<PAGE>   1
     As filed with the Securities and Exchange Commission on July 30, 1996
                                                           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. 1996 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                       HOWARD S. LANZNAR, GENERAL COUNSEL
                            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 COPIES TO:
                            HERBERT S. WANDER, ESQ.
                             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)  . . . . . . . . .    1,000,000 shares          See Footnote 2 Below            $25,382,219          $8,752.00
</TABLE>


(1) Includes an indeterminate number of shares of Common Stock that may be
    issuable by reason of stock splits, stock dividends or similar transactions
    in accordance with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the exercise of options for 393,500 shares at
    the price of $25.875 per share and the average of the high and low sales
    prices of Fruit of the Loom, Inc. Class A Common Stock as reported on the
    New York Stock Exchange on July 25, 1996 with respect to the exercise of
    options for 606,500 shares and are used solely for the purpose of
    calculating the registration fee pursuant to Rule 457(c) under the
    Securities Act of 1933.
<PAGE>   2

                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

         The information called for in Part I of Form S-8 is currently included
in the prospectus for the Fruit of the Loom, Inc. (the "Company") 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, 1995 and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, 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 Company's Class A Common Stock which is
contained in Exhibit 3 in the Company's Form 10-Q for the quarter ended June
30, 1993 pursuant to Section 13 of the Exchange Act and all amendments thereto
and reports filed for the purpose of updating such description are 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 the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).

ITEM 4.  DESCRIPTION OF SECURITIES.
         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         None.





                                      II-1
<PAGE>   3

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.

         Reference is made to Section 7.8 of the Acquisition and Merger
Agreement, dated April 10, 1985, among Farley/Northwest Acquisition
Corporation, Farley Metals, Inc., Farley/Northwest Subsidiary Corporation and
Northwest Industries, Inc. ("Northwest") filed as an Exhibit to the
registration statement on Form S-4, Reg. No. 2-98435, of Farley/Northwest
Acquisition Corporation which provides that, from and after the New Board Date
(as therein defined), Northwest and any successor, including the Company,
shall:  (a) maintain Northwest's directors' and officers' insurance policy on
the date thereof, or an equivalent policy with terms no less advantageous for
all present and former officers and directors of Northwest than those in effect
on the date thereof, for six years from and after the New Board Date to cover
acts or omissions of directors and officers of Northwest occurring prior to or
at the New Board Date and (b) maintain in effect any provisions of the By-laws
and Certificate of the Company relating to the rights to indemnification of
directors and officers of Northwest with respect to indemnification for acts
and omissions prior to or at the New Board Date.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not Applicable.

ITEM 8.  EXHIBITS.

         EXHIBIT
         NUMBER      DESCRIPTION
         -------     -----------
           3.1*      Restated Certificate of Incorporation of the Company and
                     Certificate of Amendment of the Restated Certificate of
                     Incorporation of the Company (incorporated herein by
                     reference to Exhibit 3 to the Company's Quarterly Report
                     on Form 10-Q for the quarter ended June 30, 1993).





                                      II-2
<PAGE>   4

           3.2*      By-Laws of the Company (incorporated herein by reference
                     to Exhibit 4(b) to the Company's Registration Statement on
                     Form S-2, Reg. No. 33-8303.

           4         Fruit of the Loom, Inc. 1996 Incentive Compensation Plan.

           5         Opinion of Katten Muchin & Zavis as to the legality of
                     securities offered under 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. 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 percent change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective 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





                                      II-3
<PAGE>   5

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

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

         2.      The Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         3.      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the 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>   6

                                  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 30th day of
July, 1996.

                            FRUIT OF THE LOOM, INC.

                            By:  /s/ LARRY K. SWITZER 
                                 ---------------------------------
                                 Larry K. Switzer 
                                 Senior Executive Vice President

                              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 July 30, 1996.


