<PAGE>   1
   As filed with the Securities and Exchange Commission on September 18, 1997

                                                    Registration No. 333-
                                                                         ------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                            QUAKER FABRIC CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                          04-1933106
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                               Number)

                               941 Grinnell Street
                         Fall River, Massachusetts 02721
                                 (508) 678-1951
               (Address of principal executive offices) (Zip code)

                            Quaker Fabric Corporation
                             1997 Stock Option Plan
                              (Full title of plan)

                                Cynthia L. Gordan
                       Vice President and General Counsel
                            Quaker Fabric Corporation
                               941 Grinnell Street
                         Fall River, Massachusetts 02721
                                 (508) 678-1951
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                             Arnold S. Jacobs, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                          New York, New York 10036-8299
                                 (212) 969-3000

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
Title of securities to be      Amount to be       Proposed maximum        Proposed maximum          Amount of
registered                      registered         offering price        aggregate offering       registration
                                                    per share(1)               price                   fee
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                    <C>                      <C>
Common Stock,                 500,000 shares             $22.94              $11,470,000              $3,476
par value $0.01 per share
--------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h).
</TABLE>
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents By Reference.

         The following documents filed with the Securities and Exchange
Commission by Quaker Fabric Corporation, a Delaware corporation (the "Company"
or the "Registrant"), are incorporated herein by reference:

     1.  the Company's Annual Report on Form 10-K for the fiscal year ended
         January 4, 1997;

     2.  the Company's Quarterly Report on Form 10-Q for the quarter ended April
         5, 1997;

     3.  the Company's Quarterly Report on Form 10-Q for the quarter ended July
         5, 1997;

     4.  the Company's Current Report on Form 8-K, dated as of March 25, 1997;
         and

     5.  the description of the Company's Common Stock, par value $0.01 per
         share, incorporated by reference in the Company's Registration
         Statement filed on Form 8-A pursuant to Section 12 of the Securities
         and Exchange Act of 1934, as amended, from the prospectus contained in
         the Company's Registration Statement filed on Form S-1, Registration
         No. 33-69002, under the caption "Description of Securities."

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing such
documents.

         Item 4.  Description of Securities.

         Not applicable.

         Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

         Item 6.  Indemnification of Directors and Officers.

         The Company is incorporated in Delaware. Section 145 of the Delaware
General Corporation Law grants each corporation organized thereunder the power
to indemnify its officers and directors against liability for certain of their
acts. Article NINTH of the Company's Certificate of Incorporation provides that
the Company shall indemnify any person who was or is a party to any action by
reason of the fact that he is or was or has agreed to become a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability incurred by him in connection with such
action, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement,

                                       2
<PAGE>   3
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interest of the Company and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful. Article EIGHTH of
the Company's Certificate of Incorporation provides, except to the extent
prohibited by the Delaware General Corporation Law, that no director of the
Company shall be liable to the Company for monetary damages for breach of
fiduciary duty as a director. In addition, the Company has entered into
indemnification agreements with certain of its directors indemnifying such
persons against judgments and other expenses incurred in connection with pending
or threatened litigation resulting from that director's position with the
Company. The Company also provides its directors and officers coverage under a
director's and officer's liability insurance policy.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         4.1      Certificate of Incorporation of the Company, dated May 18,
                  1987. Incorporated by reference from the Company's
                  Registration Statement on Form S-1, Registration No. 33-69002,
                  filed with the Securities and Exchange Commission on September
                  17, 1993.

         4.2      By-laws of the Company. Incorporated by reference from the
                  Company's Registration Statement on Form S-1, Registration No.
                  33-69002, filed with the Securities and Exchange Commission on
                  September 17, 1993.

         4.3      Quaker Fabric Corporation 1997 Stock Option Plan. Incorporated
                  by reference from Amendment No. 2 to the Company's
                  Registration Statement on Form S-1, Registration No.
                  333-21957, filed with the Securities and Exchange Commission
                  on March 11, 1997.

         5        Opinion of Proskauer Rose LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Proskauer Rose LLP (included in Exhibit 5).

                                       3
<PAGE>   4
         Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement, to include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement.

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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.

                                       4
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Fall River, State of Massachusetts, on September
18, 1997.

