<PAGE>   1
     As filed with the Securities and Exchange Commission on August 23, 2000

                                               Registration No. 333-
                                                                    ------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                             WESTPOINT STEVENS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



          DELAWARE                                               36-3498354
(STATE OR OTHER JURISDICTION                                  (I.R.S. EMPLOYER
     OF INCORPORATION OR                                     IDENTIFICATION NO.)
        ORGANIZATION)

                              507 WEST TENTH STREET
                            WEST POINT, GEORGIA 31833
                                 (706) 645-4000
                        (ADDRESS AND TELEPHONE NUMBER OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)



                             WESTPOINT STEVENS INC.
                          OMNIBUS STOCK INCENTIVE PLAN
                                  (AS AMENDED)
                            (FULL TITLE OF THE PLAN)



                       ===================================
                              Christopher N. Zodrow
                          Vice President and Secretary
                             WestPoint Stevens Inc.
                              507 West Tenth Street
                            West Point, Georgia 31833
                                 (706) 645-4000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                           PROPOSED      PROPOSED
                                           MAXIMUM       MAXIMUM
TITLE OF                   AMOUNT          OFFERING      AGGREGATE  AMOUNT OF
SECURITIES TO              TO BE           PRICE PER     OFFERING   REGISTRATION
BE REGISTERED              REGISTERED      SHARE(1)      PRICE(1)   FEE
--------------------------------------------------------------------------------
SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE   2,795,208(2)    $13.38      $37,399,883   $9,873.57
================================================================================
(1) Computed solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices of the Common Stock as reported by the New
York Stock Exchange on August 15, 2000.

(2) In accordance with Rule 457(h)(3) under the Securities Act of 1933, the
amount to be registered is the sum of (i) the 2,000,000 shares of Common Stock
being registered for issuance by WestPoint Stevens Inc. pursuant to this Form
S-8 and (ii) 795,208 additional shares, which are covered by the Reoffer
Prospectus included herein.


<PAGE>   2

                                EXPLANATORY NOTE

         The 2,000,000 shares of common stock, $0.01 par value per share (the
"Common Stock"), of WestPoint Stevens Inc. (the "Company") being registered
pursuant to this Form S-8 are additional shares of the Common Stock of the
Company issuable to participants in the WestPoint Stevens Inc. Omnibus Stock
Incentive Plan (as amended) (the "Plan").

         The Company previously registered 1,625,350 shares of Common Stock for
issuance under the Plan under a Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on May 28, 1997 (File No. 333-27913)
(the "1997 Registration Statement"). Subsequent to the 1997 Registration
Statement, the Common Stock of the Company split on a two-for-one (2 for 1)
basis. Pursuant to Rules 416(a) and (b) of the Securities Act of 1933, the 1997
Registration Statement is deemed to cover the additional 1,625,350 shares of
Common Stock resulting from the 2 for 1 stock split. Therefore, the 1997
Registration Statement covers 3,250,700 shares of Common Stock of the Company.

         The Company also previously registered an additional 2,000,000 shares
of the Common Stock for issuance under the Plan under a separate Registration
Statement on Form S-8, as filed with the Securities and Exchange Commission on
May 18, 1999 (File No. 333-78679) (the "1999 Registration Statement").

         As a consequence of the 1997 Registration Statement, the 2 for 1 stock
split and the 1999 Registration Statement, before the filing of this
Registration Statement the Company had an aggregate amount of 5,250,700 shares
of Common Stock for issuance under the Plan registered under the Securities Act
of 1933.

         Pursuant to General Instruction E to Form S-8, this Registration
Statement incorporates by reference the contents of the 1997 Registration
Statement and the 1999 Registration Statement, except as otherwise set forth
herein.



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of the Company's Common
Stock covered by this Registration Statement has been omitted in accordance with
the Note to Part I of Form S-8.


                                       2
<PAGE>   3

                                    PART I-A
                         REOFFER PROSPECTUS PREPARED IN
                       ACCORDANCE WITH THE REQUIREMENTS OF
                               PART I OF FORM S-3

                               REOFFER PROSPECTUS

                             WESTPOINT STEVENS INC.

                    COMMON STOCK (PAR VALUE $0.01 PER SHARE)

                      2,795,208 SHARES OF THE COMMON STOCK

                        UNDER THE WESTPOINT STEVENS INC.

                    OMNIBUS STOCK INCENTIVE PLAN (AS AMENDED)


         This prospectus is being used in connection with the offering from time
to time by our employees and non-employee directors, who are considered for
purposes of this prospectus to be selling stockholders, who may be deemed our
"affiliates" as defined in Rule 405 under the Securities Act of 1933, as
amended, of shares of our common stock that have been or may be acquired by them
pursuant to our Omnibus Stock Incentive Plan (as amended).

         Our common stock is listed and traded on the NYSE under the symbol
"WXS." Such listing became effective on October 15, 1999. On August 18, 2000,
the closing price of the common stock as reported by the NYSE was $13.9375 per
share. Prior to October 15, 1999, our common stock was listed on the National
Association of Securities Dealers Automated Quotation System - National Market
System ("NASDAQ") under the symbol "WPSN".

         SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized to give any information or to make any
representation, other than those in this prospectus, in connection with the
offer contained in this prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by us. This
prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any of the securities offered hereby in any state to or from any person
to whom it is unlawful to make or solicit such an offer in such state.

                 The date of this prospectus is August 23, 2000.


                                       3
<PAGE>   4

                           FORWARD-LOOKING STATEMENTS

         Certain information incorporated by reference into this prospectus
under the caption "Risk Factors," and elsewhere includes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, and is subject to the safe harbor created by that Act. There are
several important factors that could cause actual results to differ materially
from those anticipated by the forward-looking statements contained in such
discussions. Additional information on the risk factors which could affect our
financial results is included in this prospectus and in other documents
incorporated by reference herein.

                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information filed by us may
be inspected and copied at the public reference facilities maintained by the SEC
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may be obtained from the Public Reference Section
of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. In addition, material filed by us can be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005. The SEC maintains a Website at http://www.sec.gov
containing reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, including us.

         This prospectus constitutes a part of a Registration Statement on Form
S-8 filed by us on August 23, 2000 with the SEC under the Securities Act. As
permitted by the rules and regulations of the SEC, this prospectus omits certain
information contained in the registration statement and incorporates by
reference certain additional information previously filed with the SEC. Such
additional information can be inspected at and obtained from the SEC in the
manner set forth above. Statements contained in this prospectus or in any
document incorporated by reference herein as to the terms of any contract or
other document referred to herein or therein are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the registration statement or such other
document, each such statement being qualified in all respects by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the SEC are incorporated herein by
reference:

         -        our Annual Report on Form 10-K for the year ended December 31,
                  1999;


                                       4
<PAGE>   5

         -        the Proxy Statement for the Annual Meeting of Stockholders
                  held on June 29, 2000;

         -        our Quarterly Reports on Form 10-Q for the quarter ended March
                  31, 2000 and for the quarter ended June 30, 2000;

         -        our Current Reports on Form 8-K filed on February 15, 2000,
                  March 27, 2000, April 5, 2000, May 24, 2000 and June 30, 2000;
                  and

         -        the description of our common stock contained in our
                  Registration Statement on Form 8-A (Commission File No.
                  001-15381) filed on October 8, 1999.

