<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2001

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                V.F. CORPORATION
               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<S>                                                      <C>
    PENNSYLVANIA                                                23-1180120
    (State or Other Jurisdiction                         (I.R.S. Employer Identification Number)
    of Incorporation or Organization)
</TABLE>

                              628 GREEN VALLEY ROAD
                        GREENSBORO, NORTH CAROLINA 27408
              (Address of Registrant's Principal Executive Offices)

                          1996 STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                            CANDACE S. CUMMINGS, ESQ.
         VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                                V.F. CORPORATION
                                 P.O. BOX 21488
                        GREENSBORO, NORTH CAROLINA 27420
                     (Name and address of agent for service)

                                 (336) 547-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                             PROPOSED
                                             MAXIMUM
                                             OFFERING        PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SHARES TO BE        AMOUNT TO BE    PRICE PER       AGGREGATE OFFERING   REGISTRATION
REGISTERED                   REGISTERED (2)  SHARE (3)       PRICE (3)            FEE
--------------------------------------------------------------------------------------------------

<S>                         <C>             <C>             <C>                  <C>
Common Stock
(no par value; stated
capital $1.00 per share)
(1)                          7,000,000       $35.56          $248,920,000.00      $62,230.00
--------------------------------------------------------------------------------------------------
</TABLE>

(1)    In addition, this registration statement registers an indeterminate
number of rights (the "Rights") to purchase Series A Participating Cumulative
Preferred Stock pursuant to the terms of a certain Rights Agreement between the
Company and First Chicago Trust Company of New York, as Rights Agent, as
amended. No separate consideration will be received for the Rights, which
initially will trade together with the Common Stock.


<PAGE>   2

(2)    In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of: (a) interests to
be offered or sold pursuant to the employee benefit plan described herein, and
(b) additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the 1996 Stock Compensation Plan for any
future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the registrant.

(3)    Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee based on the average of the high and low sales prices of
shares of Common Stock on the New York Stock Exchange consolidated reporting
system on August 7, 2001.


                                Explanatory Note

       Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register additional shares of Common Stock,
no par value, stated capital $1.00 per share, of V.F. Corporation (the
"Company"), with respect to a currently effective Registration Statement on Form
S-8 of the Company relating to the Company's 1996 Stock Compensation Plan.

       The contents of Registration Statement on Form S-8 as filed on August 4,
1997, Registration No. 333-32789, as amended, and the contents of Registration
Statement on Form S-8 as filed on July 30, 1999, Registration No. 333-84193, as
amended, are incorporated by reference into this Registration Statement.

       This Registration Statement also constitutes Post-Effective Amendment No.
2 to Registration Statement on Form S-8, No. 333-32789 and Post Effective
Amendment No. 2 to Registration Statement on Form S-8, No. 333-84193, filed by
V.F. Corporation with the Securities and Exchange Commission on August 4, 1997
and July 30, 1999, respectively.


                                      -2-
<PAGE>   3



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents which have been filed by V.F. Corporation
("registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

              (a)    the Company's Annual Report on Form 10-K for the year ended
December 30, 2000;

              (b)    the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001 and June 30, 2001;

              (c)    the description of the Common Stock, no par value per share
(the "Common Stock"), of the Company contained in the Company's Registration
Statement on Form 8-A dated April 27, 1965 filed pursuant to section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act") and the Company's
Registration Statements on Form 8-A dated May 8, 1987 and January 23, 1998 filed
pursuant to section 12(b) of the Exchange Act, which contain descriptions of the
Common Stock of the Company and certain rights relating to the Common Stock, and
any amendment or reports filed for the purpose of updating such descriptions.

              All documents and any amendments thereto filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the filing of a post-effective amendment indicating
that all securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Prospectus 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.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICER.

