<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999

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

                       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)

<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE
--------------------------------- ------------------- ------------------- ------------------------ --------------------
                                                      PROPOSED            PROPOSED
                                                      MAXIMUM             MAXIMUM
TITLE OF SHARES TO BE REGISTERED  AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING       AMOUNT OF
                                  REGISTERED (1)      PER SHARE (2)       PRICE (2)                REGISTRATION FEE
--------------------------------- ------------------- ------------------- ------------------------ --------------------
<S>                               <C>                 <C>                 <C>                      <C>
Common Stock                      2,900,000           $37.9375            $110,018,750             $30,585.21
(no par value; stated capital
$1.00 per share)
--------------------------------- ------------------- ------------------- ------------------------ --------------------
</TABLE>

(1) 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



<PAGE>   2

Stock Compensation Plan for any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the registrant.

(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.

                                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, are incorporated by reference
into this Registration Statement.





                                      -2-
<PAGE>   3



                                   PROSPECTUS








                                V.F. CORPORATION
                        628 Green Valley Road, Suite 500
                        Greensboro, North Carolina 27408

                                2,900,000 Shares


                                  COMMON STOCK
                           (Without Par Value - Stated
                            Capital $1.00 Per Share)
                     ---------------------------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
         COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
         UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
         THE CONTRARY IS A CRIMINAL OFFENSE.
                     --------------------------------------

                  The date of this Prospectus is August 1, 1999




                                      -3-
<PAGE>   4



                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities and
Exchange Act of 1934. In accordance with the Exchange Act, we file reports,
proxy statements, and other information with the Securities and Exchange
Commission (the "SEC"). We have also filed with the SEC a registration statement
on Form S-8 under the Securities Act with respect to the Common Stock to which
this Prospectus relates. This Prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Statements contained in
this Prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is hereby made to the copy of the
document filed as an exhibit to the registration statement.

         You can inspect and copy the registration statement described above,
its exhibits, and the reports, proxy statements, and other information that we
file with the SEC at the public reference facilities maintained by the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You can also obtain copies of such material by mail at prescribed rates from the
SEC's Public Reference Section at its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may also access such material at the SEC's
home page on the internet at (http://www.sec.gov).

         Our Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. Reports, proxy statements and other information
concerning VF may also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and The Pacific Stock
Exchange, Inc., 301 Pine Street, San Francisco, California 94104.

         In addition, we will provide without charge to each person to whom this
Prospectus is delivered, upon either the written or oral request of such person,
the Annual Report to Shareholders for VF's latest fiscal year and a copy of any
or all of the documents incorporated herein by reference other than exhibits to
such documents. Such requests should be directed to Candace S. Cummings, V.F.
Corporation, P.O. Box 21488, Greensboro, North Carolina 27420, telephone number
(336) 547-6000.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any




                                      -4-
<PAGE>   5

future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act:

                  (a)      our Annual Report on Form 10-K for the year ended
                           January 2, 1999;

                  (b)      our Quarterly Report on Form 10-Q for the quarter
                           ended April 3, 1999; and

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

                                   THE COMPANY

         We, through our operating subsidiaries, design, manufacture and market
branded jeanswear, workwear, knitwear, intimate apparel, children's playwear,
other apparel and daypacks and backpacks. We were organized in 1899, and we
oversee the operations of our subsidiaries, providing them with financial and
administrative resources. Management of each marketing unit is responsible for
the growth and development of its business, within guidelines established by VF
Corporation management.

         We are a Pennsylvania corporation. Our principal executive offices are
located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina 27408,
and our telephone number is (336) 547-6000. Our mailing address is P. O. Box
21488, Greensboro, North Carolina 27420.


