<PAGE>   1
      As filed with the Securities and Exchange Commission on August 4, 1997

                                                    Registration No. 333-_______



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                                V.F. CORPORATION
             (Exact name of registrant as specified in its charter)

           PENNSYLVANIA                                          23-1180120
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               Identification No.)

                              1047 NORTH PARK ROAD
                         WYOMISSING, PENNSYLVANIA 19610
                    (Address of Principal Executive Offices)
                         -------------------------------

                          1996 STOCK COMPENSATION PLAN
                            (Full title of the Plan)
                         -------------------------------

                            CANDACE S. CUMMINGS, ESQ.
               VICE PRESIDENT - ADMINISTRATION AND GENERAL COUNSEL
                                V.F. CORPORATION
                                  P.O. BOX 1022
                           READING, PENNSYLVANIA 19603
                     (Name and Address of Agent for Service)

                                 (610) 378-1151
          (Telephone number, including area code of agent for service)

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
==================================================================================================================================
TITLE OF                                                 PROPOSED MAXIMUM             PROPOSED MAXIMUM
SECURITIES TO                  AMOUNT TO BE             OFFERING PRICE PER           AGGREGATE OFFERING              AMOUNT OF
BE REGISTERED                 REGISTERED (1)                 SHARE (2)                   PRICE (2)                REGISTRATION FEE
==================================================================================================================================
<S>                            <C>                       <C>                         <C>                          <C>
Common Stock
(no par value;                     
stated capital                     621,595                    $69.00                    $ 42,890,055                  $ 12,997
$1.00 per share)                 3,203,610                    $88.47                    $283,423,377                  $ 85,886
==================================================================================================================================
           TOTAL                 3,825,205                                              $326,313,432                  $ 98,883
                                                                                                                       (14,466)(3)
                                                                                                                      ------------
                                                                                                                      $ 84,417(3)
                                                                                                                      ============
</TABLE>

(1) Includes 539,600 shares of Common Stock which are available, or hereafter
become available, for award under V.F. Corporation's 1991 Stock Option Plan and
285,605 shares of Common Stock which are available for award under V.F.
Corporation's 1995 Key Employee Restricted Stock Plan which may be issued under
the 1996 Stock Compensation Plan.

(2) Estimated solely for the purposes of calculating the registration fee on the
basis of, in accordance with Rule 457(h), (i) the option exercise price with
respect to outstanding options to purchase 621,595 shares and (ii) the average
of the high and low prices per share of the registrant's Common Stock on The New
York Stock Exchange on July 29, 1997 with respect to the remaining 3,203,610
shares subject to future grant under the 1996 Stock Compensation Plan.

(3) Pursuant to Rule 429 under the Securities Act and Instruction E to Form 
S-8, 539,600 shares of Common Stock have previously been registered on Form S-8 
(File No. 33-55014) filed on April 29, 1994 and such shares are being carried 
forward to this Registration Statement. A registration fee of $9,373 has 
previously been paid in connection with such shares.  No additional fee 
in connection with such shares is required.  Accordingly, the total Amount 
of Registration Fee paid herewith is reduced by $14,466 which would be the 
registration fee attributable to the 539,000 shares carried forward, based 
on a proposed maximum offering price per share of $88.47.

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Incorporated by reference into this Registration Statement are (a) V.F.
Corporation's ("VF") Annual Report on Form 10-K for the fiscal year ended
January 4, 1997; (b) VF's Quarterly Report on Form 10-Q for the quarterly
period ended April 5, 1997; (c) VF's 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 VF's Registration Statements on Form 8-A
dated May 8, 1987 and January 25, 1988 filed pursuant to section 12(b) of the
1934 Act, which contain descriptions of the Common Stock of VF (the "Common
Stock") and certain rights relating to the Common Stock, and any amendment or
reports filed for the purpose of updating such descriptions; and (d) all
documents subsequently filed by VF pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Legal matters with respect to the Common Stock being offered hereby have been
passed upon for VF by Pepper, Hamilton & Scheetz LLP, Philadelphia,
Pennsylvania. M. Rust Sharp, of counsel to Pepper, Hamilton & Scheetz LLP, is a
director of VF. Mr. Sharp owns beneficially 11,461,644 shares of Common Stock as
a co-trustee under certain Deeds of Trust dated August 21, 1951 and under the
Will of John E. Barbey, deceased. Additionally, Mr. Sharp owns 1,000 shares of
Common Stock and options to purchase 9,300 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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 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

                                     II - 1
<PAGE>   3
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 for negligence or misconduct in the
performance of his duty 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 such person 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 VF provide for indemnification of the officers or
directors of VF 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 indemnification obligations
whether arising under or pursuant to Section 518 or otherwise. VF's By-Laws
provide that any person made a party to any lawsuit by reason of being a
director or officer of VF may be indemnified by VF, 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 VF 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.

