<PAGE>   1
    As filed with the Securities and Exchange Commission on February 11, 2000
                                              Registration Number 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

                               RUSSELL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Alabama                                             63-0180720
 (State or Other Jurisdiction of                                (IRS Employer
 Incorporation or Organization)                              Identification No.)

755 Lee Street, Alexander City, Alabama                          35011-0272
(Address of Principal Executive Offices)                          (Zip Code)



                   RUSSELL CORPORATION 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                FLOYD G. HOFFMAN
                               Russell Corporation
                       3350 Riverwood Parkway, Suite 1600
                             Atlanta, Georgia 30339
                     (Name and Address of Agent For Service)

                                 (678) 742-8104
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With a copy to:

                                  JOHN K. MOLEN
                         Bradley Arant Rose & White LLP
                           2001 Park Place, Suite 1400
                            Birmingham, Alabama 35203
                                 (205) 521-8238
                            ------------------------

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
  Title of Each Class                                      Proposed Maximum        Proposed Maximum
     of Securities                    Amount to Be          Offering Price             Aggregate             Amount Of
   To Be Registered                    Registered              Per Share            Offering Price        Registration Fee
  -------------------                 ------------         ----------------        ----------------       ----------------
<S>                                 <C>                    <C>                     <C>                    <C>
Common Stock, par value             1,500,000 shares          $15.53125*             $23,296,875*            $6,150.38*
    $0.01 per share
</TABLE>


*     Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
      calculating the registration fee. The registration fee was based upon the
      average of the high and low prices ($15.53125) for the registrant's Common
      Stock on the New York Stock Exchange Composite Tape on February 8, 2000.


<PAGE>   2



           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference in Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference in the Section 10(a) Prospectus and are available,
without charge, to the participants upon written or oral request to Secretary,
Russell Corporation, 3350 Riverwood Parkway, Suite 1600, Atlanta, Georgia 30339
(telephone number (678) 742-8104). The documents containing the information
requested by Part I of Form S-8, the Annual Report on Form 10-K of Russell
Corporation for its latest fiscal year, and all reports, proxy statements and
other communications distributed generally to the security holders of Russell
Corporation are available, without charge, to participants upon written or oral
request to Secretary, Russell Corporation, 3350 Riverwood Parkway, Suite 1600,
Atlanta, Georgia 30339 (telephone number (678) 742-8104).


                                        2

<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference and made a
part hereof:

         (1) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended January 2, 1999 (Commission File No. 001-05822).

         (2) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended April 4, 1999, July 4, 1999 and October 3, 1999 (Commission File
No. 001-05822).

         (3) The Current Report of the Registrant on Form 8-K as filed on
September 17, 1999 (Commission File No. 001-05822).

         (4) The description of the Common Stock of the Registrant appearing in
the Registrant's Registration Statement on Form S-4 (Registration Statement No.
33-24735), under the caption "DESCRIPTION OF CAPITAL STOCK - Common Stock," as
filed on September 26, 1988 pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and appearing in the Registrant's Registration Statement
on Form 8-A (Registration Statement No. 001-05822) at Exhibit 1, as filed on
October 15, 1999 pursuant to the Exchange Act.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement 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 of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Bradley Arant Rose & White LLP, counsel to the Company, has been
routinely engaged to perform legal services by the Company since the formation
of the Company. As of the date hereof, the partners and associates of the firm
of Bradley Arant Rose & White LLP beneficially own approximately 10,000 shares
of Common Stock of the Company.





                                        3

<PAGE>   4



Item 6.  Indemnification of Directors and Officers.

         As permitted by Sections 10-2B-8.50 through 10-2B-8.58 of the Alabama
Business Corporation Act, Article VII of the Bylaws of the Company provides for
indemnification of directors, officers and employees in certain instances. The
provisions of Article VII provide as follows:

         Article VII.  Indemnification of Directors, Officers and Employees.