              Section 1741 of the Pennsylvania Business Corporation Law, as
amended (the "BCL"), provides that a business corporation shall have the power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an



                                      -3-
<PAGE>   4


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 action, suit, or proceeding if he acted in good faith 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. Section 1742 of the BCL
provides that in the case of actions by or in the right of the corporation, a
corporation may indemnify any such persons only against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action and only if such person acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation provided that no such indemnification is permitted in respect
to any claim, issue or matter as to which such person is adjudged liable to the
corporation, except to the extent that a court determines that indemnification
is proper under the circumstances. The BCL further provides under Section 1743
that to the extent that a representative of a corporation that has been
successful on the merits or otherwise in defending any action (even one on
behalf of the corporation), he is entitled to indemnification for expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action. The By-Laws of the Company provide for indemnification of the
officers or directors of the Company to the fullest extent permissible under the
BCL.

              The indemnification provided for under the BCL is not exclusive of
any other rights of indemnification. Under Section 1746 of the BCL a corporation
may maintain insurance on behalf of any of the persons referred to above against
liability asserted against any of them and incurred in or arising out of any
capacity referred to above, whether or not the corporation would have the power
to indemnify against such liabilities under the BCL. Section 518 of the
Pennsylvania Associations Code ("Section 518") provides that a Pennsylvania
corporation shall have the power, by action of the shareholders, directors or
otherwise, to indemnify a person as to action in his official capacity and as to
action in another capacity while holding that office for any action taken or any
failure to take any action, whether or not the corporation would have the power
to indemnify the person under any other provision of law (including Section 1741
and 1742 of the BCL), except as provided in Section 518, and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Indemnification is not authorized
pursuant to Section 518 in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness. In addition to the power to advance expenses
under the BCL, Section 518 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such person to repay Such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation. Section 518 permits a
business corporation to create a fund, under the control of a trustee or
otherwise, to secure or insure in any manner its



                                      -4-
<PAGE>   5


indemnification obligations whether arising under or pursuant to Section 518 or
otherwise. The Company's By-Laws provide that any person made a party to any
lawsuit by reason of being a director or officer of the Company may be
indemnified by the Company, to the fullest extent permitted by Pennsylvania law,
against the reasonable expenses, including attorneys' fees, incurred by the
director or officer in connection with the defense of such lawsuit. The By-Laws
further provide that a director of the Company shall not be personally liable
for monetary damages arising from any action taken or any failure to act by the
director unless (a) the director has breached or failed to perform the duties of
a director under Section 512 of the Pennsylvania Associations Code or as such
law may be amended from time to time and (b) the breach of duty constituted
self-dealing, willful misconduct or recklessness. The limitation on a director's
personal liability for monetary damages does not apply to a director's criminal
liability or liability for taxes.

              The Company maintains directors' and officers' liability insurance
for expenses for which indemnification is permitted by Pennsylvania Business
Corporation Law and Section 518. These insurance policies insure the Company
against amounts which it may become obligated to pay as indemnification to
directors and officers and insures its directors and officers against losses
(except fines, penalties and other matters uninsurable under law) arising from
any claim made against them on account of any alleged "wrongful act" in their
official capacity. A wrongful act is defined as "any breach of any duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted by the directors and officers or B so alleged by any
claimant on any matter claimed against them solely by reason of their being such
directors or officers," subject to certain exclusions. Directors and officers
are also insured against losses (except fines, penalties and other matters
uninsurable under law) arising out of the insured's breach of fiduciary duty,
subject to certain exclusions.

ITEM7.        EXCEPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
       Exhibit No.          Description
       -----------          -----------

<S>                         <C>
        5.1                 Opinion of Pepper Hamilton LLP.

       23.1                 Consent of PricewaterhouseCoopers LLP.

       23.2                 Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

       24.1                 Power of Attorney.
</TABLE>


                                      -5-
<PAGE>   6


<TABLE>
<S>                         <C>
       *99.1                1996 Stock Compensation Plan, as amended as of April 24, 2001.
</TABLE>

-------------------------
*Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001.


ITEM 9.       UNDERTAKINGS.

              The undersigned registrant hereby undertakes as follows:

              (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 1933;

                     (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 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; and

                     (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 (1) (i) and (1) (ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 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.



                                      -6-
<PAGE>   7


              (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.