                              SELLING SHAREHOLDERS

         The following table sets forth (1) the name of each selling
shareholder, the nature of his/her position, office or other material
relationship to VF Corporation or its subsidiaries, (2) the number of shares of
Common Stock beneficially owned by each selling stockholder as of March 31,
1999, (3) the number of shares of Common Stock that each selling shareholder may
offer for sale from time to time pursuant to this Prospectus, whether or not
such selling shareholder has a present intention to do so and (4) the number of
shares of Common Stock to be beneficially owned by each selling stockholder
following the sale of all shares that may be so offered, assuming no other
change in the beneficial ownership of our Common Stock by such selling




                                      -5-
<PAGE>   6

shareholder after March 31, 1999. Except for M. Rust Sharp and Ursula F.
Fairbairn, each of whom will beneficially own 18.9% of the Common Stock after
the Offering (see note 6 to the table), none of the listed individuals will own
more than one percent or more of the Common Stock after the Offering.

<TABLE>
<CAPTION>
                 Name and             Number of Shares              Number of          Number of Shares
            Principal Position        Beneficially Owned              Shares           Beneficially Owned
            With VF Corporation       Prior to Offering(1) (2)      Offered (3)        After Offering (2)
            -------------------       ------------------------      -----------        ------------------
<S>                                   <C>                           <C>              <C>
     Mackey J. McDonald, Chairman,                   778,111(4)        856,107                   82,111
     President, CEO & Director

     Robert D. Buzzell, Director                      15,400            18,600                    1,600

     Edward E. Crutchfield, Jr.,                      30,234             9,600                   25,434
     Director

     Ursula F. Fairbairn, Director                22,944,442(5)         22,200               22,927,042

     Barbara S. Feigin, Director                      31,231(6)         30,000                    6,031

     Robert J. Hurst, Director                        26,767            22,200                    9,367

     George Fellows, Director                          5,800             9,600                    1,000

     M. Rust Sharp, Director                      22,943,604(5)         22,200               22,926,204

     L. Dudley Walker, Director                       59,800             9,600                   55,000

     Candace S. Cummings, Vice                        64,362            82,265                    4,362
     President Administration,
     General Counsel & Secretary

     Timothy A. Lambeth, Vice                        194,506           205,323                   26,506
     President - Global Processes

     Terry L. Lay, Vice President &                  116,232           143,323                    2,232
     Chairman - International
     Coalition

     Daniel G. MacFarlan, Vice                       159,604(7)        180,014                   27,604
     President & Chairman - Knitwear,
     Playwear and Intimate Apparel
     Coalitions

     Frank C. Pickard III, Vice                       41,528            58,265                    5,528
     President - Treasurer

     John P. Schamberger, Vice                       191,344(7)        212,014                   27,344
     President & Chairman - Jeanswear
     Coalition
</TABLE>



                                      -6-
<PAGE>   7

<TABLE>
<CAPTION>
                 Name and             Number of Shares              Number of          Number of Shares
            Principal Position        Beneficially Owned              Shares           Beneficially Owned
            With VF Corporation       Prior to Offering(1) (2)      Offered (3)        After Offering (2)
            -------------------       ------------------------      -----------        ------------------
<S>                                   <C>                           <C>              <C>
     Robert K. Shearer, Vice                          62,135            79,323                   12,135
     President - Finance and CFO

     Peter E. Keene, Vice President -                 40,458            48,200                      458
     Controller
</TABLE>


(1)      Includes shares purchasable upon the exercise of options held by the
         listed selling shareholder which have vested as of May 30, 1999.