                                     II - 2
<PAGE>   4
VF 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 VF 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 . . . 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

*4       1996 Stock Compensation Plan (incorporated by reference to Exhibit A
         to VF's definitive proxy statement filed on March 10, 1997 (File no.
         1-05256)).
5        Opinion of Pepper, Hamilton & Scheetz LLP.
23.1     Consent of Coopers & Lybrand LLP.
23.2     Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5).
24       Power of Attorney

---------------
* Incorporated by reference.

                                     II - 3
<PAGE>   5
ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

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

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities (if the total dollar
                           value of securities offered would not exceed that
                           which was registered) and any deviation from the low
                           or high and of the estimated maximum offering range
                           may be reflected in the form of prospectus filed with
                           the Commission pursuant to Rule 424(b), if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this registration statement or any material change to
                           such information in this Registration Statement;

provided, however, that the undertakings set forth in 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 Section 15(d) of the 1934 Act
that are incorporated by reference in this Registration Statement.

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

         (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.

         (4)      That, for the purposes of determining any liability under the
                  Act, each filing of VF's annual report pursuant to Section
                  13(a) or Section 15(d) of the 1934 Act that is incorporated by
                  reference in the Registration Statement shall be deemed to be
                  a new Registration Statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

                                     II - 4
<PAGE>   6
         (5)      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.

                                     II - 5
<PAGE>   7
                                   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 the Borough of Wyomissing, Commonwealth of Pennsylvania on the
31st day of July, 1997.

                                            V.F. CORPORATION

                                            By: /s/ MACKEY J. MCDONALD
                                            Mackey J. McDonald
                                            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                  President and                          July 31, 1997
    ----------------------                  Chief Executive Officer
    Mackey J. McDonald


    /s/ GERALD G. JOHNSON                   Vice President - Finance               July 31, 1997
    ---------------------                   and Chief Financial Officer
    Gerald G. Johnson


    /s/ ROBERT K. SHEARER                   Vice President and Controller          July 31, 1997
    ---------------------
    Robert K. Shearer
</TABLE>


                                    DIRECTORS

Robert D. Buzzell*                                          William E. Pike*
Edward E. Crutchfield*        Robert J. Hurst*              Lawrence R. Pugh*
Ursula F. Fairbairn*          Mackey J. McDonald*           M. Rust Sharp*
Barbara S. Feigin*                                          L. Dudley Walker*



                                         * By: /s/ CANDACE S. CUMMINGS
                                               -----------------------
                                           Candace S. Cummings, Attorney-In-Fact

                                           Date: July 31, 1997

                                     II - 6
<PAGE>   8
                                  EXHIBIT INDEX

5        Opinion of Pepper, Hamilton & Scheetz LLP.
23.1     Consent of Coopers & Lybrand LLP.
23.2     Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5).
24       Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 V.F. CORPORATION", "secsgml_size_bytes": 22219}]
{"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": "333-32789", "film-number": "97651117"}, "business-address": {"street1": "1047 N PARK RD", "city": "WYOMISSING", "state": "PA", "zip": "19610", "phone": "2153781151"}, "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 August 4, 1997

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                                V.F. CORPORATION
             (Exact name of registrant as specified in its charter)

           PENNSYLVANIA                                          23-1180120
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               Identification No.)

                              1047 NORTH PARK ROAD
                         WYOMISSING, PENNSYLVANIA 19610
                    (Address of Principal Executive Offices)
                         -------------------------------

                          1996 STOCK COMPENSATION PLAN
                            (Full title of the Plan)
                         -------------------------------

                            CANDACE S. CUMMINGS, ESQ.
               VICE PRESIDENT - ADMINISTRATION AND GENERAL COUNSEL
                                V.F. CORPORATION
                                  P.O. BOX 1022
                           READING, PENNSYLVANIA 19603
                     (Name and Address of Agent for Service)

                                 (610) 378-1151
          (Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
TITLE OF                                                 PROPOSED MAXIMUM             PROPOSED MAXIMUM
SECURITIES TO                  AMOUNT TO BE             OFFERING PRICE PER           AGGREGATE OFFERING              AMOUNT OF
BE REGISTERED                 REGISTERED (1)                 SHARE (2)                   PRICE (2)                REGISTRATION FEE
==================================================================================================================================
Common Stock
(no par value;                     
stated capital                     621,595                    $69.00                    $ 42,890,055                  $ 12,997
$1.00 per share)                 3,203,610                    $88.47                    $283,423,377                  $ 85,886
==================================================================================================================================
           TOTAL                 3,825,205                                              $326,313,432                  $ 98,883
                                                                                                                       (14,466)(3)
                                                                                                                      ------------
                                                                                                                      $ 84,417(3)
                                                                                                                      ============
(1) Includes 539,600 shares of Common Stock which are available, or hereafter
become available, for award under V.F. Corporation's 1991 Stock Option Plan and
285,605 shares of Common Stock which are available for award under V.F.
Corporation's 1995 Key Employee Restricted Stock Plan which may be issued under
the 1996 Stock Compensation Plan.

(2) Estimated solely for the purposes of calculating the registration fee on the
basis of, in accordance with Rule 457(h), (i) the option exercise price with
respect to outstanding options to purchase 621,595 shares and (ii) the average
of the high and low prices per share of the registrant's Common Stock on The New
York Stock Exchange on July 29, 1997 with respect to the remaining 3,203,610
shares subject to future grant under the 1996 Stock Compensation Plan.