                  Section 7.1 The corporation shall indemnify any person who was
         or is party or is threatened to be made a party to any threatened,
         pending, or completed claim, action, suit or proceeding, whether civil,
         criminal, administrative or investigative, including appeals (other
         than an action by or in the right of the corporation) by reason of the
         fact that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him in connection with
         such claim, action, suit or proceeding if he acted in good faith and in
         a manner he reasonably believed to be in or not opposed to the best
         interests of the corporation and, with respect to any criminal action
         or proceeding, had no reasonable cause to believe his conduct was
         unlawful. The termination of any claim, action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he reasonably believed to be in or not opposed to the best
         interests of the corporation, and with respect to any criminal action
         or proceeding, had reasonable cause to believe that his conduct was
         unlawful.

                  Section 7.2 The corporation shall indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed claim, action or suit by or in the right of the
         corporation to procure a judgment in its favor by reason of the fact
         that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification shall be made in respect of any claim, issue, or matter
         as to which such person shall have been adjudged to be liable for
         negligence or misconduct in the performance of his duty to the
         corporation unless and only to the extent that the court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all circumstances
         of the case, such

                                        4

<PAGE>   5



         person is fairly and reasonably entitled to indemnity for such expenses
         which such court shall deem proper.

                  Section 7.3 To the extent that a director, officer, employee
         or agent of the corporation has been successful on the merits or
         otherwise in defense of any action, suit or proceeding referred to in
         sections 7.1 and 7.2, or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith,
         notwithstanding that he has not been successful on any other claim,
         issue or matter in any such action, suit or proceeding.

                  Section 7.4 Any indemnification under sections 7.1 and 7.2
         (unless ordered by a court) shall be made by the corporation only as
         authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in sections 7.1 and 7.2. Such determination shall be
         made (a) by the board of directors by a majority vote of a quorum
         consisting of directors who were not parties to, or who have been
         wholly successful on the merits or otherwise with respect to, such
         claim, action, suit or proceeding, or (b) if such a quorum is not
         obtainable, or, even if obtainable a quorum of disinterested directors
         so directs, by independent legal counsel in a written opinion, or (c)
         by the shareholders.

                  Section 7.5 Expenses (including attorneys' fees) incurred in
         defending a civil or criminal action, suit, or proceeding may be paid
         by the corporation in advance of the final disposition of such claim,
         action, suit, or proceeding as authorized in the manner provided in
         section 7.4 upon receipt of an undertaking by or on behalf of the
         director, officer, employee or agent to repay such amount if and to the
         extent that it shall be ultimately determined that he is not entitled
         to be indemnified by the corporation as authorized in this Article VII.

                  Section 7.6 The indemnification provided by this Article VII
         shall not be deemed exclusive of and shall be in addition to any other
         rights to which those indemnified may be entitled under any statute,
         rule of law, provisions of articles of incorporation, bylaw, agreement,
         vote of shareholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                  Section 7.7 The corporation may purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, partner, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether

                                        5

<PAGE>   6



         or not the corporation would have the power to indemnify him against
         such liability under the provisions of this Article VII.

         The indemnification provisions of Article VII of the Company's Bylaws
are not exclusive and are in addition to any other rights to which the officers
and directors may be entitled under any other statute, rule of law, agreement or
otherwise. The Company also maintains directors' and officers' liability
insurance insuring its directors and officers from certain liabilities and
expenses.

         Section 10 of the Company's Restated Articles of Incorporation provides
as follows:

