<PAGE>   1
    As filed with the Securities and Exchange Commission on October 29, 1997
                                                  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, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                  DELAWARE                               36-3361804
       (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

     5000 SEARS TOWER, 233 SOUTH WACKER DRIVE, CHICAGO, ILLINOIS  60606
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

     FRUIT OF THE LOOM, INC. 1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
                           AS AMENDED AND RESTATED
          FRUIT OF THE LOOM, INC. 1996 INCENTIVE COMPENSATION PLAN
                          (FULL TITLE OF THE PLANS)

                                LARRY SWITZER
                     SENIOR EXECUTIVE VICE PRESIDENT AND
                           CHIEF FINANCIAL OFFICER
                           FRUIT OF THE LOOM, INC.
 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:
                              HOWARD S. LANZNAR
                            KATTEN MUCHIN & ZAVIS
  525 WEST MONROE, SUITE 1600, CHICAGO, ILLINOIS 60661-3693, (312) 902-5200

     Approximate commencement date of the proposed sale to the public:  FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
     If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, please check the
following box:   [ ]
     If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box:  [X]
                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF EACH CLASS OF         AMOUNT TO BE           OFFERING PRICE        AGGREGATE OFFERING         AMOUNT OF
SECURITIES TO BE REGISTERED      REGISTERED(1)            PER SHARE                PRICE(2)          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>                      <C>                   <C>
Class A Common Stock
($.01 par value)...........    3,000,000 shares       See Footnote 2 below       $83,344,699             $25,256
============================================================================================================================
(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.
</TABLE>
        
<PAGE>   2



(2)  The amounts are based upon the exercise of options for 120,046 Shares at
     the price of $41.00 per Share, the exercise of options for 25,000 Shares
     at the price of $41.625 per Share, the exercise of options for 5,000
     Shares at the price of $40.125 per Share, the exercise of options for
     5,000 Shares at the price of $39.50 per Share, the exercise of options for
     3,000 Shares at the price of $38.125 per Share, the exercise of options
     for 10,000 Shares at the price of $34.875 per Share, the exercise of
     options for 5,000 Shares at the price of $37.25 per Share, the exercise of
     options for 110,000 Shares at the price of $27.0625 per Share, and the
     average of the high and low sale prices reported on the New York Stock
     Exchange on October 27, 1997 with respect to the exercise of options for
     2,716,954 Shares and are used solely for the purpose of calculating the
     registration  fee pursuant to Rule 457(h)(1) under the Securities Act of
     1933.
=============================================================================== 

<PAGE>   3


                                   PART I
                     INFORMATION REQUIRED IN PROSPECTUS

       The information called for in Part I of Form S-8 is currently included in
the prospectuses for the Fruit of the Loom, Inc. (the "Company") 1995 Executive
Incentive Compensation Plan and the Fruit of the Loom, Inc. 1996 Incentive
Compensation Plan and is not being filed with or included in this Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission").


                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The Company's Annual Report on Form 10-K for the year ended December 31,
1996, the Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997 and the Company's current report on Form 8-K, dated
October 28, 1997, which were previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are hereby incorporated in this Registration Statement by reference and shall
be deemed to be a part hereof.

       The description of the Class A Common Stock contained in the Company's
Registration Statement on Form 8-A filed on September 19, 1986 pursuant to
Section 12 of the Exchange Act and all amendments thereto and reports filed for
the purposes of updating such description and the description of the preferred
stock purchase rights contained in the Company's Registration Statement on Form
8-A filed on March 11, 1996 pursuant to Section 12 of the Exchange Act and all
amendments thereto and reports filed for the purposes of updating such
description are hereby incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof.

       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.

       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 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.



                                    II-1
<PAGE>   4
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any persons, including directors and officers, who
are (or are threatened to be made) parties to any threatened, pending or
completed legal action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of their being directors or officers
of the Company.  The indemnity may include expenses, attorneys' fees,
judgments, fines and amounts paid in settlement, provided such sums were
actually and reasonably incurred in connection with such action, suit or
proceeding and provided the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests and, in the case of criminal proceedings, provided he had no
reasonable cause to believe that his conduct was unlawful.  The corporation may
indemnify directors and officers in a derivative action (in which suit is
brought by a stockholder on behalf of the corporation) under the same
conditions, except that no indemnification is permitted without judicial
approval if the director or officer is adjudged liable to the corporation.  If
the director or officer is successful on the merits or otherwise in defense of
any actions referred to above, the corporation must indemnify him against the
expenses and attorneys' fees he actually and reasonably incurred.

       Under a policy of insurance, the Company is entitled to be reimbursed for
indemnity payments it is required or permitted to make to its directors or
officers.