              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 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.

              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.


                                      -7-
<PAGE>   8



                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Greensboro, North Carolina on the 13th day of August, 2001.

                                      V.F. CORPORATION

                                      By:  /s/ Mackey J. McDonald
                                         ------------------------------
                                           Mackey J. McDonald
                                           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 by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                         TITLE                                   DATE
---------                         -----                                   ----


<S>                               <C>                                     <C>
/s/ Mackey J. McDonald            Chairman of the Board,                  August 13, 2001
-------------------------         President and Chief Executive
Mackey J. McDonald                Officer

/s/ Robert K. Shearer             Vice President - Finance and            August 13, 2001
-----------------------------     Chief Financial Officer
Robert K. Shearer

/s/ Robert A. Cordaro             Vice President - Controller and         August 13, 2001
---------------------------       Chief Accounting Officer
Robert A. Cordaro
</TABLE>

<TABLE>
<CAPTION>
DIRECTORS
---------

<S>                           <C>                       <C>
Erskine B. Bowles*            Barbara S. Feigin*        Mackey J. McDonald*
Edward E. Crutchfield*        George Fellows*           M. Rust Sharp*
Juan Ernesto de Bedout*       Daniel R. Hesse*
Ursula F. Fairbairn*          Robert J. Hurst*
                              W. Alan McCollough*
</TABLE>


Date:  August 13, 2001                  * By:     /s/ Mackey J. McDonald
                                              ---------------------------------
                                              Mackey J. McDonald,
                                              Attorney-In-Fact


                                      -8-
<PAGE>   9


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number            Document
------            --------

<S>               <C>
5.1               Opinion of Pepper Hamilton LLP.
23.1              Consent of PricewaterhouseCoopers LLP.
24.1              Power of Attorney.
</TABLE>



                                      -9-
[{"type": "S-8", "sequence": "1", "filename": "w52356s-8.txt", "description": "S-8 FOR VF CORP. DATED 8/14/2001", "secsgml_size_bytes": 21580}]
{"company-data": {"conformed-name": "V F CORP /PA/", "cik": "0000103379", "assigned-sic": "2320", "irs-number": "231180120", "state-of-incorporation": "PA", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67502", "film-number": "1713299"}, "business-address": {"street1": "628 GREEN VALLEY RD., STE. 500", "city": "GREENSBORO", "state": "NC", "zip": "27408", "phone": "(336)547-6000"}, "mail-address": {"street2": "P O BOX 1022", "city": "READING", "state": "PA", "zip": "19603"}, "former-company": [{"former-conformed-name": "VANITY FAIR MILLS INC", "date-changed": "19690520"}, {"former-conformed-name": "VF CORPORATION", "date-changed": "19900621"}]}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2001

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                V.F. CORPORATION
               (Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA                                                23-1180120
    (State or Other Jurisdiction                         (I.R.S. Employer Identification Number)
    of Incorporation or Organization)
628 GREEN VALLEY ROAD
                        GREENSBORO, NORTH CAROLINA 27408
              (Address of Registrant's Principal Executive Offices)

                          1996 STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                            CANDACE S. CUMMINGS, ESQ.
         VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                                V.F. CORPORATION
                                 P.O. BOX 21488
                        GREENSBORO, NORTH CAROLINA 27420
                     (Name and address of agent for service)

                                 (336) 547-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
                                             PROPOSED
                                             MAXIMUM
                                             OFFERING        PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SHARES TO BE        AMOUNT TO BE    PRICE PER       AGGREGATE OFFERING   REGISTRATION
REGISTERED                   REGISTERED (2)  SHARE (3)       PRICE (3)            FEE
--------------------------------------------------------------------------------------------------
Common Stock
(no par value; stated
capital $1.00 per share)
(1)                          7,000,000       $35.56          $248,920,000.00      $62,230.00
--------------------------------------------------------------------------------------------------
(1)    In addition, this registration statement registers an indeterminate
number of rights (the "Rights") to purchase Series A Participating Cumulative
Preferred Stock pursuant to the terms of a certain Rights Agreement between the
Company and First Chicago Trust Company of New York, as Rights Agent, as
amended. No separate consideration will be received for the Rights, which
initially will trade together with the Common Stock.
2

(2)    In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of: (a) interests to
be offered or sold pursuant to the employee benefit plan described herein, and
(b) additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the 1996 Stock Compensation Plan for any
future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the registrant.