         A director of the corporation shall not be liable to the corporation or
         its shareholders for money damages for any action taken, or failure to
         take action, as a director, except for (i) the amount of a financial
         benefit received by such director to which such director is not
         entitled; (ii) an intentional infliction of harm by such director on
         the corporation or its shareholders; (iii) a violation of Section
         10-2B-8.33 of the Code of Alabama of 1975 or any successor provision to
         such section; (iv) an intentional violation by such director of
         criminal law; or (v) a breach of such director's duty of loyalty to the
         corporation or its shareholders. If the Alabama Business Corporation
         Act, or any successor statute thereto, is hereafter amended to
         authorize the further elimination or limitation of the liability of a
         director of a corporation, then the liability of a director of the
         corporation, in addition to the limitations on liability provided
         herein, shall be limited to the fullest extent permitted by the Alabama
         Business Corporation Act, as amended, or any successor statute thereto.
         The limitation on liability of directors of the corporation contained
         herein shall apply to liabilities arising out of acts or omissions
         occurring subsequent to the adoption of this Article 10 and, except to
         the extent prohibited by law, to liabilities arising out of acts or
         omissions occurring prior to the adoption of this Article 10. Any
         repeal or modification of this Article 10 by the shareholders of the
         corporation shall be prospective only and shall not adversely affect
         any limitation on the liability of a director of the corporation
         existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration
Statement:


*4(a)    Restated Articles of Incorporation of the Registrant (included as
         Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
         December 30, 1995).

*4(b)    Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
         on Form 10-K for the fiscal year ended December 30, 1995).

                                        6

<PAGE>   7



*4(c)    Rights Agreement dated September 15, 1999 between the Registrant and
         SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
         filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d)    Certificate of Adoption of Resolutions by Board of Directors of the
         Registrant dated October 25, 1989 (included as Exhibit (3)(b) to Annual
         Report on Form 10-K for the fiscal year ended December 30, 1995).
*4(e)    1987 Stock Option Plan (included as Exhibit 1 to Registration Statement
         No. 33-24898).
*4(f)    1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
         Registration Statement No. 33-69679).
*4(g)    1996 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Exhibit (10)(g) to Annual Report on Form 10-K for the fiscal year
         ended January 3, 1998).
*4(h)    Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
         Option and Deferred Compensation Plan, as amended (included as Exhibit
         (10)(f) to Annual Report on Form 10-K for the fiscal year ended January
         2, 1999).
*4(i)    1998 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Annex A to Schedule 14A filed on March 30, 1998).
*4(j)    Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k) to
         Registration Statement No. 333-89765).
4(k)     Russell Corporation 2000 Stock Option Plan.
5(a)     Opinion of Bradley Arant Rose & White LLP.
23(a)    Consent of Ernst & Young LLP.
23(b)    Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a)    Powers of Attorney of certain directors and officers.
* Incorporated by reference.

 Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1993;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this 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 this Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20%

                                        7

<PAGE>   8



                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in this 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)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                           pursuant to Sections 13 or 15(d) of the Securities
                           Exchange Act of 1934 that are incorporated by
                           reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof;

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

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                        8

<PAGE>   9



                                   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
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 Atlanta, State of Georgia, on February 10, 2000.


                                                    RUSSELL CORPORATION


                                        By:*
                                            -----------------------------------
                                                       John F. Ward
                                               Chairman of the Board, President
                                                 and Chief Executive Officer


         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>
*                                                     Chairman of the Board,                     February 10, 2000
--------------------------------------------          President, and Chief Executive
John F. Ward                                          Officer

*                                                     Executive Vice President,                  February 10, 2000
--------------------------------------------          Chief Financial Officer, and
Eric N. Hoyle                                         Director (Principal Financial
                                                      Officer)

*                                                     Controller (Principal                      February 10, 2000
--------------------------------------------          Accounting Officer)
Larry E. Workman

*                                                     Director                                   February 10, 2000
--------------------------------------------
Herschel M. Bloom

*                                                     Director                                   February 10, 2000
--------------------------------------------
Ronald G. Bruno

*                                                     Director                                   February 10, 2000
--------------------------------------------
Timothy A. Lewis
</TABLE>


                                       9

<PAGE>   10


<TABLE>
<S>                                                   <C>                                        <C>
*                                                     Director                                   February 10, 2000
--------------------------------------------
C.V. Nalley III

*                                                     Director                                   February 10, 2000
--------------------------------------------
Margaret M. Porter

*                                                     Director                                   February 10, 2000
--------------------------------------------
Benjamin Russell

*                                                     Director                                   February 10, 2000
--------------------------------------------
John R.Thomas

*                                                     Director                                   February 10, 2000
--------------------------------------------
John A. White