       Articles XII and XIII of the Company's Restated Certificate of
Incorporation provide that the Company shall indemnify certain of its former
and present directors and officers against certain liabilities and expenses
incurred as a result of their duties as such.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.


ITEM 8.  EXHIBITS.

       EXHIBIT
       NUMBER    DESCRIPTION
       -------   -----------  

       4.1*      Fruit of the Loom, Inc. 1995 Executive Incentive Compensation
                 Plan As Amended and Restated (filed as Exhibit A to the
                 Company's Proxy Statement for its Annual Meeting on May 13,
                 1997).
        
                                    II-2
<PAGE>   5

       4.2*      Fruit of the Loom, Inc. 1996 Incentive Compensation Plan
                 (filed as Exhibit 4 to the Company's S-8 on July 30, 1996).

       5         Opinion of Katten Muchin & Zavis as to the legality of
                 securities offered under both the Fruit of the Loom, Inc. 1995
                 Executive Incentive Compensation Plan As Amended and Restated
                 and the Fruit of the Loom, Inc. 1996 Incentive Compensation
                 Plan.
        
      23.1       Consent of Independent Auditors, Ernst & Young LLP.

      23.2       Consent of Counsel (contained in the Opinion of Katten Muchin
                 & Zavis in Exhibit 5 hereto).

      24         Power of Attorney (included on signature page of this
                 Registration Statement).
__________________

*    Incorporated herein by reference.

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 of 1933 as amended (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) 



                                     II-3
<PAGE>   6


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 provisions described in
Item 6 above, 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
indemnification against such liabilities (other than the payment 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.
        


                                     II-4
<PAGE>   7


                                  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 28th day of
October, 1997.

                                        FRUIT OF THE LOOM, INC.


                                        By:   /s/ LARRY K. SWITZER
                                           -------------------------------
                                           Larry K. Switzer
                                           Senior Executive Vice President
                                           and Chief Financial Officer

                              POWER OF ATTORNEY

       Each person whose signature appears below hereby constitutes and appoints
Larry K. Switzer and Howard S. Lanznar, and each of them his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf, individually and in each capacity stated below, all amendments and
post-effective amendments to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission under the Securities Act, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on October 28th, 1997.

        SIGNATURE                                  TITLE
        ---------                                  ----- 

   /s/ WILLIAM FARLEY      Chairman of the Board, Chief Executive Officer
-------------------------  (Principal Executive Officer) and Director
     William Farley

  /s/ RICHARD C. LAPPIN            
-------------------------  President, Chief Operating Officer and Director
    Richard C. Lappin              


  /s/ LARRY K. SWITZER     Senior Executive Vice President and Chief Financial
-------------------------  Officer (Principal Financial and Accounting Officer)
    Larry K. Switzer       and Director

    
  /s/ OMAR Z. AL ASKARI    
-------------------------  Director
    Omar Z. Al Askari              
                                   
/s/ DENNIS S. BOOKSHESTER          
-------------------------  Director
  Dennis S. Bookshester            
                                   
   /s/ LEE W. JENNINGS             
-------------------------  Director
     Lee W. Jennings               
                                   
  /s/ HENRY A. JOHNSON             
-------------------------  Director
    Henry A. Johnson               
                                                                      
  /s/ MARK MCCORMACK
-------------------------  Director
    Mark McCormack

    /s/ A. LORNE WEIL              
-------------------------  Director
      A. Lorne Weil                
                                   
/s/ SIR BRIAN G. WOLFSON           
-------------------------  Director
  Sir Brian G. Wolfson



                                     II-5
<PAGE>   8


                                EXHIBIT INDEX


<TABLE>
<CAPTION>

EXHIBIT
NUMBER   DESCRIPTION                                                                     PAGE NO.
-------  -----------------------------------------------------------------------------   --------
<S>      <C>                                                                             <C>
   5     Opinion of Katten Muchin & Zavis as to the legality of securities
         offered under both the Fruit of the Loom, Inc. 1995 Executive Incentive
         Compensation Plan As Amended and Restated and the Fruit of the Loom,
         Inc. 1996 Incentive Compensation Plan.
        
