE>   3



                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

      The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.



                                        3

<PAGE>   4
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission, are
incorporated herein by reference and made a part hereof:

         (i) The Annual Report on Form 10-K for the year ended December 31, 1997
of FTL-Delaware Delaware as amended on Form 10K/A dated August 10, 1998.

         (ii) The Quarterly Report on Form 10-Q for the quarter ended September
26, 1998 of FTL-Delaware; and

         (iii) The Quarterly Report on Form 10-Q for the quarter ended June 27,
1998 of FTL-Delaware; and

         (iv) The Quarterly Report on Form 10-Q for the quarter ended March 28,
1998 of FTL-Delaware; and

         (v) The Current Reports on Form 8-K dated February 11, 1998, February
12, 1998, July 24, 1998, February 17, 1999 and March 4, 1999 and on Form 8-K/A
dated February 23, 1998 of FTL-Delaware; and

         (vi) The description of the Company's Class A Ordinary Shares, par
value $.01 per share ("Class A Shares") contained in the Company's Registration
Statement on Form S-4 (Registration No. 333-46007) filed on February 10, 1998
and all amendments thereto the "S-4 Registration Statement"); and

         (vii) The S-4 Registration Statement.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained therein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


                                        4

<PAGE>   5



         The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Cayman Islands company. Article 119 of the Company's
Amended and Restated Articles of Association, filed as Exhibit 3.3 to the S-4
Registration Statement, contains provisions with respect to indemnification of
the Company's officers and directors. Such provisions provide that the Company
shall indemnify, in accordance with and to the full extent now or hereafter
permitted by law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as a director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The Company
shall also advance the expenses of defending any such act, suit or proceeding in
accordance with and to the full extent now or hereafter permitted by law. Such
indemnification and advancement of expenses are not exclusive of any other right
to indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duties as a director.

         The Companies Law (1995 Revision) of the Cayman Islands does not set
out any specific restrictions on the ability of a company to indemnify officers
or directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman Islands
would indicate that indemnification is generally permissible except in the event
that there had been fraud or wilful default on the part of the officer or
director or reckless disregard of his duties and obligations to the Company.

         The Company has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its officers and directors and those of
its subsidiaries and affiliates in connection with the performance of their
duties.


                                        5

<PAGE>   6



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

      The following is a list of all exhibits filed as part of this Registration
Statement on Form S- 8, including those incorporated by reference.

  EXHIBIT
  NUMBER       DESCRIPTION

   4.1         Amended and Restated Articles of Association of FTL-Cayman.(1)
   4.2         Amended and Restated Memorandum of Association of FTL-Cayman.(1)
   4.3         Form of Certificate for the Class A Shares.(1)
   4.4         Fruit of the Loom, Inc. 1996 Incentive Compensation Plan as
               Amended and Restated through May 19, 1998.(3)
   5           Opinion of Truman Bodden & Company.(3)
   23.1        Consent of Independent Auditors, Ernst & Young LLP.(3)
   23.2        Consent of Counsel (included in the Opinion of Truman Bodden &
               Company in Exhibit 5 hereto).
   24          Power of Attorney



--------------------
(1)  Previously filed as an exhibit to the S-4 Registration Statement and
     incorporated herein by reference.
(2)  Filed as Exhibit 4 to FTL-Delaware's Registration Statement on Form S-8
     filed on July 30, 1996.
(3)  Filed herewith.


                                        6



<PAGE>   7



ITEM 9.  UNDERTAKINGS.

         1.   The Company hereby undertakes:

              (a) 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 paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report 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.

              (b) 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.

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

         2.   The Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the Company'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 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.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been informed 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


                                        7

<PAGE>   8


indemnification against such liabilities (other than the payment of by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 the Company is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                        8

<PAGE>   9




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act 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 Chicago, and State of Illinois on this 2nd day of
March, 1999.

                                         FRUIT OF THE LOOM, LTD.

                                         By:      /s/ G. Wiliam Newton
                                              ----------------------------------
                                              G. William Newton, Senior Vice 
                                              President Finance and Acting Chief
                                              Financial Officer


<TABLE>
<CAPTION>
                      SIGNATURE                                                           TITLE
                      ---------                                                           -----
<S>                                                               <C>
                                                                  Chairman of the Board and Chief Executive Officer
                          *                                       (Principal Executive Officer) and Director
-------------------------------------------------------
                   William Farley
                                                                  Senior Vice President Finance and Acting Chief
                                                                  Financial Officer (Principal Financial and Accounting
                /s/ G. William Newton                             Officer)
-------------------------------------------------------
                  G. William Newton  


                          *                                       Director
-------------------------------------------------------
                  Omar Z. Al Askari  


                          *                                       Director
-------------------------------------------------------
                Dennis S. Bookshester


                          *                                       Director
-------------------------------------------------------
                  Henry A. Johnson  

                          *                                       Director
-------------------------------------------------------
                    A. Lorne Weil   


                          *                                       Director
-------------------------------------------------------
                Sir Brian G. Wolfson 


                                                                  Director
-------------------------------------------------------
                  Mark A. McCormack 