*By Floyd G. Hoffman                                                                             February 10, 2000
    ----------------------------------------
 /s/ Floyd G. Hoffman
--------------------------------------------
          Attorney in Fact
</TABLE>



                                       10
<PAGE>   11




                                                               Index of Exhibits


*4(a)    Restated Articles of Incorporation of the Registrant (included as
         Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
         December 30, 1995).
*4(b)    Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
         on Form 10-K for the fiscal year ended December 30, 1995).
*4(c)    Rights Agreement dated September 15, 1999 between the Registrant and
         SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
         filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d)    Certificate of Adoption of Resolutions by Board of Directors of
         Registrant dated October 25, 1989 (included as Exhibit (3)(b) to Annual
         Report on Form 10-K for the fiscal year ended December 30, 1995).
*4(e)    1987 Stock Option Plan (included as Exhibit 1 to Registration Statement
         No. 33-24898).
*4(f)    1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
         Registration Statement No. 33-69679).
*4(g)    1996 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Exhibit (10)(g) to Annual Report on Form 10-K for the fiscal year
         ended January 3, 1998).
*4(h)    Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
         Option and Deferred Compensation Plan, as amended (included as Exhibit
         (10)(f) to Annual Report on Form 10-K for the fiscal year ended January
         2, 1999).
*4(i)    1998 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Annex A to Schedule 14A filed on March 30, 1998).
*4(j)    Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k) to
         Registration Statement No. 333-89765).
4(k)     Russell Corporation 2000 Stock Option Plan.
5(a)     Opinion of Bradley Arant Rose & White LLP.
23(a)    Consent of Ernst and Young LLP.
23(b)    Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a)    Powers of Attorney of certain directors and officers.
*   Incorporated by reference.


                                       11
[{"type": "S-8", "sequence": "1", "description": "RUSSELL CORPORATION", "secsgml_size_bytes": 30325}]
{"company-data": {"conformed-name": "RUSSELL CORP", "cik": "0000085812", "assigned-sic": "2253", "irs-number": "630180720", "state-of-incorporation": "AL", "fiscal-year-end": "0104"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30238", "film-number": "536737"}, "business-address": {"street1": "755 LEE STREET", "street2": "P.O. BOX 272", "city": "ALEXANDER CITY", "state": "AL", "zip": "35011", "phone": "2565004000"}, "mail-address": {"street1": "1 LEE ST", "street2": "P O BOX 272", "city": "ALEXANDER CITY", "state": "AL", "zip": "35010"}, "former-company": {"former-conformed-name": "RUSSELL MILLS INC", "date-changed": "19730809"}}
1
    As filed with the Securities and Exchange Commission on February 11, 2000
                                              Registration Number 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

                               RUSSELL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Alabama                                             63-0180720
 (State or Other Jurisdiction of                                (IRS Employer
 Incorporation or Organization)                              Identification No.)

755 Lee Street, Alexander City, Alabama                          35011-0272
(Address of Principal Executive Offices)                          (Zip Code)

                   RUSSELL CORPORATION 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                FLOYD G. HOFFMAN
                               Russell Corporation
                       3350 Riverwood Parkway, Suite 1600
                             Atlanta, Georgia 30339
                     (Name and Address of Agent For Service)

                                 (678) 742-8104
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With a copy to:

                                  JOHN K. MOLEN
                         Bradley Arant Rose & White LLP
                           2001 Park Place, Suite 1400
                            Birmingham, Alabama 35203
                                 (205) 521-8238
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
Title of Each Class                                      Proposed Maximum        Proposed Maximum
     of Securities                    Amount to Be          Offering Price             Aggregate             Amount Of
   To Be Registered                    Registered              Per Share            Offering Price        Registration Fee
  -------------------                 ------------         ----------------        ----------------       ----------------
Common Stock, par value             1,500,000 shares          $15.53125*             $23,296,875*            $6,150.38*
    $0.01 per share
*     Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
      calculating the registration fee. The registration fee was based upon the
      average of the high and low prices ($15.53125) for the registrant's Common
      Stock on the New York Stock Exchange Composite Tape on February 8, 2000.
2