         All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and prior to the
termination of the offering shall be deemed to be incorporated herein 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 in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
incorporated herein or in any other subsequently filed document that also is or
is 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 prospectus. Subject
to the foregoing, all information appearing in this prospectus is qualified in
its entirety by the information appearing in the documents incorporated by
reference herein.

         Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents), will be provided without charge to each person,
including any beneficial owner to whom a copy of this prospectus has been
delivered upon the written or oral request of such person. Requests for such
copies should be directed to us at 507 West Tenth Street, West Point, Georgia
31833, Attention: Secretary, telephone: (706) 645-4000.

                                   WHO WE ARE

         We manufacture, market and distribute bed and bath home fashions
products directly and indirectly through our subsidiaries. We manufacture and
market our products for distribution to chain and department stores, mass
merchants and specialty stores.

         We estimate that we have the largest market share, approximately 36%,
in the domestic sheet and pillowcase market and the largest market share,
approximately 44%, in the domestic bath towel market. We are positioned as a
single-source supplier to retailers of bed and bath products offering a broad
assortment of products across multiple price points. The breadth of our products
and price points allows us to provide a


                                       5
<PAGE>   6

comprehensive product offering for each major distribution channel, including
chain and department stores, mass merchants and specialty bed and bath stores.

         We manufacture and market a broad range of bed and bath products,
including:

         -        decorative sheets, accessories and towels;

         -        designer sheets, accessories and towels;

         -        sheets, accessories and towels for the hospitality industry;

         -        blankets;

         -        private label sheets, accessories and towels;

         -        bedskirts, bedspreads, comforters, and duvet covers;

         -        drapes and valances;

         -        throw pillows and bed pillows;

         -        mattress pads;

         -        shower curtains;

         -        and table covers.

         Such products are made from a variety of fabrics, such as chambray,
twill, sateen, flannel, linen, cotton and cotton blends and are available in a
wide assortment of colors and patterns.

         Our products are marketed under well-known and firmly established
trademarks, brand names and private labels. We use trademarks, brand names and
private labels as merchandising tools to assist our customers in coordinating
their product offerings and differentiating our products from those of our
competitors. Our product trademarks include:

         -        GRAND PATRICIAN(R)
         -        MARTEX(R)
         -        PATRICIAN(R)
         -        UTICA(R)
         -        STEVENS(R)
         -        LADY PEPPERELL(R)
         -        LUXOR(R)
         -        VELLUX(R)


                                       6
<PAGE>   7

         In addition, certain products are manufactured and sold pursuant to
licensing agreements under designer names that include, among others:

         -        Ralph Lauren Home Collection
         -        Sanderson
         -        Designers Guild
         -        Joe Boxer
         -        Glynda Turley
         -        Serta Perfect Sleeper.

         We are a Delaware corporation with our principal executive offices
located at 507 West Tenth Street, West Point, Georgia 31833. Our telephone
number is (706) 645-4000.

                                  RISK FACTORS

         An investment in our common stock involves risks. You should read and
carefully consider the following risk factors in addition to all other
information in this prospectus before making an investment in the common stock.

WE ARE SUBSTANTIALLY LEVERAGED, WHICH COULD REDUCE OUR CASH FLOWS.

         We are substantially leveraged. This could have important consequences
to you, including without limitation, the following:

         -        our ability to obtain additional financing in the future for
                  working capital, capital expenditures, acquisitions, general
                  corporate purposes or other purposes could be restricted;

         -        a significant portion of our cash flow from operations must be
                  dedicated to the payment of interest on our indebtedness,
                  which will reduce the funds available to us for our
                  operations;

         -        our bank borrowings are, and will continue to be, at variable
                  rates of interest, which could result in higher interest
                  expense in the event of an increase in interest rates; and

         -        our indebtedness contains financial and restrictive covenants,
                  the failure to comply with which may result in an event of
                  default, which, if not cured or waived, could have a material
                  adverse effect on our company.

         The degree to which we are leveraged could also affect our ability to
compete effectively and could limit our business opportunities and place us at a
competitive disadvantage against other less leveraged competitors. Our
substantial outstanding debt has important consequences, including the risk that
we may not generate sufficient cash


                                       7
<PAGE>   8

flow from operations to pay principal and interest on our indebtedness or to
invest in our businesses. While we believe, based upon our historical and
anticipated performance, that we will be able to satisfy our debt obligations
from our cash flow from operations and refinancings, we cannot make any
assurances of our ability. While we can raise cash to satisfy our obligations
through potential sales of assets or equity, our ability to raise funds by
selling either assets or equity depends on our results of operations, market
conditions, restrictions contained in our revolving credit facility and the
indentures relating to our outstanding debt instruments and other factors. If we
are unable to refinance indebtedness or raise funds through sales of assets or
equity or otherwise, we may be unable to pay principal of and interest on our
indebtedness.

         We currently have significant annual cash interest expense in
connection with our obligations under our long-term indebtedness. At June 30,
2000, we had total long-term indebtedness of $1.475 million and a ratio of total
long-term indebtedness to total capitalization of 1.95 to 1.00.

OUR DEBT INSTRUMENTS IMPOSE OPERATING AND FINANCIAL RESTRICTIONS ON OUR COMPANY
THAT COULD LIMIT OUR ABILITY TO RESPOND TO CHANGING ECONOMIC OR BUSINESS
CONDITIONS.

         Our senior credit facility and our indentures relating to our public
indebtedness impose operating and financial restrictions on our company and our
subsidiaries. These restrictions, combined with our substantially leveraged
position, could limit our ability to respond to changing business or economic
conditions or adverse developments affecting our operating results. These
restrictions include, without limitation, limitations on indebtedness, liens,
sale/leaseback transactions, asset sales, transactions with affiliates,
operating leases, acquisitions and investments. In addition, we are required
under our senior credit facility to maintain specified financial ratios and
levels, including a minimum consolidated net worth (as defined in our senior
credit facility), current ratio and ratio of EBITDA to interest expense.

THE HOME FASHIONS INDUSTRY IS CYCLICAL AND SEASONAL.