By:               /s/ Howard S. Lanznar  
   ----------------------------------------------------
                  Howard S. Lanznar
                  Attorney-in-fact

</TABLE>


                                        9

<PAGE>   10



                                  EXHIBIT INDEX


Exhibit
Number                                Description
-------                               -----------

4.1            Amended and Restated Articles of Association of FTL-Cayman.(1)

4.2            Amended and Restated Memorandum of Association of FTL-Cayman.(1)

4.3            Form of Certificate for the Class A Shares.(1)

4.4            Fruit of the Loom, Inc. 1996 Incentive Compensation Plan as 
               Amended and Restated through May 19, 1998.(3)

5              Opinion of Truman Bodden & Company.(3)

23.1           Consent of Independent Auditors, Ernst & Young LLP.(3)

23.2           Consent of Counsel (included in the Opinion of Truman Bodden & 
               Company in Exhibit 5 hereto).

24             Power of Attorney


--------------------
(1)  Previously filed as an exhibit to the S-4 Registration Statement and
     incorporated herein by reference.
(2)  Filed as Exhibit 4 to FTL-Delaware's Registration Statement on Form S-8
     filed on July 30, 1996.
(3)  Filed herewith.



                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19500}]
{"company-data": {"conformed-name": "FRUIT OF THE LOOM LTD", "cik": "0001053303", "assigned-sic": "2320", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74077", "film-number": "99559942"}, "business-address": {"street1": "SAFEHAVEN CORPORATE CENTER", "city": "GRAND CAYMAN", "state": "E9", "zip": "00000", "phone": "3459496690"}}
1
      As filed with the Securities and Exchange Commission on March 8, 1999
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             FRUIT OF THE LOOM, LTD.
             (Exact Name of Registrant as specified in its Charter)

     CAYMAN ISLANDS                                   NONE
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                                P.O Box 31311 SMB
                           Safehaven Corporate Center
                        Grand Cayman, Cayman Islands, BWI
                                 (345) 949-6690
           (Address of principal executive offices including zip code)

            FRUIT OF THE LOOM, INC. 1996 INCENTIVE COMPENSATION PLAN
                             AS AMENDED AND RESTATED
                            (Full title of the plan)

                                G. William Newton
                        Senior Vice President Finance and
                         Acting Chief Financial Officer
                             Fruit of the Loom, Ltd.
                                5000 SEARS TOWER
                             233 South Wacker Drive
                             Chicago, Illinois 60606
                                 (312) 876-1724
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a Copy to:
                                 John J. Ray III
                          Vice President and Secretary
                            Fruit of the Loom, Ltd.,
                                5000 SEARS TOWER
                             Chicago, Illinois 60606
                                 (312) 876-1724
2

                         CALCULATION OF REGISTRATION FEE
PROPOSED                           
                                                    PROPOSED MAXIMUM          MAXIMUM          AMOUNT OF
TITLE OF SECURITIES           AMOUNT TO BE           OFFERING PRICE          AGGREGATE        REGISTRATION
  TO BE REGISTERED           REGISTERED (1)            PER SHARE           OFFERING PRICE        FEE
---------------------      ------------------       ----------------      --------------      ------------
Class A Common Stock       1,000,000 shares                12.157             12,157,000         $3,586
($.01 par value)
(1)  Includes an indeterminate number of shares of Common Stock that may be
          issuable by reason of stock splits, stock dividends or similar
          transactions in accordance with Rule 416 under the Securities Act of
          1933.

     (2)  The amounts are based upon the high and low sales prices of Fruit of
          the Loom, Inc. as reported on the  New York Stock Exchange on March 4,
          1999 and are used solely for the purpose of calculating the
          registration fee pursuant to Rule 457(c) under the Securities Act of
          1933.

      This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a registration statement filed on
Form S-8 relating to the Fruit of the Loom, Inc. 1996 Incentive Compensation
Plan As Amended and Restated is effective. Accordingly, pursuant to General
Instruction E of Form S-8, the Registration Statement on Form S-8 (File No.
333-09203) filed with the Securities and Exchange Commission on July 30, 1996 is
hereby incorporated by reference.

                                        2
3

                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

      The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                        3
4
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission, are
incorporated herein by reference and made a part hereof:

         (i) The Annual Report on Form 10-K for the year ended December 31, 1997
of FTL-Delaware Delaware as amended on Form 10K/A dated August 10, 1998.