           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference in Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference in the Section 10(a) Prospectus and are available,
without charge, to the participants upon written or oral request to Secretary,
Russell Corporation, 3350 Riverwood Parkway, Suite 1600, Atlanta, Georgia 30339
(telephone number (678) 742-8104). The documents containing the information
requested by Part I of Form S-8, the Annual Report on Form 10-K of Russell
Corporation for its latest fiscal year, and all reports, proxy statements and
other communications distributed generally to the security holders of Russell
Corporation are available, without charge, to participants upon written or oral
request to Secretary, Russell Corporation, 3350 Riverwood Parkway, Suite 1600,
Atlanta, Georgia 30339 (telephone number (678) 742-8104).

                                        2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference and made a
part hereof:

         (1) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended January 2, 1999 (Commission File No. 001-05822).

         (2) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended April 4, 1999, July 4, 1999 and October 3, 1999 (Commission File
No. 001-05822).

         (3) The Current Report of the Registrant on Form 8-K as filed on
September 17, 1999 (Commission File No. 001-05822).

         (4) The description of the Common Stock of the Registrant appearing in
the Registrant's Registration Statement on Form S-4 (Registration Statement No.
33-24735), under the caption "DESCRIPTION OF CAPITAL STOCK - Common Stock," as
filed on September 26, 1988 pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and appearing in the Registrant's Registration Statement
on Form 8-A (Registration Statement No. 001-05822) at Exhibit 1, as filed on
October 15, 1999 pursuant to the Exchange Act.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement 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 of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Bradley Arant Rose & White LLP, counsel to the Company, has been
routinely engaged to perform legal services by the Company since the formation
of the Company. As of the date hereof, the partners and associates of the firm
of Bradley Arant Rose & White LLP beneficially own approximately 10,000 shares
of Common Stock of the Company.

                                        3
4

Item 6.  Indemnification of Directors and Officers.

         As permitted by Sections 10-2B-8.50 through 10-2B-8.58 of the Alabama
Business Corporation Act, Article VII of the Bylaws of the Company provides for
indemnification of directors, officers and employees in certain instances. The
provisions of Article VII provide as follows:

         Article VII.  Indemnification of Directors, Officers and Employees.

                  Section 7.1 The corporation shall indemnify any person who was
         or is party or is threatened to be made a party to any threatened,
         pending, or completed claim, action, suit or proceeding, whether civil,
         criminal, administrative or investigative, including appeals (other
         than an action by or in the right of the corporation) by reason of the
         fact that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him in connection with
         such claim, action, suit or proceeding if he acted in good faith and in
         a manner he reasonably believed to be in or not opposed to the best
         interests of the corporation and, with respect to any criminal action
         or proceeding, had no reasonable cause to believe his conduct was
         unlawful. The termination of any claim, action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he reasonably believed to be in or not opposed to the best
         interests of the corporation, and with respect to any criminal action
         or proceeding, had reasonable cause to believe that his conduct was
         unlawful.

                  Section 7.2 The corporation shall indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed claim, action or suit by or in the right of the
         corporation to procure a judgment in its favor by reason of the fact
         that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification shall be made in respect of any claim, issue, or matter
         as to which such person shall have been adjudged to be liable for
         negligence or misconduct in the performance of his duty to the
         corporation unless and only to the extent that the court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all circumstances
         of the case, such

                                        4
5

         person is fairly and reasonably entitled to indemnity for such expenses
         which such court shall deem proper.

                  Section 7.3 To the extent that a director, officer, employee
         or agent of the corporation has been successful on the merits or
         otherwise in defense of any action, suit or proceeding referred to in
         sections 7.1 and 7.2, or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith,
         notwithstanding that he has not been successful on any other claim,
         issue or matter in any such action, suit or proceeding.