(3) Pursuant to Rule 429 under the Securities Act and Instruction E to Form 
S-8, 539,600 shares of Common Stock have previously been registered on Form S-8 
(File No. 33-55014) filed on April 29, 1994 and such shares are being carried 
forward to this Registration Statement. A registration fee of $9,373 has 
previously been paid in connection with such shares.  No additional fee 
in connection with such shares is required.  Accordingly, the total Amount 
of Registration Fee paid herewith is reduced by $14,466 which would be the 
registration fee attributable to the 539,000 shares carried forward, based 
on a proposed maximum offering price per share of $88.47.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Incorporated by reference into this Registration Statement are (a) V.F.
Corporation's ("VF") Annual Report on Form 10-K for the fiscal year ended
January 4, 1997; (b) VF's Quarterly Report on Form 10-Q for the quarterly
period ended April 5, 1997; (c) VF's 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 VF's Registration Statements on Form 8-A
dated May 8, 1987 and January 25, 1988 filed pursuant to section 12(b) of the
1934 Act, which contain descriptions of the Common Stock of VF (the "Common
Stock") and certain rights relating to the Common Stock, and any amendment or
reports filed for the purpose of updating such descriptions; and (d) all
documents subsequently filed by VF pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Legal matters with respect to the Common Stock being offered hereby have been
passed upon for VF by Pepper, Hamilton & Scheetz LLP, Philadelphia,
Pennsylvania. M. Rust Sharp, of counsel to Pepper, Hamilton & Scheetz LLP, is a
director of VF. Mr. Sharp owns beneficially 11,461,644 shares of Common Stock as
a co-trustee under certain Deeds of Trust dated August 21, 1951 and under the
Will of John E. Barbey, deceased. Additionally, Mr. Sharp owns 1,000 shares of
Common Stock and options to purchase 9,300 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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 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

                                     II - 1
3
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 for negligence or misconduct in the
performance of his duty 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 such person 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 VF provide for indemnification of the officers or
directors of VF 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 indemnification obligations
whether arising under or pursuant to Section 518 or otherwise. VF's By-Laws
provide that any person made a party to any lawsuit by reason of being a
director or officer of VF may be indemnified by VF, 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 VF 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.

                                     II - 2
4
VF 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 VF 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 . . . 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

*4       1996 Stock Compensation Plan (incorporated by reference to Exhibit A
         to VF's definitive proxy statement filed on March 10, 1997 (File no.
         1-05256)).
5        Opinion of Pepper, Hamilton & Scheetz LLP.
23.1     Consent of Coopers & Lybrand LLP.
23.2     Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5).
24       Power of Attorney

---------------
* Incorporated by reference.

                                     II - 3
5
ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

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

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities (if the total dollar
                           value of securities offered would not exceed that
                           which was registered) and any deviation from the low
                           or high and of the estimated maximum offering range
                           may be reflected in the form of prospectus filed with
                           the Commission pursuant to Rule 424(b), if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this registration statement or any material change to
                           such information in this Registration Statement;

provided, however, that the undertakings set forth in 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 Section 15(d) of the 1934 Act
that are incorporated by reference in this Registration Statement.

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

         (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.

         (4)      That, for the purposes of determining any liability under the
                  Act, each filing of VF's annual report pursuant to Section
                  13(a) or Section 15(d) of the 1934 Act that is incorporated by
                  reference in the Registration Statement shall be deemed to be
                  a new Registration Statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

                                     II - 4
6
         (5)      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.

                                     II - 5
7
                                   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 the Borough of Wyomissing, Commonwealth of Pennsylvania on the
31st day of July, 1997.

                                            V.F. CORPORATION

                                            By: /s/ MACKEY J. MCDONALD
                                            Mackey J. McDonald
                                            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                  President and                          July 31, 1997
    ----------------------                  Chief Executive Officer
    Mackey J. McDonald

    /s/ GERALD G. JOHNSON                   Vice President - Finance               July 31, 1997
    ---------------------                   and Chief Financial Officer
    Gerald G. Johnson

    /s/ ROBERT K. SHEARER                   Vice President and Controller          July 31, 1997
    ---------------------
    Robert K. Shearer
DIRECTORS

Robert D. Buzzell*                                          William E. Pike*
Edward E. Crutchfield*        Robert J. Hurst*              Lawrence R. Pugh*
Ursula F. Fairbairn*          Mackey J. McDonald*           M. Rust Sharp*
Barbara S. Feigin*                                          L. Dudley Walker*

                                         * By: /s/ CANDACE S. CUMMINGS
                                               -----------------------
                                           Candace S. Cummings, Attorney-In-Fact

                                           Date: July 31, 1997

                                     II - 6
8
                                  EXHIBIT INDEX

5        Opinion of Pepper, Hamilton & Scheetz LLP.
23.1     Consent of Coopers & Lybrand LLP.
23.2     Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5).
24       Power of Attorney