  23.1   Consent of Independent Auditors, Ernst & Young LLP.

  23.2   Consent of Counsel (contained in the Opinion of Katten Muchin & Zavis
         in Exhibit 5 hereto).

  24     Power of Attorney (included on signature page of this Registration 
         Statement).
</TABLE>












                                       II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20065}]
{"company-data": {"conformed-name": "FRUIT OF THE LOOM INC /DE/", "cik": "0000771298", "assigned-sic": "2250", "irs-number": "363361804", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38953", "film-number": "97702601"}, "business-address": {"street1": "5000 SEARS TWR", "street2": "233 S WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3128761724"}, "mail-address": {"street1": "5000 SEARS TWR", "street2": "233 S WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606"}, "former-company": [{"former-conformed-name": "FARLEY NORTHWEST INDUSTRIES INC /IL/", "date-changed": "19870421"}, {"former-conformed-name": "FARLEY NORTHWEST ACQUISITION CORP", "date-changed": "19850820"}]}
1
    As filed with the Securities and Exchange Commission on October 29, 1997
                                                  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, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                               36-3361804
       (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

     5000 SEARS TOWER, 233 SOUTH WACKER DRIVE, CHICAGO, ILLINOIS  60606
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

     FRUIT OF THE LOOM, INC. 1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
                           AS AMENDED AND RESTATED
          FRUIT OF THE LOOM, INC. 1996 INCENTIVE COMPENSATION PLAN
                          (FULL TITLE OF THE PLANS)

                                LARRY SWITZER
                     SENIOR EXECUTIVE VICE PRESIDENT AND
                           CHIEF FINANCIAL OFFICER
                           FRUIT OF THE LOOM, INC.
 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:
                              HOWARD S. LANZNAR
                            KATTEN MUCHIN & ZAVIS
  525 WEST MONROE, SUITE 1600, CHICAGO, ILLINOIS 60661-3693, (312) 902-5200

     Approximate commencement date of the proposed sale to the public:  FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
     If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, please check the
following box:   [ ]
     If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box:  [X]
                       CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF EACH CLASS OF         AMOUNT TO BE           OFFERING PRICE        AGGREGATE OFFERING         AMOUNT OF
SECURITIES TO BE REGISTERED      REGISTERED(1)            PER SHARE                PRICE(2)          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Class A Common Stock
($.01 par value)...........    3,000,000 shares       See Footnote 2 below       $83,344,699             $25,256
============================================================================================================================
(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

(2)  The amounts are based upon the exercise of options for 120,046 Shares at
     the price of $41.00 per Share, the exercise of options for 25,000 Shares
     at the price of $41.625 per Share, the exercise of options for 5,000
     Shares at the price of $40.125 per Share, the exercise of options for
     5,000 Shares at the price of $39.50 per Share, the exercise of options for
     3,000 Shares at the price of $38.125 per Share, the exercise of options
     for 10,000 Shares at the price of $34.875 per Share, the exercise of
     options for 5,000 Shares at the price of $37.25 per Share, the exercise of
     options for 110,000 Shares at the price of $27.0625 per Share, and the
     average of the high and low sale prices reported on the New York Stock
     Exchange on October 27, 1997 with respect to the exercise of options for
     2,716,954 Shares and are used solely for the purpose of calculating the
     registration  fee pursuant to Rule 457(h)(1) under the Securities Act of
     1933.
===============================================================================
3

                                   PART I
                     INFORMATION REQUIRED IN PROSPECTUS

       The information called for in Part I of Form S-8 is currently included in
the prospectuses for the Fruit of the Loom, Inc. (the "Company") 1995 Executive
Incentive Compensation Plan and the Fruit of the Loom, Inc. 1996 Incentive
Compensation Plan and is not being filed with or included in this Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The Company's Annual Report on Form 10-K for the year ended December 31,
1996, the Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997 and the Company's current report on Form 8-K, dated
October 28, 1997, which were previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are hereby incorporated in this Registration Statement by reference and shall
be deemed to be a part hereof.

       The description of the Class A Common Stock contained in the Company's
Registration Statement on Form 8-A filed on September 19, 1986 pursuant to
Section 12 of the Exchange Act and all amendments thereto and reports filed for
the purposes of updating such description and the description of the preferred
stock purchase rights contained in the Company's Registration Statement on Form
8-A filed on March 11, 1996 pursuant to Section 12 of the Exchange Act and all
amendments thereto and reports filed for the purposes of updating such
description are hereby incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof.

       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.

       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 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.

                                    II-1
4
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any persons, including directors and officers, who
are (or are threatened to be made) parties to any threatened, pending or
completed legal action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of their being directors or officers
of the Company.  The indemnity may include expenses, attorneys' fees,
judgments, fines and amounts paid in settlement, provided such sums were
actually and reasonably incurred in connection with such action, suit or
proceeding and provided the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests and, in the case of criminal proceedings, provided he had no
reasonable cause to believe that his conduct was unlawful.  The corporation may
indemnify directors and officers in a derivative action (in which suit is
brought by a stockholder on behalf of the corporation) under the same
conditions, except that no indemnification is permitted without judicial
approval if the director or officer is adjudged liable to the corporation.  If
the director or officer is successful on the merits or otherwise in defense of
any actions referred to above, the corporation must indemnify him against the
expenses and attorneys' fees he actually and reasonably incurred.