(2)      Shares owned include shares held in trusts in connection with employee
         benefit plans, as to which the following participants share voting
         power but have no present dispositive power: Mr. McDonald - 21,965
         shares; Ms. Cummings - 3,762 shares; Mr. Lay - 1,208 shares; Mr.
         MacFarlan - 9,121 shares; and Mr. Pickard - 4,435 shares. Does not
         include Series B Stock held in trust in connection with an employee
         benefit plan, as to which participants also share voting power but have
         no present dispositive power (and no power to direct conversion into
         Common Stock), as follows: Mr. McDonald - 213 shares; Mr. Keene - 264
         shares; Mr. Lay - 303 shares; Mr. Lambeth - 312 shares; Mr. MacFarlan -
         283 shares; Mr. Pickard - 248 shares; Mr. Schamberger - 326 shares; and
         Mr. Shearer - 361 shares. Shares owned also include shares held in a
         trust in connection with an employee benefit plan, as to which the
         following participants have dispositive power and shared voting power:
         Mr. McDonald - 1,060 shares; Mr. Keene - 458 shares; Mr. Lay - 1,024
         shares; Mr. Pickard - 1,093 shares; and Mr. Shearer - 335 shares.
         Shares owned also include shares held in a trust in connection with an
         employee benefit plan, as to which the following participants have
         dispositive power but no voting power: Mr. McDonald - 55 shares; and
         Mr. MacFarlan - 6,225 shares. Shares owned also include shares held in
         a trust in connection with the VF Deferred Savings Plan for
         Non-Employee Directors as to which the following directors have shared
         voting power but do not have dispositive power: Ms. Fairbairn - 2,015
         shares; Ms. Feigin - 1,831 shares; Mr. Hurst - 4,567 shares; and Mr.
         Sharp - 916 shares.

(3)      Includes shares not yet beneficially owned within the meaning of Rule
         13d-3 under the Exchange Act which are purchasable upon the exercise of
         options held by the listed selling shareholder which have not yet
         vested by May 30, 1999; also includes performance based restricted
         stock units not yet beneficially owned within the meaning of Rule 13d-3
         under the Exchange Act that participants may earn, but that were not
         earned by May 30, 1999.

(4)      Includes 41,595 shares of restricted stock over which the listed
         selling shareholder holds voting power but not dispositive power.

(5)      Includes 22,923,288 shares of Common Stock held by the listed selling
         shareholder as a co-trustee under certain Deeds of Trust dated August
         21, 1951 and under the Will of John E. Barbey, deceased, with respect
         to which the listed shareholder has no pecuniary interest.



                                      -7-
<PAGE>   8

(6)      Includes 400 shares as to which the listed selling shareholder shares
         voting and dispositive power.

(7)      Includes 12,258 shares of restricted stock over which the listed
         selling shareholder holds voting power but not dispositive power.



                              PLAN OF DISTRIBUTION

         The shares of Common Stock may be sold from time to time to purchasers
directly by any of the selling shareholders. Alternatively, the selling
shareholders may sell the shares of Common Stock in one or more transactions
(including block transactions) on the New York Stock Exchange or the Pacific
Stock Exchange, in sales occurring in the public market off the New York Stock
Exchange or Pacific Stock Exchange, in separately negotiated transactions or in
a combination of such transactions. Each sale may be made either at market
prices prevailing at the time of such sale or at negotiated prices. Shares may
be sold by selling shareholders through brokers acting on behalf of such selling
shareholders or to dealers for resale by such dealers; and in connection with
such sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from such selling shareholders and/or the purchasers of
such shares for whom they may act as broker or agent (which discounts or
commissions are not anticipated to exceed those customary in the types of
transactions involved). In addition, any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be
sold under Rule 144 rather than pursuant to this Prospectus.

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

         In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.

         All expenses incurred in connection with the registration of the shares
under the Securities Act are being borne by VF Corporation, but all brokerage
commissions and other selling expenses incurred by a selling shareholder will be
borne by such selling shareholder. We will not receive any proceeds from any
sales of Common Stock offered by selling shareholders pursuant to this
Prospectus, although we will receive payment upon the exercise of any options
under which shares of Common Stock are acquired by the selling shareholders for
cash.



                                      -8-
<PAGE>   9

                                  LEGAL MATTERS

         Legal matters with respect to the Common Stock being offered hereby
have been passed upon for the Company by Pepper Hamilton LLP, Philadelphia,
Pennsylvania.

                                     EXPERTS

         The financial statements and financial statement schedule incorporated
in this Prospectus by reference to the Annual Report on Form 10-K of VF
Corporation for the year ended January 2, 1999 have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in accounting and auditing.





                                      -9-
<PAGE>   10
You should rely only on the information incorporated by reference or provided in
this Prospectus. VF Corporation has not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front cover of this Prospectus.