         The home fashions industry is both cyclical and seasonal, which affects
our performance. Traditionally, the home fashions industry is seasonal, with
peak sales seasons in the summer and fall. In response to this seasonality, we
increase our inventory levels during the first six months of the year to meet
customer demands for the peak summer and fall seasons. In addition, the home
fashions industry is traditionally cyclical and our performance may be
negatively affected by downturns in consumer spending.


                                        8
<PAGE>   9

SIX OF OUR CUSTOMERS ACCOUNT FOR MORE THAN HALF OF OUR NET SALES. THE LOSS OF
ANY OF OUR LARGE CUSTOMERS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

         Our home fashions products are sold to chain stores, including, among
others, J.C. Penney Company, Inc. and Sears Roebuck & Co., Inc.; mass merchants
such as Wal-Mart Stores, Inc., Kmart Corporation and Target Stores (a division
of Target Corporation); and department and specialty stores, including Federated
Department Stores and Mervyn's (also a division of Target Corporation). The
above named customers, which are our six largest customers, accounted for
approximately 56% of our net sales during the fiscal year ended December 31,
1999. In 1999, sales to Target Corporation, Kmart and Wal-Mart were 14%, 13% and
11%, respectively, of our net sales. Each of such customers has purchased goods
from us in each of the last 10 years. Although we have no reason to believe that
we will lose the business of any of our largest customers, a loss of any of the
largest accounts, or a material portion of any thereof, would have an adverse
effect upon our business, which could be material.

A PORTION OF OUR SALES ARE DERIVED FROM LICENSED DESIGNER BRANDS. THE LOSS OF A
SIGNIFICANT LICENSE COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

        A portion of our sales are derived from licensed designer brands. The
loss of a significant license could have a material adverse effect on our
business. The license agreements are generally for a term of two to three years
with one license agreement currently having a term of five years; some of the
licenses are automatically renewed for additional periods, assuming that sales
thresholds established by each agreement have been met. No single license has
accounted for more than 11% of our total sales volume during any of the past
five fiscal years.

A SHORTAGE OF THE PRINCIPAL RAW MATERIALS WE USE TO MANUFACTURE OUR PRODUCTS
COULD FORCE US TO PAY MORE FOR THOSE MATERIALS AND, POSSIBLY, CAUSE US TO
INCREASE OUR PRICES, WHICH COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.

         Any shortage in the raw materials we use to manufacture our products
could adversely affect our operations. The principal raw materials that we use
in the manufacture of our products are cotton of various grades and staple
lengths and polyester in staple and filament form. Although we have been able to
acquire sufficient quantities of cotton for our operations in the past, any
shortage in the cotton supply by reason of weather, disease or other factors, or
a significant increase in the price of cotton, could adversely affect our
operations. The price of man-made fibers, such as polyester, is influenced by
demand, manufacturing capacity and costs, petroleum prices, cotton prices and
the cost of polymers used in producing these fibers. Any significant prolonged
petrochemical shortages could significantly decrease the availability of
man-made fibers and could cause a substantial increase in demand for cotton.
This could result in decreased availability of cotton and, possible, increased
prices and could adversely affect our operations.


                                       9
<PAGE>   10

OUR INDUSTRY IS VERY COMPETITIVE AND OUR SUCCESS DEPENDS ON OUR ABILITY TO
COMPETE EFFECTIVELY IN THE MARKET.

         The home fashions industry is highly competitive. Our future success
will depend on a large extent on our ability to remain the low-cost producer and
to remain competitive. We compete with both foreign and domestic companies on
the basis of price, quality and customer service, among other factors. In the
sheet and towel markets, we compete primarily with Fieldcrest Cannon, Inc., a
wholly-owned subsidiary of Pillowtex Corporation, and Springs Industries, Inc.
In the other bedding and accessories markets, we compete with many companies,
most of which are smaller than us. Our future success depends on our ability to
remain competitive in the areas of marketing, product development, price,
quality, brand names, manufacturing capabilities, distribution and order
processing. We cannot assure you of our ability to compete effectively in any of
these areas. Any failure to compete effectively could adversely affect our sales
and, accordingly, our operations.

WE ARE SUBJECT TO VARIOUS FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS AND
REGULATIONS. IF WE DO NOT COMPLY WITH THESE REGULATIONS, WE MAY INCUR
SIGNIFICANT COSTS IN THE FUTURE TO BECOME COMPLIANT.

         We are subject to various laws and regulations governing, among other
things, the discharge, storage, handling and disposal of a variety of hazardous
and non-hazardous substances and wastes used in, or resulting from, our
operations, including potential remediation obligations under those laws and
regulations. Our operations are also governed by laws and regulations relating
to employee safety and health which, among other things, establish exposure
limitations for cotton dust, formaldehyde, asbestos and noise, and which
regulate chemical and ergonomic hazards in the workplace. Although we do not
expect that compliance with any of these laws and regulations will adversely
affect our operations, we cannot assure you that regulatory requirements will
not become more stringent in the future or that we will not incur significant
costs to comply with those requirements.

OUR PRINCIPAL STOCKHOLDER HAS THE ABILITY TO EXERT SIGNIFICANT INFLUENCE ON OUR
COMPANY AND ON MATTERS SUBJECT TO THE VOTE OF OUR STOCKHOLDERS.

         As of June 30, 2000, Holcombe T. Green, Jr., the Chairman of the Board
and Chief Executive Officer, beneficially owned 18,229,408 shares of common
stock, constituting approximately 36.7% of the outstanding common stock. These
shares included 15,483,306 shares held directly by WPS Investors, L.P., of which
HTG Corp., a company owned by Mr. Green, is general partner. As a result of his
beneficial ownership of common stock and his positions in our company, Mr. Green
will continue to be able to have significant influence on our company and on
matters subject to the vote of our stockholders.


                                       10
<PAGE>   11

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares of common
stock. All of the shares of common stock being offered are beneficially owned by
the selling stockholders named in this prospectus, although we may receive the
exercise price in cash upon the exercise of the options pursuant to which the
shares of common stock are acquired by the selling stockholders.

                              SELLING STOCKHOLDERS

         This prospectus relates to shares of common stock that have been or may
be acquired by the selling stockholders pursuant to the Omnibus Stock Incentive
Plan. The following table sets forth the name and relationship to us of each
selling stockholder who is (or may be deemed to be) our affiliate and who
currently holds options to acquire common stock pursuant to the Omnibus Stock
Incentive Plan, together with the number of shares of common stock that each
such person may acquire pursuant to the exercise of such options.