       Under a policy of insurance, the Company is entitled to be reimbursed for
indemnity payments it is required or permitted to make to its directors or
officers.

       Articles XII and XIII of the Company's Restated Certificate of
Incorporation provide that the Company shall indemnify certain of its former
and present directors and officers against certain liabilities and expenses
incurred as a result of their duties as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.

ITEM 8.  EXHIBITS.

       EXHIBIT
       NUMBER    DESCRIPTION
       -------   -----------  

       4.1*      Fruit of the Loom, Inc. 1995 Executive Incentive Compensation
                 Plan As Amended and Restated (filed as Exhibit A to the
                 Company's Proxy Statement for its Annual Meeting on May 13,
                 1997).
        
                                    II-2
5

       4.2*      Fruit of the Loom, Inc. 1996 Incentive Compensation Plan
                 (filed as Exhibit 4 to the Company's S-8 on July 30, 1996).

       5         Opinion of Katten Muchin & Zavis as to the legality of
                 securities offered under both the Fruit of the Loom, Inc. 1995
                 Executive Incentive Compensation Plan As Amended and Restated
                 and the Fruit of the Loom, Inc. 1996 Incentive Compensation
                 Plan.
        
      23.1       Consent of Independent Auditors, Ernst & Young LLP.

      23.2       Consent of Counsel (contained in the Opinion of Katten Muchin
                 & Zavis in Exhibit 5 hereto).

      24         Power of Attorney (included on signature page of this
                 Registration Statement).
__________________

*    Incorporated herein by reference.

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 of 1933 as amended (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) 

                                     II-3
6

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 provisions described in
Item 6 above, 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
indemnification against such liabilities (other than the payment 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.
        

                                     II-4
7

                                  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 28th day of
October, 1997.

                                        FRUIT OF THE LOOM, INC.

                                        By:   /s/ LARRY K. SWITZER
                                           -------------------------------
                                           Larry K. Switzer
                                           Senior Executive Vice President
                                           and Chief Financial Officer

                              POWER OF ATTORNEY

       Each person whose signature appears below hereby constitutes and appoints
Larry K. Switzer and Howard S. Lanznar, and each of them his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf, individually and in each capacity stated below, all amendments and
post-effective amendments to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission under the Securities Act, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on October 28th, 1997.

        SIGNATURE                                  TITLE
        ---------                                  ----- 

   /s/ WILLIAM FARLEY      Chairman of the Board, Chief Executive Officer
-------------------------  (Principal Executive Officer) and Director
     William Farley

  /s/ RICHARD C. LAPPIN            
-------------------------  President, Chief Operating Officer and Director
    Richard C. Lappin              

  /s/ LARRY K. SWITZER     Senior Executive Vice President and Chief Financial
-------------------------  Officer (Principal Financial and Accounting Officer)
    Larry K. Switzer       and Director

    
  /s/ OMAR Z. AL ASKARI    
-------------------------  Director
    Omar Z. Al Askari              
                                   
/s/ DENNIS S. BOOKSHESTER          
-------------------------  Director
  Dennis S. Bookshester            
                                   
   /s/ LEE W. JENNINGS             
-------------------------  Director
     Lee W. Jennings               
                                   
  /s/ HENRY A. JOHNSON             
-------------------------  Director
    Henry A. Johnson               
                                                                      
  /s/ MARK MCCORMACK
-------------------------  Director
    Mark McCormack

    /s/ A. LORNE WEIL              
-------------------------  Director
      A. Lorne Weil                
                                   
/s/ SIR BRIAN G. WOLFSON           
-------------------------  Director
  Sir Brian G. Wolfson

                                     II-5
8

                                EXHIBIT INDEX
EXHIBIT
NUMBER   DESCRIPTION                                                                     PAGE NO.
-------  -----------------------------------------------------------------------------   --------
5     Opinion of Katten Muchin & Zavis as to the legality of securities
         offered under both the Fruit of the Loom, Inc. 1995 Executive Incentive
         Compensation Plan As Amended and Restated and the Fruit of the Loom,
         Inc. 1996 Incentive Compensation Plan.
        
  23.1   Consent of Independent Auditors, Ernst & Young LLP.

  23.2   Consent of Counsel (contained in the Opinion of Katten Muchin & Zavis
         in Exhibit 5 hereto).

  24     Power of Attorney (included on signature page of this Registration 
         Statement).
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