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

                                   Prospectus

                                 VF CORPORATION

                                2,900,000 shares

                                  COMMON STOCK


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

                                  August 1, 1999












                                      -10-
<PAGE>   11
                                        PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT




ITEM 8.  EXHIBITS.

         Exhibit No.     Description
         -----------     -----------

           4.1           1996 Stock Compensation Plan, as amended to date.

          *4.2           Mid-Term Plan, a subplan under the 1996 Stock
                         Compensation Plan (Exhibit 10(X) to the Company's
                         Annual Report on Form 10-K for the year ended January
                         2, 1999).














































                                    -11-
<PAGE>   12

           5             Opinion of Pepper Hamilton LLP.

          23.1           Consent of PricewaterhouseCoopers LLP.

          23.2           Consent of Pepper Hamilton LLP (included in Exhibit 5).

          24             Power of Attorney.
------------
* Incorporated by reference.















































                                      -12-
<PAGE>   13


                                   SIGNATURES

         The Registrant. 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 30th day of July, 1999.

                                        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,                 July 30, 1999
---------------------------                 President and
    Mackey J. McDonald                      Chief Executive Officer


/s/ Robert K. Shearer                       Vice President - Finance               July 30, 1999
---------------------------                 and Chief Financial Officer
    Robert K. Shearer

/s/ Timothy R. Wheeler                      Controller                             July 30, 1999
---------------------------
    Timothy R. Wheeler

DIRECTORS
---------

Robert D. Buzzell*                          George Fellows*                        M. Rust Sharp*
Edward E. Crutchfield*                      Robert J. Hurst*                       L. Dudley Walker*
Ursula F. Fairbairn*                        Mackey J. McDonald*
Barbara S. Feigin*
</TABLE>


Date:  July 30, 1999              * By: /s/ Mackey J. McDonald
                                        ----------------------
                                            Mackey J. McDonald,
                                            Attorney-In-Fact




                                      -13-
<PAGE>   14

                                  EXHIBIT INDEX

4.1      1996 Stock Compensation Plan, as amended to date.
5        Opinion of Pepper Hamilton LLP.
23.1     Consent of PricewaterhouseCoopers LLP.
23.2     Consent of Pepper Hamilton LLP (included in Exhibit 5).
24       Power of Attorney.







                                     -14-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26288}]
{"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": "333-84193", "film-number": "99675383"}, "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": "VF CORPORATION", "date-changed": "19900621"}, {"former-conformed-name": "VANITY FAIR MILLS INC", "date-changed": "19690520"}]}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999

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

                       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            PROPOSED
                                                      MAXIMUM             MAXIMUM
TITLE OF SHARES TO BE REGISTERED  AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING       AMOUNT OF
                                  REGISTERED (1)      PER SHARE (2)       PRICE (2)                REGISTRATION FEE
--------------------------------- ------------------- ------------------- ------------------------ --------------------
Common Stock                      2,900,000           $37.9375            $110,018,750             $30,585.21
(no par value; stated capital
$1.00 per share)
--------------------------------- ------------------- ------------------- ------------------------ --------------------
(1) 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
2

Stock Compensation Plan for any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the registrant.

(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.

                                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, are incorporated by reference
into this Registration Statement.

                                      -2-
3

                                   PROSPECTUS

                                V.F. CORPORATION
                        628 Green Valley Road, Suite 500
                        Greensboro, North Carolina 27408

                                2,900,000 Shares

                                  COMMON STOCK
                           (Without Par Value - Stated
                            Capital $1.00 Per Share)
                     ---------------------------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
         COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
         UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
         THE CONTRARY IS A CRIMINAL OFFENSE.
                     --------------------------------------

                  The date of this Prospectus is August 1, 1999

                                      -3-
4

                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities and
Exchange Act of 1934. In accordance with the Exchange Act, we file reports,
proxy statements, and other information with the Securities and Exchange
Commission (the "SEC"). We have also filed with the SEC a registration statement
on Form S-8 under the Securities Act with respect to the Common Stock to which
this Prospectus relates. This Prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Statements contained in
this Prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is hereby made to the copy of the
document filed as an exhibit to the registration statement.