<TABLE>
<CAPTION>
                                                                        Number of
Name of Executive                 Relationship                          Options Granted
----------------------            --------------------------            ---------------
<S>                               <C>                                   <C>
Holcombe T. Green, Jr.            Chairman and Chief                    1,550,000
                                  Executive Officer

Thomas J. Ward                    President and Chief                   580,000
                                  Operating Officer

David C. Meek                     Executive Vice President -            100,000
                                  Finance and Chief
                                  Financial Officer

John T. Toolan                    Executive Vice President              235,208

Joan E. Amberg                    Senior Vice President                 64,067

Lanny L. Bledsoe                  Senior Vice President -               162,133
                                  Manufacturing

Hugh M. Chapman                   Director                              35,000

M. Katherine Dwyer                Director                              17,200

John G. Hudson                    Director                              17,200

Gerald B. Mitchell                Director                              17,200

John F. Sorte                     Director                              17,200
</TABLE>


                                       11
<PAGE>   12

         As of June 30, 2000, there were 49,670,667 shares of our common stock
outstanding.

                              PLAN OF DISTRIBUTION

         The shares of common stock held by selling stockholders may be sold
from time to time to purchasers directly. Alternatively, the selling
stockholders may sell the shares of common stock in one or more transactions
(which may involve one or more block transactions) on the NYSE, in sales
occurring in the public market off the NYSE, in separately negotiated
transactions, or in a combination of such transactions. Each such sale may be
made either at market prices prevailing at the time of such sale or at
negotiated prices. Some or all of the shares of common stock may be sold through
brokers acting on behalf of the selling stockholders or to dealers for resale by
such dealers, and in connection with such sales, such brokers or dealers may
receive compensation in the form of discounts or commissions from the selling
stockholders and/or the purchasers of such shares for whom they may act as
broker or agent (which discounts or commissions are not anticipated to exceed
those customary in the types of transactions involved). However, any securities
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.

         All expenses of registration incurred in connection with this offering
are being borne by us, but all brokerage commissions and other expenses incurred
by individual selling stockholders will be borne by each such selling
stockholder.

         The selling stockholders and any dealer participating in the
distribution of any shares of common stock or any broker executing selling
orders on behalf of a selling stockholder may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any profit on the sale
of any or all of the shares of common stock by them and any discounts or
commissions received by any such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.

                                     EXPERTS

         Our consolidated financial statements at December 31, 1999 and 1998 and
for each of the three years in the period ended December 31, 1999, which appear
in the Form 10-K, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference in this
prospectus. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.


                                       12
<PAGE>   13


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference: (1) the Company's Annual
Report on Form 10-K for the year ended December 31, 1999; (2) Proxy Statement
for the Annual Meeting of Stockholders of the Company held on June 29, 2000;
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; (4) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000; (5) the Company's Current Reports on Form 8-K filed on February
15, 2000, March 27, 2000, April 5, 2000, May 24, 2000 and June 30, 2000; and
(6) the description of our common stock contained in our Registration Statement
on Form 8-A (Commission File No. 001-15381) filed on October 8, 1999.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing hereof and prior to
the filing of a post-effective amendment 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 such documents.

ITEM 8.  EXHIBITS.

<TABLE>
<S>      <C>       <C>     <C>
         3.1       -       Restated Certificate of Incorporation of WestPoint
                           Stevens Inc., as currently in effect, incorporated
                           by reference to Exhibit 3(a) to the Registration
                           Statement on Form S-4 (Commission File No.
                           333-59817) filed with the Commission on July 24,
                           1998.

         3.2        -      Amended and Restated By-Laws of WestPoint Stevens
                           Inc., as currently in effect, incorporated by
                           reference to Exhibit 3.4 of the Post-Effective
                           Amendment No. 1 to Registration Statement on Form
                           S-1 (Commission File No. 33-77726) filed with the
                           Commission on May 19, 1994.

         5.1      -        Opinion and Consent of Counsel of the Company.

         23.1     -        Consent of Ernst & Young LLP.

         23.2     -        Consent of Counsel of the Company (included in
                           Exhibit 5.1).

         24.1     -        Power of Attorney (included as part of this
                           Registration Statement).
</TABLE>


                                      13
<PAGE>   14



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Atlanta, Georgia, on this 23rd day of August, 2000.

                                          WestPoint Stevens Inc.
                                          (REGISTRANT)


                                          By: /s/ Holcombe T. Green, Jr.
                                             ------------------------------
                                          Holcombe T. Green, Jr.
                                          Chairman of the Board and Chief
                                          Executive Officer


                                      14
<PAGE>   15


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Holcombe T. Green, Jr., David C. Meek
and Christopher N. Zodrow, or any of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign any related
Registration Statement filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing required and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or substitutes, could lawfully
do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
         Signature                                Title                              Date
         ---------                                -----                              ----
<S>                                      <C>                                   <C>

/s/ Holcombe T. Green, Jr                Chairman of the Board and Chief       August 23, 2000
---------------------------              Executive Officer (Principal
Holcombe T. Green, Jr.                   Executive Officer)

/s/ Thomas J. Ward                       Director, President and Chief         August 23, 2000
---------------------------              Operating Officer
Thomas J. Ward

/s/ David C. Meek                        Executive Vice President/Finance      August 23, 2000
---------------------------              and Chief Financial Officer
David C. Meek                            (Principal Financial Officer)

/s/ J. Nelson Griffith                   Senior Vice President and             August 23, 2000
---------------------------              Controller (Principal Accounting
J. Nelson Griffith                       Officer)

/s/ Hugh M. Chapman                      Director                              August 23, 2000
---------------------------
Hugh M. Chapman

/s/ M. Katherine Dwyer                   Director                              August 23, 2000
---------------------------
M. Katherine Dwyer

/s/ John G. Hudson                       Director                              August 23, 2000
---------------------------
John G. Hudson

/s/ Gerald B. Mitchell                   Director                              August 23, 2000
---------------------------
Gerald B. Mitchell

/s/ John F. Sorte                        Director                              August 23, 2000
---------------------------
John F. Sorte
</TABLE>


                                      15
<PAGE>   16


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.               DESCRIPTION                                                        PAGE NO.
-----------               -----------                                                        --------
<S>                       <C>                                                                <C>
3.1                       Restated Certificate of Incorporation of WestPoint
                          Stevens Inc., as currently in effect, incorporated by
                          reference to Exhibit 3(a) to the Registration
                          Statement on Form S-4 (Commission File No. 333-59817)
                          filed with the Commission on July 24, 1998.

3.2                       Amended and Restated By-Laws of WestPoint Stevens
                          Inc., as currently in effect, incorporated by
                          reference to Exhibit 3.4 of the Post-Effective
                          Amendment No. 1 to Registration Statement on Form S-1
                          (Commission File No. 33-77726) filed with the
                          Commission on May 19, 1994.