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

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

 /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/ RICHARD C. LAPPIN           Director
- ----------------------------     
     Richard C. Lappin

 /s/ A. LORNE WEIL               Director
- ----------------------------     
     A. Lorne Weil

 /s/ SIR BRIAN G. WOLFSON        Director
- ----------------------------     
     Sir Brian Wolfson

 /s/ OMAR Z. AL ASKARI           Director
- ----------------------------     
     Omar Z. Al Askari





                                      II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FORM S-8", "secsgml_size_bytes": 19514}]
{"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": "333-09203", "film-number": "96601303"}, "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 July 30, 1996
                                                           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. 1996 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                       HOWARD S. LANZNAR, GENERAL COUNSEL
                            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 COPIES TO:
                            HERBERT S. WANDER, ESQ.
                             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)  . . . . . . . . .    1,000,000 shares          See Footnote 2 Below            $25,382,219          $8,752.00
(1) Includes an indeterminate number of shares of Common Stock that may be
    issuable by reason of stock splits, stock dividends or similar transactions
    in accordance with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the exercise of options for 393,500 shares at
    the price of $25.875 per share and the average of the high and low sales
    prices of Fruit of the Loom, Inc. Class A Common Stock as reported on the
    New York Stock Exchange on July 25, 1996 with respect to the exercise of
    options for 606,500 shares and are used solely for the purpose of
    calculating the registration fee pursuant to Rule 457(c) under the
    Securities Act of 1933.
2

                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

         The information called for in Part I of Form S-8 is currently included
in the prospectus for the Fruit of the Loom, Inc. (the "Company") 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, 1995 and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, 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 Company's Class A Common Stock which is
contained in Exhibit 3 in the Company's Form 10-Q for the quarter ended June
30, 1993 pursuant to Section 13 of the Exchange Act and all amendments thereto
and reports filed for the purpose of updating such description are 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 the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).

ITEM 4.  DESCRIPTION OF SECURITIES.
         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         None.

                                      II-1
3

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.

         Reference is made to Section 7.8 of the Acquisition and Merger
Agreement, dated April 10, 1985, among Farley/Northwest Acquisition
Corporation, Farley Metals, Inc., Farley/Northwest Subsidiary Corporation and
Northwest Industries, Inc. ("Northwest") filed as an Exhibit to the
registration statement on Form S-4, Reg. No. 2-98435, of Farley/Northwest
Acquisition Corporation which provides that, from and after the New Board Date
(as therein defined), Northwest and any successor, including the Company,
shall:  (a) maintain Northwest's directors' and officers' insurance policy on
the date thereof, or an equivalent policy with terms no less advantageous for
all present and former officers and directors of Northwest than those in effect
on the date thereof, for six years from and after the New Board Date to cover
acts or omissions of directors and officers of Northwest occurring prior to or
at the New Board Date and (b) maintain in effect any provisions of the By-laws
and Certificate of the Company relating to the rights to indemnification of
directors and officers of Northwest with respect to indemnification for acts
and omissions prior to or at the New Board Date.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not Applicable.

ITEM 8.  EXHIBITS.

         EXHIBIT
         NUMBER      DESCRIPTION
         -------     -----------
           3.1*      Restated Certificate of Incorporation of the Company and
                     Certificate of Amendment of the Restated Certificate of
                     Incorporation of the Company (incorporated herein by
                     reference to Exhibit 3 to the Company's Quarterly Report
                     on Form 10-Q for the quarter ended June 30, 1993).

                                      II-2
4

           3.2*      By-Laws of the Company (incorporated herein by reference
                     to Exhibit 4(b) to the Company's Registration Statement on
                     Form S-2, Reg. No. 33-8303.

           4         Fruit of the Loom, Inc. 1996 Incentive Compensation Plan.

           5         Opinion of Katten Muchin & Zavis as to the legality of
                     securities offered under 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. 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 percent change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective 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

                                      II-3
5

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

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

         2.      The Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         3.      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the 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
6

                                  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 30th day of
July, 1996.

                            FRUIT OF THE LOOM, INC.

                            By:  /s/ LARRY K. SWITZER 
                                 ---------------------------------
                                 Larry K. Switzer 
                                 Senior Executive Vice President

                              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 July 30, 1996.

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

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

 /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/ RICHARD C. LAPPIN           Director
- ----------------------------     
     Richard C. Lappin

 /s/ A. LORNE WEIL               Director
- ----------------------------     
     A. Lorne Weil

 /s/ SIR BRIAN G. WOLFSON        Director
- ----------------------------     
     Sir Brian Wolfson

 /s/ OMAR Z. AL ASKARI           Director
- ----------------------------     
     Omar Z. Al Askari

                                      II-5