         You can inspect and copy the registration statement described above,
its exhibits, and the reports, proxy statements, and other information that we
file with the SEC at the public reference facilities maintained by the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You can also obtain copies of such material by mail at prescribed rates from the
SEC's Public Reference Section at its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may also access such material at the SEC's
home page on the internet at (http://www.sec.gov).

         Our Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. Reports, proxy statements and other information
concerning VF may also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and The Pacific Stock
Exchange, Inc., 301 Pine Street, San Francisco, California 94104.

         In addition, we will provide without charge to each person to whom this
Prospectus is delivered, upon either the written or oral request of such person,
the Annual Report to Shareholders for VF's latest fiscal year and a copy of any
or all of the documents incorporated herein by reference other than exhibits to
such documents. Such requests should be directed to Candace S. Cummings, V.F.
Corporation, P.O. Box 21488, Greensboro, North Carolina 27420, telephone number
(336) 547-6000.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any

                                      -4-
5

future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act:

                  (a)      our Annual Report on Form 10-K for the year ended
                           January 2, 1999;

                  (b)      our Quarterly Report on Form 10-Q for the quarter
                           ended April 3, 1999; and

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

                                   THE COMPANY

         We, through our operating subsidiaries, design, manufacture and market
branded jeanswear, workwear, knitwear, intimate apparel, children's playwear,
other apparel and daypacks and backpacks. We were organized in 1899, and we
oversee the operations of our subsidiaries, providing them with financial and
administrative resources. Management of each marketing unit is responsible for
the growth and development of its business, within guidelines established by VF
Corporation management.

         We are a Pennsylvania corporation. Our principal executive offices are
located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina 27408,
and our telephone number is (336) 547-6000. Our mailing address is P. O. Box
21488, Greensboro, North Carolina 27420.

                              SELLING SHAREHOLDERS

         The following table sets forth (1) the name of each selling
shareholder, the nature of his/her position, office or other material
relationship to VF Corporation or its subsidiaries, (2) the number of shares of
Common Stock beneficially owned by each selling stockholder as of March 31,
1999, (3) the number of shares of Common Stock that each selling shareholder may
offer for sale from time to time pursuant to this Prospectus, whether or not
such selling shareholder has a present intention to do so and (4) the number of
shares of Common Stock to be beneficially owned by each selling stockholder
following the sale of all shares that may be so offered, assuming no other
change in the beneficial ownership of our Common Stock by such selling

                                      -5-
6

shareholder after March 31, 1999. Except for M. Rust Sharp and Ursula F.
Fairbairn, each of whom will beneficially own 18.9% of the Common Stock after
the Offering (see note 6 to the table), none of the listed individuals will own
more than one percent or more of the Common Stock after the Offering.
Name and             Number of Shares              Number of          Number of Shares
            Principal Position        Beneficially Owned              Shares           Beneficially Owned
            With VF Corporation       Prior to Offering(1) (2)      Offered (3)        After Offering (2)
            -------------------       ------------------------      -----------        ------------------
Mackey J. McDonald, Chairman,                   778,111(4)        856,107                   82,111
     President, CEO & Director

     Robert D. Buzzell, Director                      15,400            18,600                    1,600

     Edward E. Crutchfield, Jr.,                      30,234             9,600                   25,434
     Director

     Ursula F. Fairbairn, Director                22,944,442(5)         22,200               22,927,042

     Barbara S. Feigin, Director                      31,231(6)         30,000                    6,031

     Robert J. Hurst, Director                        26,767            22,200                    9,367

     George Fellows, Director                          5,800             9,600                    1,000

     M. Rust Sharp, Director                      22,943,604(5)         22,200               22,926,204

     L. Dudley Walker, Director                       59,800             9,600                   55,000

     Candace S. Cummings, Vice                        64,362            82,265                    4,362
     President Administration,
     General Counsel & Secretary

     Timothy A. Lambeth, Vice                        194,506           205,323                   26,506
     President - Global Processes