5.1                       Opinion and Consent of Counsel of the Company.

23.1                      Consent of Ernst & Young LLP.

23.2                      Consent of Counsel of the Company (included in Exhibit 5).

24.1                      Power of Attorney (included as part of this Registration
                          Statement).
</TABLE>


                                      16
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{"company-data": {"conformed-name": "WESTPOINT STEVENS INC", "cik": "0000852952", "assigned-sic": "2390", "irs-number": "363498354", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44366", "film-number": "708585"}, "business-address": {"street1": "507 W TENTH ST", "city": "WEST POINT", "state": "GA", "zip": "31833", "phone": "7066454000"}, "mail-address": {"street1": "P O BOX 71", "city": "WEST POINT", "state": "GA", "zip": "31833"}}
1
     As filed with the Securities and Exchange Commission on August 23, 2000

                                               Registration No. 333-
                                                                    ------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             WESTPOINT STEVENS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                               36-3498354
(STATE OR OTHER JURISDICTION                                  (I.R.S. EMPLOYER
     OF INCORPORATION OR                                     IDENTIFICATION NO.)
        ORGANIZATION)

                              507 WEST TENTH STREET
                            WEST POINT, GEORGIA 31833
                                 (706) 645-4000
                        (ADDRESS AND TELEPHONE NUMBER OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             WESTPOINT STEVENS INC.
                          OMNIBUS STOCK INCENTIVE PLAN
                                  (AS AMENDED)
                            (FULL TITLE OF THE PLAN)

                       ===================================
                              Christopher N. Zodrow
                          Vice President and Secretary
                             WestPoint Stevens Inc.
                              507 West Tenth Street
                            West Point, Georgia 31833
                                 (706) 645-4000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                           PROPOSED      PROPOSED
                                           MAXIMUM       MAXIMUM
TITLE OF                   AMOUNT          OFFERING      AGGREGATE  AMOUNT OF
SECURITIES TO              TO BE           PRICE PER     OFFERING   REGISTRATION
BE REGISTERED              REGISTERED      SHARE(1)      PRICE(1)   FEE
--------------------------------------------------------------------------------
SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE   2,795,208(2)    $13.38      $37,399,883   $9,873.57
================================================================================
(1) Computed solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices of the Common Stock as reported by the New
York Stock Exchange on August 15, 2000.

(2) In accordance with Rule 457(h)(3) under the Securities Act of 1933, the
amount to be registered is the sum of (i) the 2,000,000 shares of Common Stock
being registered for issuance by WestPoint Stevens Inc. pursuant to this Form
S-8 and (ii) 795,208 additional shares, which are covered by the Reoffer
Prospectus included herein.
2

                                EXPLANATORY NOTE

         The 2,000,000 shares of common stock, $0.01 par value per share (the
"Common Stock"), of WestPoint Stevens Inc. (the "Company") being registered
pursuant to this Form S-8 are additional shares of the Common Stock of the
Company issuable to participants in the WestPoint Stevens Inc. Omnibus Stock
Incentive Plan (as amended) (the "Plan").

         The Company previously registered 1,625,350 shares of Common Stock for
issuance under the Plan under a Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on May 28, 1997 (File No. 333-27913)
(the "1997 Registration Statement"). Subsequent to the 1997 Registration
Statement, the Common Stock of the Company split on a two-for-one (2 for 1)
basis. Pursuant to Rules 416(a) and (b) of the Securities Act of 1933, the 1997
Registration Statement is deemed to cover the additional 1,625,350 shares of
Common Stock resulting from the 2 for 1 stock split. Therefore, the 1997
Registration Statement covers 3,250,700 shares of Common Stock of the Company.

         The Company also previously registered an additional 2,000,000 shares
of the Common Stock for issuance under the Plan under a separate Registration
Statement on Form S-8, as filed with the Securities and Exchange Commission on
May 18, 1999 (File No. 333-78679) (the "1999 Registration Statement").

         As a consequence of the 1997 Registration Statement, the 2 for 1 stock
split and the 1999 Registration Statement, before the filing of this
Registration Statement the Company had an aggregate amount of 5,250,700 shares
of Common Stock for issuance under the Plan registered under the Securities Act
of 1933.

         Pursuant to General Instruction E to Form S-8, this Registration
Statement incorporates by reference the contents of the 1997 Registration
Statement and the 1999 Registration Statement, except as otherwise set forth
herein.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of the Company's Common
Stock covered by this Registration Statement has been omitted in accordance with
the Note to Part I of Form S-8.

                                       2
3

                                    PART I-A
                         REOFFER PROSPECTUS PREPARED IN
                       ACCORDANCE WITH THE REQUIREMENTS OF
                               PART I OF FORM S-3

                               REOFFER PROSPECTUS

                             WESTPOINT STEVENS INC.

                    COMMON STOCK (PAR VALUE $0.01 PER SHARE)

                      2,795,208 SHARES OF THE COMMON STOCK

                        UNDER THE WESTPOINT STEVENS INC.

                    OMNIBUS STOCK INCENTIVE PLAN (AS AMENDED)

         This prospectus is being used in connection with the offering from time
to time by our employees and non-employee directors, who are considered for
purposes of this prospectus to be selling stockholders, who may be deemed our
"affiliates" as defined in Rule 405 under the Securities Act of 1933, as
amended, of shares of our common stock that have been or may be acquired by them
pursuant to our Omnibus Stock Incentive Plan (as amended).

         Our common stock is listed and traded on the NYSE under the symbol
"WXS." Such listing became effective on October 15, 1999. On August 18, 2000,
the closing price of the common stock as reported by the NYSE was $13.9375 per
share. Prior to October 15, 1999, our common stock was listed on the National
Association of Securities Dealers Automated Quotation System - National Market
System ("NASDAQ") under the symbol "WPSN".

         SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized to give any information or to make any
representation, other than those in this prospectus, in connection with the
offer contained in this prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by us. This
prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any of the securities offered hereby in any state to or from any person
to whom it is unlawful to make or solicit such an offer in such state.

                 The date of this prospectus is August 23, 2000.

                                       3
4

                           FORWARD-LOOKING STATEMENTS

         Certain information incorporated by reference into this prospectus
under the caption "Risk Factors," and elsewhere includes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, and is subject to the safe harbor created by that Act. There are
several important factors that could cause actual results to differ materially
from those anticipated by the forward-looking statements contained in such
discussions. Additional information on the risk factors which could affect our
financial results is included in this prospectus and in other documents
incorporated by reference herein.

                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information filed by us may
be inspected and copied at the public reference facilities maintained by the SEC
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may be obtained from the Public Reference Section
of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. In addition, material filed by us can be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005. The SEC maintains a Website at http://www.sec.gov
containing reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, including us.