         (ii) The Quarterly Report on Form 10-Q for the quarter ended September
26, 1998 of FTL-Delaware; and

         (iii) The Quarterly Report on Form 10-Q for the quarter ended June 27,
1998 of FTL-Delaware; and

         (iv) The Quarterly Report on Form 10-Q for the quarter ended March 28,
1998 of FTL-Delaware; and

         (v) The Current Reports on Form 8-K dated February 11, 1998, February
12, 1998, July 24, 1998, February 17, 1999 and March 4, 1999 and on Form 8-K/A
dated February 23, 1998 of FTL-Delaware; and

         (vi) The description of the Company's Class A Ordinary Shares, par
value $.01 per share ("Class A Shares") contained in the Company's Registration
Statement on Form S-4 (Registration No. 333-46007) filed on February 10, 1998
and all amendments thereto the "S-4 Registration Statement"); and

         (vii) The S-4 Registration Statement.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained therein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                        4
5

         The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Cayman Islands company. Article 119 of the Company's
Amended and Restated Articles of Association, filed as Exhibit 3.3 to the S-4
Registration Statement, contains provisions with respect to indemnification of
the Company's officers and directors. Such provisions provide that the Company
shall indemnify, in accordance with and to the full extent now or hereafter
permitted by law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as a director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The Company
shall also advance the expenses of defending any such act, suit or proceeding in
accordance with and to the full extent now or hereafter permitted by law. Such
indemnification and advancement of expenses are not exclusive of any other right
to indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duties as a director.

         The Companies Law (1995 Revision) of the Cayman Islands does not set
out any specific restrictions on the ability of a company to indemnify officers
or directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman Islands
would indicate that indemnification is generally permissible except in the event
that there had been fraud or wilful default on the part of the officer or
director or reckless disregard of his duties and obligations to the Company.

         The Company has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its officers and directors and those of
its subsidiaries and affiliates in connection with the performance of their
duties.

                                        5
6

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

      The following is a list of all exhibits filed as part of this Registration
Statement on Form S- 8, including those incorporated by reference.

  EXHIBIT
  NUMBER       DESCRIPTION

   4.1         Amended and Restated Articles of Association of FTL-Cayman.(1)
   4.2         Amended and Restated Memorandum of Association of FTL-Cayman.(1)
   4.3         Form of Certificate for the Class A Shares.(1)
   4.4         Fruit of the Loom, Inc. 1996 Incentive Compensation Plan as
               Amended and Restated through May 19, 1998.(3)
   5           Opinion of Truman Bodden & Company.(3)
   23.1        Consent of Independent Auditors, Ernst & Young LLP.(3)
   23.2        Consent of Counsel (included in the Opinion of Truman Bodden &
               Company in Exhibit 5 hereto).
   24          Power of Attorney

--------------------
(1)  Previously filed as an exhibit to the S-4 Registration Statement and
     incorporated herein by reference.
(2)  Filed as Exhibit 4 to FTL-Delaware's Registration Statement on Form S-8
     filed on July 30, 1996.
(3)  Filed herewith.

                                        6
7

ITEM 9.  UNDERTAKINGS.

         1.   The Company hereby undertakes:

              (a) 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 paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report 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.

              (b) 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.

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

         2.   The Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the Company'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 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.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been informed 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

                                        7
8

indemnification against such liabilities (other than the payment of by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 the Company is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                        8
9

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act 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 Chicago, and State of Illinois on this 2nd day of
March, 1999.

                                         FRUIT OF THE LOOM, LTD.

                                         By:      /s/ G. Wiliam Newton
                                              ----------------------------------
                                              G. William Newton, Senior Vice 
                                              President Finance and Acting Chief
                                              Financial Officer
SIGNATURE                                                           TITLE
                      ---------                                                           -----
Chairman of the Board and Chief Executive Officer
                          *                                       (Principal Executive Officer) and Director
-------------------------------------------------------
                   William Farley
                                                                  Senior Vice President Finance and Acting Chief
                                                                  Financial Officer (Principal Financial and Accounting
                /s/ G. William Newton                             Officer)
-------------------------------------------------------
                  G. William Newton  

                          *                                       Director
-------------------------------------------------------
                  Omar Z. Al Askari  

                          *                                       Director
-------------------------------------------------------
                Dennis S. Bookshester

                          *                                       Director
-------------------------------------------------------
                  Henry A. Johnson  

                          *                                       Director
-------------------------------------------------------
                    A. Lorne Weil   

                          *                                       Director
-------------------------------------------------------
                Sir Brian G. Wolfson 

                                                                  Director
-------------------------------------------------------
                  Mark A. McCormack 

By:               /s/ Howard S. Lanznar  
   ----------------------------------------------------
                  Howard S. Lanznar
                  Attorney-in-fact
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                                  EXHIBIT INDEX

Exhibit
Number                                Description
-------                               -----------

4.1            Amended and Restated Articles of Association of FTL-Cayman.(1)

4.2            Amended and Restated Memorandum of Association of FTL-Cayman.(1)

4.3            Form of Certificate for the Class A Shares.(1)

4.4            Fruit of the Loom, Inc. 1996 Incentive Compensation Plan as 
               Amended and Restated through May 19, 1998.(3)

5              Opinion of Truman Bodden & Company.(3)

23.1           Consent of Independent Auditors, Ernst & Young LLP.(3)

23.2           Consent of Counsel (included in the Opinion of Truman Bodden & 
               Company in Exhibit 5 hereto).

24             Power of Attorney

--------------------
(1)  Previously filed as an exhibit to the S-4 Registration Statement and
     incorporated herein by reference.
(2)  Filed as Exhibit 4 to FTL-Delaware's Registration Statement on Form S-8
     filed on July 30, 1996.
(3)  Filed herewith.

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