     Terry L. Lay, Vice President &                  116,232           143,323                    2,232
     Chairman - International
     Coalition

     Daniel G. MacFarlan, Vice                       159,604(7)        180,014                   27,604
     President & Chairman - Knitwear,
     Playwear and Intimate Apparel
     Coalitions

     Frank C. Pickard III, Vice                       41,528            58,265                    5,528
     President - Treasurer

     John P. Schamberger, Vice                       191,344(7)        212,014                   27,344
     President & Chairman - Jeanswear
     Coalition
-6-
7
Name and             Number of Shares              Number of          Number of Shares
            Principal Position        Beneficially Owned              Shares           Beneficially Owned
            With VF Corporation       Prior to Offering(1) (2)      Offered (3)        After Offering (2)
            -------------------       ------------------------      -----------        ------------------
Robert K. Shearer, Vice                          62,135            79,323                   12,135
     President - Finance and CFO

     Peter E. Keene, Vice President -                 40,458            48,200                      458
     Controller
(1)      Includes shares purchasable upon the exercise of options held by the
         listed selling shareholder which have vested as of May 30, 1999.

(2)      Shares owned include shares held in trusts in connection with employee
         benefit plans, as to which the following participants share voting
         power but have no present dispositive power: Mr. McDonald - 21,965
         shares; Ms. Cummings - 3,762 shares; Mr. Lay - 1,208 shares; Mr.
         MacFarlan - 9,121 shares; and Mr. Pickard - 4,435 shares. Does not
         include Series B Stock held in trust in connection with an employee
         benefit plan, as to which participants also share voting power but have
         no present dispositive power (and no power to direct conversion into
         Common Stock), as follows: Mr. McDonald - 213 shares; Mr. Keene - 264
         shares; Mr. Lay - 303 shares; Mr. Lambeth - 312 shares; Mr. MacFarlan -
         283 shares; Mr. Pickard - 248 shares; Mr. Schamberger - 326 shares; and
         Mr. Shearer - 361 shares. Shares owned also include shares held in a
         trust in connection with an employee benefit plan, as to which the
         following participants have dispositive power and shared voting power:
         Mr. McDonald - 1,060 shares; Mr. Keene - 458 shares; Mr. Lay - 1,024
         shares; Mr. Pickard - 1,093 shares; and Mr. Shearer - 335 shares.
         Shares owned also include shares held in a trust in connection with an
         employee benefit plan, as to which the following participants have
         dispositive power but no voting power: Mr. McDonald - 55 shares; and
         Mr. MacFarlan - 6,225 shares. Shares owned also include shares held in
         a trust in connection with the VF Deferred Savings Plan for
         Non-Employee Directors as to which the following directors have shared
         voting power but do not have dispositive power: Ms. Fairbairn - 2,015
         shares; Ms. Feigin - 1,831 shares; Mr. Hurst - 4,567 shares; and Mr.
         Sharp - 916 shares.

(3)      Includes shares not yet beneficially owned within the meaning of Rule
         13d-3 under the Exchange Act which are purchasable upon the exercise of
         options held by the listed selling shareholder which have not yet
         vested by May 30, 1999; also includes performance based restricted
         stock units not yet beneficially owned within the meaning of Rule 13d-3
         under the Exchange Act that participants may earn, but that were not
         earned by May 30, 1999.

(4)      Includes 41,595 shares of restricted stock over which the listed
         selling shareholder holds voting power but not dispositive power.

(5)      Includes 22,923,288 shares of Common Stock held by the listed selling
         shareholder as a co-trustee under certain Deeds of Trust dated August
         21, 1951 and under the Will of John E. Barbey, deceased, with respect
         to which the listed shareholder has no pecuniary interest.

                                      -7-
8

(6)      Includes 400 shares as to which the listed selling shareholder shares
         voting and dispositive power.

(7)      Includes 12,258 shares of restricted stock over which the listed
         selling shareholder holds voting power but not dispositive power.