         This prospectus constitutes a part of a Registration Statement on Form
S-8 filed by us on August 23, 2000 with the SEC under the Securities Act. As
permitted by the rules and regulations of the SEC, this prospectus omits certain
information contained in the registration statement and incorporates by
reference certain additional information previously filed with the SEC. Such
additional information can be inspected at and obtained from the SEC in the
manner set forth above. Statements contained in this prospectus or in any
document incorporated by reference herein as to the terms of any contract or
other document referred to herein or therein are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the registration statement or such other
document, each such statement being qualified in all respects by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the SEC are incorporated herein by
reference:

         -        our Annual Report on Form 10-K for the year ended December 31,
                  1999;

                                       4
5

         -        the Proxy Statement for the Annual Meeting of Stockholders
                  held on June 29, 2000;

         -        our Quarterly Reports on Form 10-Q for the quarter ended March
                  31, 2000 and for the quarter ended June 30, 2000;

         -        our Current Reports on Form 8-K filed on February 15, 2000,
                  March 27, 2000, April 5, 2000, May 24, 2000 and June 30, 2000;
                  and

         -        the description of our common stock contained in our
                  Registration Statement on Form 8-A (Commission File No.
                  001-15381) filed on October 8, 1999.

         All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and prior to the
termination of the offering shall be deemed to be incorporated herein 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 in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
incorporated herein or in any other subsequently filed document that also is or
is 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 prospectus. Subject
to the foregoing, all information appearing in this prospectus is qualified in
its entirety by the information appearing in the documents incorporated by
reference herein.

         Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents), will be provided without charge to each person,
including any beneficial owner to whom a copy of this prospectus has been
delivered upon the written or oral request of such person. Requests for such
copies should be directed to us at 507 West Tenth Street, West Point, Georgia
31833, Attention: Secretary, telephone: (706) 645-4000.

                                   WHO WE ARE

         We manufacture, market and distribute bed and bath home fashions
products directly and indirectly through our subsidiaries. We manufacture and
market our products for distribution to chain and department stores, mass
merchants and specialty stores.

         We estimate that we have the largest market share, approximately 36%,
in the domestic sheet and pillowcase market and the largest market share,
approximately 44%, in the domestic bath towel market. We are positioned as a
single-source supplier to retailers of bed and bath products offering a broad
assortment of products across multiple price points. The breadth of our products
and price points allows us to provide a

                                       5
6

comprehensive product offering for each major distribution channel, including
chain and department stores, mass merchants and specialty bed and bath stores.

         We manufacture and market a broad range of bed and bath products,
including:

         -        decorative sheets, accessories and towels;

         -        designer sheets, accessories and towels;

         -        sheets, accessories and towels for the hospitality industry;

         -        blankets;

         -        private label sheets, accessories and towels;

         -        bedskirts, bedspreads, comforters, and duvet covers;

         -        drapes and valances;

         -        throw pillows and bed pillows;

         -        mattress pads;

         -        shower curtains;

         -        and table covers.

         Such products are made from a variety of fabrics, such as chambray,
twill, sateen, flannel, linen, cotton and cotton blends and are available in a
wide assortment of colors and patterns.

         Our products are marketed under well-known and firmly established
trademarks, brand names and private labels. We use trademarks, brand names and
private labels as merchandising tools to assist our customers in coordinating
their product offerings and differentiating our products from those of our
competitors. Our product trademarks include:

         -        GRAND PATRICIAN(R)
         -        MARTEX(R)
         -        PATRICIAN(R)
         -        UTICA(R)
         -        STEVENS(R)
         -        LADY PEPPERELL(R)
         -        LUXOR(R)
         -        VELLUX(R)

                                       6
7

         In addition, certain products are manufactured and sold pursuant to
licensing agreements under designer names that include, among others:

         -        Ralph Lauren Home Collection
         -        Sanderson
         -        Designers Guild
         -        Joe Boxer
         -        Glynda Turley
         -        Serta Perfect Sleeper.

         We are a Delaware corporation with our principal executive offices
located at 507 West Tenth Street, West Point, Georgia 31833. Our telephone
number is (706) 645-4000.

                                  RISK FACTORS

         An investment in our common stock involves risks. You should read and
carefully consider the following risk factors in addition to all other
information in this prospectus before making an investment in the common stock.

WE ARE SUBSTANTIALLY LEVERAGED, WHICH COULD REDUCE OUR CASH FLOWS.

         We are substantially leveraged. This could have important consequences
to you, including without limitation, the following:

         -        our ability to obtain additional financing in the future for
                  working capital, capital expenditures, acquisitions, general
                  corporate purposes or other purposes could be restricted;

         -        a significant portion of our cash flow from operations must be
                  dedicated to the payment of interest on our indebtedness,
                  which will reduce the funds available to us for our
                  operations;

         -        our bank borrowings are, and will continue to be, at variable
                  rates of interest, which could result in higher interest
                  expense in the event of an increase in interest rates; and

         -        our indebtedness contains financial and restrictive covenants,
                  the failure to comply with which may result in an event of
                  default, which, if not cured or waived, could have a material
                  adverse effect on our company.

         The degree to which we are leveraged could also affect our ability to
compete effectively and could limit our business opportunities and place us at a
competitive disadvantage against other less leveraged competitors. Our
substantial outstanding debt has important consequences, including the risk that
we may not generate sufficient cash

                                       7
8

flow from operations to pay principal and interest on our indebtedness or to
invest in our businesses. While we believe, based upon our historical and
anticipated performance, that we will be able to satisfy our debt obligations
from our cash flow from operations and refinancings, we cannot make any
assurances of our ability. While we can raise cash to satisfy our obligations
through potential sales of assets or equity, our ability to raise funds by
selling either assets or equity depends on our results of operations, market
conditions, restrictions contained in our revolving credit facility and the
indentures relating to our outstanding debt instruments and other factors. If we
are unable to refinance indebtedness or raise funds through sales of assets or
equity or otherwise, we may be unable to pay principal of and interest on our
indebtedness.

         We currently have significant annual cash interest expense in
connection with our obligations under our long-term indebtedness. At June 30,
2000, we had total long-term indebtedness of $1.475 million and a ratio of total
long-term indebtedness to total capitalization of 1.95 to 1.00.

OUR DEBT INSTRUMENTS IMPOSE OPERATING AND FINANCIAL RESTRICTIONS ON OUR COMPANY
THAT COULD LIMIT OUR ABILITY TO RESPOND TO CHANGING ECONOMIC OR BUSINESS
CONDITIONS.

         Our senior credit facility and our indentures relating to our public
indebtedness impose operating and financial restrictions on our company and our
subsidiaries. These restrictions, combined with our substantially leveraged
position, could limit our ability to respond to changing business or economic
conditions or adverse developments affecting our operating results. These
restrictions include, without limitation, limitations on indebtedness, liens,
sale/leaseback transactions, asset sales, transactions with affiliates,
operating leases, acquisitions and investments. In addition, we are required
under our senior credit facility to maintain specified financial ratios and
levels, including a minimum consolidated net worth (as defined in our senior
credit facility), current ratio and ratio of EBITDA to interest expense.