(3)    Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee based on the average of the high and low sales prices of
shares of Common Stock on the New York Stock Exchange consolidated reporting
system on August 7, 2001.

                                Explanatory Note

       Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register additional shares of Common Stock,
no par value, stated capital $1.00 per share, of V.F. Corporation (the
"Company"), with respect to a currently effective Registration Statement on Form
S-8 of the Company relating to the Company's 1996 Stock Compensation Plan.

       The contents of Registration Statement on Form S-8 as filed on August 4,
1997, Registration No. 333-32789, as amended, and the contents of Registration
Statement on Form S-8 as filed on July 30, 1999, Registration No. 333-84193, as
amended, are incorporated by reference into this Registration Statement.

       This Registration Statement also constitutes Post-Effective Amendment No.
2 to Registration Statement on Form S-8, No. 333-32789 and Post Effective
Amendment No. 2 to Registration Statement on Form S-8, No. 333-84193, filed by
V.F. Corporation with the Securities and Exchange Commission on August 4, 1997
and July 30, 1999, respectively.

                                      -2-
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents which have been filed by V.F. Corporation
("registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

              (a)    the Company's Annual Report on Form 10-K for the year ended
December 30, 2000;

              (b)    the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001 and June 30, 2001;

              (c)    the description of the Common Stock, no par value per share
(the "Common Stock"), of the Company contained in the Company's Registration
Statement on Form 8-A dated April 27, 1965 filed pursuant to section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act") and the Company's
Registration Statements on Form 8-A dated May 8, 1987 and January 23, 1998 filed
pursuant to section 12(b) of the Exchange Act, which contain descriptions of the
Common Stock of the Company and certain rights relating to the Common Stock, and
any amendment or reports filed for the purpose of updating such descriptions.

              All documents and any amendments thereto filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the filing of a post-effective amendment indicating
that all securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Prospectus 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.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICER.

              Section 1741 of the Pennsylvania Business Corporation Law, as
amended (the "BCL"), provides that a business corporation shall have the power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an

                                      -3-
4

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 action, suit, or proceeding if he acted in good faith 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. Section 1742 of the BCL
provides that in the case of actions by or in the right of the corporation, a
corporation may indemnify any such persons only against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action and only if such person acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation provided that no such indemnification is permitted in respect
to any claim, issue or matter as to which such person is adjudged liable to the
corporation, except to the extent that a court determines that indemnification
is proper under the circumstances. The BCL further provides under Section 1743
that to the extent that a representative of a corporation that has been
successful on the merits or otherwise in defending any action (even one on
behalf of the corporation), he is entitled to indemnification for expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action. The By-Laws of the Company provide for indemnification of the
officers or directors of the Company to the fullest extent permissible under the
BCL.

              The indemnification provided for under the BCL is not exclusive of
any other rights of indemnification. Under Section 1746 of the BCL a corporation
may maintain insurance on behalf of any of the persons referred to above against
liability asserted against any of them and incurred in or arising out of any
capacity referred to above, whether or not the corporation would have the power
to indemnify against such liabilities under the BCL. Section 518 of the
Pennsylvania Associations Code ("Section 518") provides that a Pennsylvania
corporation shall have the power, by action of the shareholders, directors or
otherwise, to indemnify a person as to action in his official capacity and as to
action in another capacity while holding that office for any action taken or any
failure to take any action, whether or not the corporation would have the power
to indemnify the person under any other provision of law (including Section 1741
and 1742 of the BCL), except as provided in Section 518, and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Indemnification is not authorized
pursuant to Section 518 in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness. In addition to the power to advance expenses
under the BCL, Section 518 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such person to repay Such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation. Section 518 permits a
business corporation to create a fund, under the control of a trustee or
otherwise, to secure or insure in any manner its