                              PLAN OF DISTRIBUTION

         The shares of Common Stock may be sold from time to time to purchasers
directly by any of the selling shareholders. Alternatively, the selling
shareholders may sell the shares of Common Stock in one or more transactions
(including block transactions) on the New York Stock Exchange or the Pacific
Stock Exchange, in sales occurring in the public market off the New York Stock
Exchange or Pacific Stock Exchange, in separately negotiated transactions or in
a combination of such transactions. Each sale may be made either at market
prices prevailing at the time of such sale or at negotiated prices. Shares may
be sold by selling shareholders through brokers acting on behalf of such selling
shareholders or to dealers for resale by such dealers; and in connection with
such sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from such selling shareholders and/or the purchasers of
such shares for whom they may act as broker or agent (which discounts or
commissions are not anticipated to exceed those customary in the types of
transactions involved). In addition, any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be
sold under Rule 144 rather than pursuant to this Prospectus.

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

         In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.

         All expenses incurred in connection with the registration of the shares
under the Securities Act are being borne by VF Corporation, but all brokerage
commissions and other selling expenses incurred by a selling shareholder will be
borne by such selling shareholder. We will not receive any proceeds from any
sales of Common Stock offered by selling shareholders pursuant to this
Prospectus, although we will receive payment upon the exercise of any options
under which shares of Common Stock are acquired by the selling shareholders for
cash.

                                      -8-
9

                                  LEGAL MATTERS

         Legal matters with respect to the Common Stock being offered hereby
have been passed upon for the Company by Pepper Hamilton LLP, Philadelphia,
Pennsylvania.

                                     EXPERTS

         The financial statements and financial statement schedule incorporated
in this Prospectus by reference to the Annual Report on Form 10-K of VF
Corporation for the year ended January 2, 1999 have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in accounting and auditing.

                                      -9-
10
You should rely only on the information incorporated by reference or provided in
this Prospectus. VF Corporation has not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front cover of this Prospectus.

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

                                   Prospectus

                                 VF CORPORATION

                                2,900,000 shares

                                  COMMON STOCK

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

                                  August 1, 1999

                                      -10-
11
                                        PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         Exhibit No.     Description
         -----------     -----------

           4.1           1996 Stock Compensation Plan, as amended to date.

          *4.2           Mid-Term Plan, a subplan under the 1996 Stock
                         Compensation Plan (Exhibit 10(X) to the Company's
                         Annual Report on Form 10-K for the year ended January
                         2, 1999).

                                    -11-
12

           5             Opinion of Pepper Hamilton LLP.

          23.1           Consent of PricewaterhouseCoopers LLP.

          23.2           Consent of Pepper Hamilton LLP (included in Exhibit 5).

          24             Power of Attorney.
------------
* Incorporated by reference.

                                      -12-
13

                                   SIGNATURES

         The Registrant. 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 30th day of July, 1999.

                                        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,                 July 30, 1999
---------------------------                 President and
    Mackey J. McDonald                      Chief Executive Officer

/s/ Robert K. Shearer                       Vice President - Finance               July 30, 1999
---------------------------                 and Chief Financial Officer
    Robert K. Shearer

/s/ Timothy R. Wheeler                      Controller                             July 30, 1999
---------------------------
    Timothy R. Wheeler

DIRECTORS
---------

Robert D. Buzzell*                          George Fellows*                        M. Rust Sharp*
Edward E. Crutchfield*                      Robert J. Hurst*                       L. Dudley Walker*
Ursula F. Fairbairn*                        Mackey J. McDonald*
Barbara S. Feigin*
Date:  July 30, 1999              * By: /s/ Mackey J. McDonald
                                        ----------------------
                                            Mackey J. McDonald,
                                            Attorney-In-Fact

                                      -13-
14

                                  EXHIBIT INDEX

4.1      1996 Stock Compensation Plan, as amended to date.
5        Opinion of Pepper Hamilton LLP.
23.1     Consent of PricewaterhouseCoopers LLP.
23.2     Consent of Pepper Hamilton LLP (included in Exhibit 5).
24       Power of Attorney.

                                     -14-