THE HOME FASHIONS INDUSTRY IS CYCLICAL AND SEASONAL.

         The home fashions industry is both cyclical and seasonal, which affects
our performance. Traditionally, the home fashions industry is seasonal, with
peak sales seasons in the summer and fall. In response to this seasonality, we
increase our inventory levels during the first six months of the year to meet
customer demands for the peak summer and fall seasons. In addition, the home
fashions industry is traditionally cyclical and our performance may be
negatively affected by downturns in consumer spending.

                                        8
9

SIX OF OUR CUSTOMERS ACCOUNT FOR MORE THAN HALF OF OUR NET SALES. THE LOSS OF
ANY OF OUR LARGE CUSTOMERS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

         Our home fashions products are sold to chain stores, including, among
others, J.C. Penney Company, Inc. and Sears Roebuck & Co., Inc.; mass merchants
such as Wal-Mart Stores, Inc., Kmart Corporation and Target Stores (a division
of Target Corporation); and department and specialty stores, including Federated
Department Stores and Mervyn's (also a division of Target Corporation). The
above named customers, which are our six largest customers, accounted for
approximately 56% of our net sales during the fiscal year ended December 31,
1999. In 1999, sales to Target Corporation, Kmart and Wal-Mart were 14%, 13% and
11%, respectively, of our net sales. Each of such customers has purchased goods
from us in each of the last 10 years. Although we have no reason to believe that
we will lose the business of any of our largest customers, a loss of any of the
largest accounts, or a material portion of any thereof, would have an adverse
effect upon our business, which could be material.

A PORTION OF OUR SALES ARE DERIVED FROM LICENSED DESIGNER BRANDS. THE LOSS OF A
SIGNIFICANT LICENSE COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

        A portion of our sales are derived from licensed designer brands. The
loss of a significant license could have a material adverse effect on our
business. The license agreements are generally for a term of two to three years
with one license agreement currently having a term of five years; some of the
licenses are automatically renewed for additional periods, assuming that sales
thresholds established by each agreement have been met. No single license has
accounted for more than 11% of our total sales volume during any of the past
five fiscal years.

A SHORTAGE OF THE PRINCIPAL RAW MATERIALS WE USE TO MANUFACTURE OUR PRODUCTS
COULD FORCE US TO PAY MORE FOR THOSE MATERIALS AND, POSSIBLY, CAUSE US TO
INCREASE OUR PRICES, WHICH COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.

         Any shortage in the raw materials we use to manufacture our products
could adversely affect our operations. The principal raw materials that we use
in the manufacture of our products are cotton of various grades and staple
lengths and polyester in staple and filament form. Although we have been able to
acquire sufficient quantities of cotton for our operations in the past, any
shortage in the cotton supply by reason of weather, disease or other factors, or
a significant increase in the price of cotton, could adversely affect our
operations. The price of man-made fibers, such as polyester, is influenced by
demand, manufacturing capacity and costs, petroleum prices, cotton prices and
the cost of polymers used in producing these fibers. Any significant prolonged
petrochemical shortages could significantly decrease the availability of
man-made fibers and could cause a substantial increase in demand for cotton.
This could result in decreased availability of cotton and, possible, increased
prices and could adversely affect our operations.

                                       9
10

OUR INDUSTRY IS VERY COMPETITIVE AND OUR SUCCESS DEPENDS ON OUR ABILITY TO
COMPETE EFFECTIVELY IN THE MARKET.

         The home fashions industry is highly competitive. Our future success
will depend on a large extent on our ability to remain the low-cost producer and
to remain competitive. We compete with both foreign and domestic companies on
the basis of price, quality and customer service, among other factors. In the
sheet and towel markets, we compete primarily with Fieldcrest Cannon, Inc., a
wholly-owned subsidiary of Pillowtex Corporation, and Springs Industries, Inc.
In the other bedding and accessories markets, we compete with many companies,
most of which are smaller than us. Our future success depends on our ability to
remain competitive in the areas of marketing, product development, price,
quality, brand names, manufacturing capabilities, distribution and order
processing. We cannot assure you of our ability to compete effectively in any of
these areas. Any failure to compete effectively could adversely affect our sales
and, accordingly, our operations.

WE ARE SUBJECT TO VARIOUS FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS AND
REGULATIONS. IF WE DO NOT COMPLY WITH THESE REGULATIONS, WE MAY INCUR
SIGNIFICANT COSTS IN THE FUTURE TO BECOME COMPLIANT.

         We are subject to various laws and regulations governing, among other
things, the discharge, storage, handling and disposal of a variety of hazardous
and non-hazardous substances and wastes used in, or resulting from, our
operations, including potential remediation obligations under those laws and
regulations. Our operations are also governed by laws and regulations relating
to employee safety and health which, among other things, establish exposure
limitations for cotton dust, formaldehyde, asbestos and noise, and which
regulate chemical and ergonomic hazards in the workplace. Although we do not
expect that compliance with any of these laws and regulations will adversely
affect our operations, we cannot assure you that regulatory requirements will
not become more stringent in the future or that we will not incur significant
costs to comply with those requirements.

OUR PRINCIPAL STOCKHOLDER HAS THE ABILITY TO EXERT SIGNIFICANT INFLUENCE ON OUR
COMPANY AND ON MATTERS SUBJECT TO THE VOTE OF OUR STOCKHOLDERS.

         As of June 30, 2000, Holcombe T. Green, Jr., the Chairman of the Board
and Chief Executive Officer, beneficially owned 18,229,408 shares of common
stock, constituting approximately 36.7% of the outstanding common stock. These
shares included 15,483,306 shares held directly by WPS Investors, L.P., of which
HTG Corp., a company owned by Mr. Green, is general partner. As a result of his
beneficial ownership of common stock and his positions in our company, Mr. Green
will continue to be able to have significant influence on our company and on
matters subject to the vote of our stockholders.

                                       10
11

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares of common
stock. All of the shares of common stock being offered are beneficially owned by
the selling stockholders named in this prospectus, although we may receive the
exercise price in cash upon the exercise of the options pursuant to which the
shares of common stock are acquired by the selling stockholders.