                                      -4-
5

indemnification obligations whether arising under or pursuant to Section 518 or
otherwise. The Company's By-Laws provide that any person made a party to any
lawsuit by reason of being a director or officer of the Company may be
indemnified by the Company, to the fullest extent permitted by Pennsylvania law,
against the reasonable expenses, including attorneys' fees, incurred by the
director or officer in connection with the defense of such lawsuit. The By-Laws
further provide that a director of the Company shall not be personally liable
for monetary damages arising from any action taken or any failure to act by the
director unless (a) the director has breached or failed to perform the duties of
a director under Section 512 of the Pennsylvania Associations Code or as such
law may be amended from time to time and (b) the breach of duty constituted
self-dealing, willful misconduct or recklessness. The limitation on a director's
personal liability for monetary damages does not apply to a director's criminal
liability or liability for taxes.

              The Company maintains directors' and officers' liability insurance
for expenses for which indemnification is permitted by Pennsylvania Business
Corporation Law and Section 518. These insurance policies insure the Company
against amounts which it may become obligated to pay as indemnification to
directors and officers and insures its directors and officers against losses
(except fines, penalties and other matters uninsurable under law) arising from
any claim made against them on account of any alleged "wrongful act" in their
official capacity. A wrongful act is defined as "any breach of any duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted by the directors and officers or B so alleged by any
claimant on any matter claimed against them solely by reason of their being such
directors or officers," subject to certain exclusions. Directors and officers
are also insured against losses (except fines, penalties and other matters
uninsurable under law) arising out of the insured's breach of fiduciary duty,
subject to certain exclusions.

ITEM7.        EXCEPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8. EXHIBITS.
Exhibit No.          Description
       -----------          -----------
5.1                 Opinion of Pepper Hamilton LLP.

       23.1                 Consent of PricewaterhouseCoopers LLP.

       23.2                 Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

       24.1                 Power of Attorney.
-5-
6
*99.1                1996 Stock Compensation Plan, as amended as of April 24, 2001.
-------------------------
*Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001.

ITEM 9.       UNDERTAKINGS.

              The undersigned registrant hereby undertakes as follows:

              (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 1933;

                     (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 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; and

                     (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 (1) (i) and (1) (ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 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.

                                      -6-
7

              (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.

              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 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.

              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.

                                      -7-
8

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Greensboro, North Carolina on the 13th day of August, 2001.

                                      V.F. CORPORATION

                                      By:  /s/ Mackey J. McDonald
                                         ------------------------------
                                           Mackey J. McDonald
                                           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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE                         TITLE                                   DATE
---------                         -----                                   ----
/s/ Mackey J. McDonald            Chairman of the Board,                  August 13, 2001
-------------------------         President and Chief Executive
Mackey J. McDonald                Officer

/s/ Robert K. Shearer             Vice President - Finance and            August 13, 2001
-----------------------------     Chief Financial Officer
Robert K. Shearer

/s/ Robert A. Cordaro             Vice President - Controller and         August 13, 2001
---------------------------       Chief Accounting Officer
Robert A. Cordaro
DIRECTORS
---------
Erskine B. Bowles*            Barbara S. Feigin*        Mackey J. McDonald*
Edward E. Crutchfield*        George Fellows*           M. Rust Sharp*
Juan Ernesto de Bedout*       Daniel R. Hesse*
Ursula F. Fairbairn*          Robert J. Hurst*
                              W. Alan McCollough*
Date:  August 13, 2001                  * By:     /s/ Mackey J. McDonald
                                              ---------------------------------
                                              Mackey J. McDonald,
                                              Attorney-In-Fact

                                      -8-
9

                                  EXHIBIT INDEX
Exhibit
Number            Document
------            --------
5.1               Opinion of Pepper Hamilton LLP.
23.1              Consent of PricewaterhouseCoopers LLP.
24.1              Power of Attorney.
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