                  Section 7.4 Any indemnification under sections 7.1 and 7.2
         (unless ordered by a court) shall be made by the corporation only as
         authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in sections 7.1 and 7.2. Such determination shall be
         made (a) by the board of directors by a majority vote of a quorum
         consisting of directors who were not parties to, or who have been
         wholly successful on the merits or otherwise with respect to, such
         claim, action, suit or proceeding, or (b) if such a quorum is not
         obtainable, or, even if obtainable a quorum of disinterested directors
         so directs, by independent legal counsel in a written opinion, or (c)
         by the shareholders.

                  Section 7.5 Expenses (including attorneys' fees) incurred in
         defending a civil or criminal action, suit, or proceeding may be paid
         by the corporation in advance of the final disposition of such claim,
         action, suit, or proceeding as authorized in the manner provided in
         section 7.4 upon receipt of an undertaking by or on behalf of the
         director, officer, employee or agent to repay such amount if and to the
         extent that it shall be ultimately determined that he is not entitled
         to be indemnified by the corporation as authorized in this Article VII.

                  Section 7.6 The indemnification provided by this Article VII
         shall not be deemed exclusive of and shall be in addition to any other
         rights to which those indemnified may be entitled under any statute,
         rule of law, provisions of articles of incorporation, bylaw, agreement,
         vote of shareholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                  Section 7.7 The corporation may purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, partner, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether

                                        5
6

         or not the corporation would have the power to indemnify him against
         such liability under the provisions of this Article VII.

         The indemnification provisions of Article VII of the Company's Bylaws
are not exclusive and are in addition to any other rights to which the officers
and directors may be entitled under any other statute, rule of law, agreement or
otherwise. The Company also maintains directors' and officers' liability
insurance insuring its directors and officers from certain liabilities and
expenses.

         Section 10 of the Company's Restated Articles of Incorporation provides
as follows:

         A director of the corporation shall not be liable to the corporation or
         its shareholders for money damages for any action taken, or failure to
         take action, as a director, except for (i) the amount of a financial
         benefit received by such director to which such director is not
         entitled; (ii) an intentional infliction of harm by such director on
         the corporation or its shareholders; (iii) a violation of Section
         10-2B-8.33 of the Code of Alabama of 1975 or any successor provision to
         such section; (iv) an intentional violation by such director of
         criminal law; or (v) a breach of such director's duty of loyalty to the
         corporation or its shareholders. If the Alabama Business Corporation
         Act, or any successor statute thereto, is hereafter amended to
         authorize the further elimination or limitation of the liability of a
         director of a corporation, then the liability of a director of the
         corporation, in addition to the limitations on liability provided
         herein, shall be limited to the fullest extent permitted by the Alabama
         Business Corporation Act, as amended, or any successor statute thereto.
         The limitation on liability of directors of the corporation contained
         herein shall apply to liabilities arising out of acts or omissions
         occurring subsequent to the adoption of this Article 10 and, except to
         the extent prohibited by law, to liabilities arising out of acts or
         omissions occurring prior to the adoption of this Article 10. Any
         repeal or modification of this Article 10 by the shareholders of the
         corporation shall be prospective only and shall not adversely affect
         any limitation on the liability of a director of the corporation
         existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration
Statement:

*4(a)    Restated Articles of Incorporation of the Registrant (included as
         Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
         December 30, 1995).

*4(b)    Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
         on Form 10-K for the fiscal year ended December 30, 1995).

                                        6
7

*4(c)    Rights Agreement dated September 15, 1999 between the Registrant and
         SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
         filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d)    Certificate of Adoption of Resolutions by Board of Directors of the
         Registrant dated October 25, 1989 (included as Exhibit (3)(b) to Annual
         Report on Form 10-K for the fiscal year ended December 30, 1995).
*4(e)    1987 Stock Option Plan (included as Exhibit 1 to Registration Statement
         No. 33-24898).
*4(f)    1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
         Registration Statement No. 33-69679).
*4(g)    1996 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Exhibit (10)(g) to Annual Report on Form 10-K for the fiscal year
         ended January 3, 1998).
*4(h)    Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
         Option and Deferred Compensation Plan, as amended (included as Exhibit
         (10)(f) to Annual Report on Form 10-K for the fiscal year ended January
         2, 1999).
*4(i)    1998 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Annex A to Schedule 14A filed on March 30, 1998).
*4(j)    Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k) to
         Registration Statement No. 333-89765).
4(k)     Russell Corporation 2000 Stock Option Plan.
5(a)     Opinion of Bradley Arant Rose & White LLP.
23(a)    Consent of Ernst & Young LLP.
23(b)    Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a)    Powers of Attorney of certain directors and officers.
* Incorporated by reference.

 Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1993;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this 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 this Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20%

                                        7
8

                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in this 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)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                           pursuant to Sections 13 or 15(d) of the Securities
                           Exchange Act of 1934 that are incorporated by
                           reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof;

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

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        8
9

                                   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
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 Atlanta, State of Georgia, on February 10, 2000.

                                                    RUSSELL CORPORATION

                                        By:*
                                            -----------------------------------
                                                       John F. Ward
                                               Chairman of the Board, President
                                                 and Chief Executive Officer

         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
*                                                     Chairman of the Board,                     February 10, 2000
--------------------------------------------          President, and Chief Executive
John F. Ward                                          Officer

*                                                     Executive Vice President,                  February 10, 2000
--------------------------------------------          Chief Financial Officer, and
Eric N. Hoyle                                         Director (Principal Financial
                                                      Officer)

*                                                     Controller (Principal                      February 10, 2000
--------------------------------------------          Accounting Officer)
Larry E. Workman

*                                                     Director                                   February 10, 2000
--------------------------------------------
Herschel M. Bloom

*                                                     Director                                   February 10, 2000
--------------------------------------------
Ronald G. Bruno

*                                                     Director                                   February 10, 2000
--------------------------------------------
Timothy A. Lewis
9
10
*                                                     Director                                   February 10, 2000
--------------------------------------------
C.V. Nalley III

*                                                     Director                                   February 10, 2000
--------------------------------------------
Margaret M. Porter

*                                                     Director                                   February 10, 2000
--------------------------------------------
Benjamin Russell

*                                                     Director                                   February 10, 2000
--------------------------------------------
John R.Thomas

*                                                     Director                                   February 10, 2000
--------------------------------------------
John A. White

*By Floyd G. Hoffman                                                                             February 10, 2000
    ----------------------------------------
 /s/ Floyd G. Hoffman
--------------------------------------------
          Attorney in Fact
10
11

                                                               Index of Exhibits

*4(a)    Restated Articles of Incorporation of the Registrant (included as
         Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
         December 30, 1995).
*4(b)    Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
         on Form 10-K for the fiscal year ended December 30, 1995).
*4(c)    Rights Agreement dated September 15, 1999 between the Registrant and
         SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
         filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d)    Certificate of Adoption of Resolutions by Board of Directors of
         Registrant dated October 25, 1989 (included as Exhibit (3)(b) to Annual
         Report on Form 10-K for the fiscal year ended December 30, 1995).
*4(e)    1987 Stock Option Plan (included as Exhibit 1 to Registration Statement
         No. 33-24898).
*4(f)    1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
         Registration Statement No. 33-69679).
*4(g)    1996 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Exhibit (10)(g) to Annual Report on Form 10-K for the fiscal year
         ended January 3, 1998).
*4(h)    Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
         Option and Deferred Compensation Plan, as amended (included as Exhibit
         (10)(f) to Annual Report on Form 10-K for the fiscal year ended January
         2, 1999).
*4(i)    1998 Amendment to the 1993 Executive Long-Term Incentive Plan (included
         as Annex A to Schedule 14A filed on March 30, 1998).
*4(j)    Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k) to
         Registration Statement No. 333-89765).
4(k)     Russell Corporation 2000 Stock Option Plan.
5(a)     Opinion of Bradley Arant Rose & White LLP.
23(a)    Consent of Ernst and Young LLP.
23(b)    Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a)    Powers of Attorney of certain directors and officers.
*   Incorporated by reference.

                                       11