                              SELLING STOCKHOLDERS

         This prospectus relates to shares of common stock that have been or may
be acquired by the selling stockholders pursuant to the Omnibus Stock Incentive
Plan. The following table sets forth the name and relationship to us of each
selling stockholder who is (or may be deemed to be) our affiliate and who
currently holds options to acquire common stock pursuant to the Omnibus Stock
Incentive Plan, together with the number of shares of common stock that each
such person may acquire pursuant to the exercise of such options.
Number of
Name of Executive                 Relationship                          Options Granted
----------------------            --------------------------            ---------------
Holcombe T. Green, Jr.            Chairman and Chief                    1,550,000
                                  Executive Officer

Thomas J. Ward                    President and Chief                   580,000
                                  Operating Officer

David C. Meek                     Executive Vice President -            100,000
                                  Finance and Chief
                                  Financial Officer

John T. Toolan                    Executive Vice President              235,208

Joan E. Amberg                    Senior Vice President                 64,067

Lanny L. Bledsoe                  Senior Vice President -               162,133
                                  Manufacturing

Hugh M. Chapman                   Director                              35,000

M. Katherine Dwyer                Director                              17,200

John G. Hudson                    Director                              17,200

Gerald B. Mitchell                Director                              17,200

John F. Sorte                     Director                              17,200
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         As of June 30, 2000, there were 49,670,667 shares of our common stock
outstanding.

                              PLAN OF DISTRIBUTION

         The shares of common stock held by selling stockholders may be sold
from time to time to purchasers directly. Alternatively, the selling
stockholders may sell the shares of common stock in one or more transactions
(which may involve one or more block transactions) on the NYSE, in sales
occurring in the public market off the NYSE, in separately negotiated
transactions, or in a combination of such transactions. Each such sale may be
made either at market prices prevailing at the time of such sale or at
negotiated prices. Some or all of the shares of common stock may be sold through
brokers acting on behalf of the selling stockholders or to dealers for resale by
such dealers, and in connection with such sales, such brokers or dealers may
receive compensation in the form of discounts or commissions from the selling
stockholders and/or the purchasers of such shares for whom they may act as
broker or agent (which discounts or commissions are not anticipated to exceed
those customary in the types of transactions involved). However, any securities
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.

         All expenses of registration incurred in connection with this offering
are being borne by us, but all brokerage commissions and other expenses incurred
by individual selling stockholders will be borne by each such selling
stockholder.

         The selling stockholders and any dealer participating in the
distribution of any shares of common stock or any broker executing selling
orders on behalf of a selling stockholder may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any profit on the sale
of any or all of the shares of common stock by them and any discounts or
commissions received by any such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.

                                     EXPERTS

         Our consolidated financial statements at December 31, 1999 and 1998 and
for each of the three years in the period ended December 31, 1999, which appear
in the Form 10-K, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference in this
prospectus. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

                                       12
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                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference: (1) the Company's Annual
Report on Form 10-K for the year ended December 31, 1999; (2) Proxy Statement
for the Annual Meeting of Stockholders of the Company held on June 29, 2000;
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; (4) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000; (5) the Company's Current Reports on Form 8-K filed on February
15, 2000, March 27, 2000, April 5, 2000, May 24, 2000 and June 30, 2000; and
(6) the description of our common stock contained in our Registration Statement
on Form 8-A (Commission File No. 001-15381) filed on October 8, 1999.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing hereof and prior to
the filing of a post-effective amendment 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 such documents.

ITEM 8.  EXHIBITS.
3.1       -       Restated Certificate of Incorporation of WestPoint
                           Stevens Inc., as currently in effect, incorporated
                           by reference to Exhibit 3(a) to the Registration
                           Statement on Form S-4 (Commission File No.
                           333-59817) filed with the Commission on July 24,
                           1998.

         3.2        -      Amended and Restated By-Laws of WestPoint Stevens
                           Inc., as currently in effect, incorporated by
                           reference to Exhibit 3.4 of the Post-Effective
                           Amendment No. 1 to Registration Statement on Form
                           S-1 (Commission File No. 33-77726) filed with the
                           Commission on May 19, 1994.

         5.1      -        Opinion and Consent of Counsel of the Company.

         23.1     -        Consent of Ernst & Young LLP.

         23.2     -        Consent of Counsel of the Company (included in
                           Exhibit 5.1).

         24.1     -        Power of Attorney (included as part of this
                           Registration Statement).
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Atlanta, Georgia, on this 23rd day of August, 2000.

                                          WestPoint Stevens Inc.
                                          (REGISTRANT)

                                          By: /s/ Holcombe T. Green, Jr.
                                             ------------------------------
                                          Holcombe T. Green, Jr.
                                          Chairman of the Board and Chief
                                          Executive Officer

                                      14
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                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Holcombe T. Green, Jr., David C. Meek
and Christopher N. Zodrow, or any of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign any related
Registration Statement filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing required and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or substitutes, could lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                Title                              Date
         ---------                                -----                              ----
/s/ Holcombe T. Green, Jr                Chairman of the Board and Chief       August 23, 2000
---------------------------              Executive Officer (Principal
Holcombe T. Green, Jr.                   Executive Officer)

/s/ Thomas J. Ward                       Director, President and Chief         August 23, 2000
---------------------------              Operating Officer
Thomas J. Ward

/s/ David C. Meek                        Executive Vice President/Finance      August 23, 2000
---------------------------              and Chief Financial Officer
David C. Meek                            (Principal Financial Officer)

/s/ J. Nelson Griffith                   Senior Vice President and             August 23, 2000
---------------------------              Controller (Principal Accounting
J. Nelson Griffith                       Officer)

/s/ Hugh M. Chapman                      Director                              August 23, 2000
---------------------------
Hugh M. Chapman

/s/ M. Katherine Dwyer                   Director                              August 23, 2000
---------------------------
M. Katherine Dwyer

/s/ John G. Hudson                       Director                              August 23, 2000
---------------------------
John G. Hudson

/s/ Gerald B. Mitchell                   Director                              August 23, 2000
---------------------------
Gerald B. Mitchell

/s/ John F. Sorte                        Director                              August 23, 2000
---------------------------
John F. Sorte
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                                 EXHIBIT INDEX
EXHIBIT NO.               DESCRIPTION                                                        PAGE NO.
-----------               -----------                                                        --------
3.1                       Restated Certificate of Incorporation of WestPoint
                          Stevens Inc., as currently in effect, incorporated by
                          reference to Exhibit 3(a) to the Registration
                          Statement on Form S-4 (Commission File No. 333-59817)
                          filed with the Commission on July 24, 1998.

3.2                       Amended and Restated By-Laws of WestPoint Stevens
                          Inc., as currently in effect, incorporated by
                          reference to Exhibit 3.4 of the Post-Effective
                          Amendment No. 1 to Registration Statement on Form S-1
                          (Commission File No. 33-77726) filed with the
                          Commission on May 19, 1994.

5.1                       Opinion and Consent of Counsel of the Company.

23.1                      Consent of Ernst & Young LLP.

23.2                      Consent of Counsel of the Company (included in Exhibit 5).

24.1                      Power of Attorney (included as part of this Registration
                          Statement).
16