                                             Quaker Fabric Corporation

                                             By: /s/ Larry A. Liebenow
                                                 -------------------------------
                                                     President and Chief
                                                     Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
    SIGNATURES                         TITLE                                    DATE
    ----------                         -----                                    ----

<S>                                <C>                                     <C>
/s/ Larry A. Liebenow              Director, President, and                September 18, 1997
---------------------              Chief Executive Officer
Larry A. Liebenow                  (Principal Executive Officer)


/s/ Paul J. Kelly*                 Vice President - Finance                September  18, 1997
------------------                 (Principal Financial Officer,
Paul J. Kelly                      and Principal Accounting Officer)


/s/ Sangwoo Ahn*                   Director                                September  18, 1997
----------------
Sangwoo Ahn

/s/ Jerry I. Porras*               Director                                September  18, 1997
--------------------
Jerry I. Porras

/s/ Eriberto R. Scocimara*         Director                                September 18, 1997
-------------------------
Eriberto R. Scocimara

* By Larry A. Liebenow
  Attorney-in-Fact

/s/ Larry A. Liebenow
---------------------
Larry A. Liebenow
</TABLE>

                                       5
<PAGE>   6
                                            EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit No.                        Document

<S>               <C>
         4.1      Certificate of Incorporation of the Company, dated May 18,
                  1987. Incorporated by reference from the Company's
                  Registration Statement on Form S-1, Registration No. 33-69002,
                  filed with the Securities and Exchange Commission on September
                  17, 1993.

         4.2      By-laws of the Company. Incorporated by reference from the
                  Company's Registration Statement on Form S-1, Registration No.
                  33-69002, filed with the Securities and Exchange Commission on
                  September 17, 1993.

         4.3      Quaker Fabric Corporation 1997 Stock Option Plan. Incorporated
                  by reference from Amendment No. 2 to the Company's
                  Registration Statement on Form S-1, Registration No.
                  333-21957, filed with the Securities and Exchange Commission
                  on March 11, 1997.

         5        Opinion of Proskauer Rose LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Proskauer Rose LLP (included in Exhibit 5).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15226}]
{"company-data": {"conformed-name": "QUAKER FABRIC CORP /DE/", "cik": "0000103341", "assigned-sic": "2221", "irs-number": "041933106", "state-of-incorporation": "DE", "fiscal-year-end": "0104"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35983", "film-number": "97682959"}, "business-address": {"street1": "941 GRINNELL ST.", "city": "FALL RIVER", "state": "MA", "zip": "02721", "phone": "5086781951"}, "mail-address": {"street1": "941 GRINNELL ST", "city": "FALL RIVER", "state": "MA", "zip": "02721"}}
1
   As filed with the Securities and Exchange Commission on September 18, 1997

                                                    Registration No. 333-
                                                                         ------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                            QUAKER FABRIC CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                          04-1933106
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                               Number)

                               941 Grinnell Street
                         Fall River, Massachusetts 02721
                                 (508) 678-1951
               (Address of principal executive offices) (Zip code)

                            Quaker Fabric Corporation
                             1997 Stock Option Plan
                              (Full title of plan)

                                Cynthia L. Gordan
                       Vice President and General Counsel
                            Quaker Fabric Corporation
                               941 Grinnell Street
                         Fall River, Massachusetts 02721
                                 (508) 678-1951
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                             Arnold S. Jacobs, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                          New York, New York 10036-8299
                                 (212) 969-3000

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

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of securities to be      Amount to be       Proposed maximum        Proposed maximum          Amount of
registered                      registered         offering price        aggregate offering       registration
                                                    per share(1)               price                   fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,                 500,000 shares             $22.94              $11,470,000              $3,476
par value $0.01 per share
--------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h).
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents By Reference.

         The following documents filed with the Securities and Exchange
Commission by Quaker Fabric Corporation, a Delaware corporation (the "Company"
or the "Registrant"), are incorporated herein by reference:

     1.  the Company's Annual Report on Form 10-K for the fiscal year ended
         January 4, 1997;

     2.  the Company's Quarterly Report on Form 10-Q for the quarter ended April
         5, 1997;

     3.  the Company's Quarterly Report on Form 10-Q for the quarter ended July
         5, 1997;

     4.  the Company's Current Report on Form 8-K, dated as of March 25, 1997;
         and

     5.  the description of the Company's Common Stock, par value $0.01 per
         share, incorporated by reference in the Company's Registration
         Statement filed on Form 8-A pursuant to Section 12 of the Securities
         and Exchange Act of 1934, as amended, from the prospectus contained in
         the Company's Registration Statement filed on Form S-1, Registration
         No. 33-69002, under the caption "Description of Securities."

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing such
documents.

         Item 4.  Description of Securities.

         Not applicable.

         Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

         Item 6.  Indemnification of Directors and Officers.

         The Company is incorporated in Delaware. Section 145 of the Delaware
General Corporation Law grants each corporation organized thereunder the power
to indemnify its officers and directors against liability for certain of their
acts. Article NINTH of the Company's Certificate of Incorporation provides that
the Company shall indemnify any person who was or is a party to any action by
reason of the fact that he is or was or has agreed to become a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability incurred by him in connection with such
action, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement,

                                       2
3
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interest of the Company and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful. Article EIGHTH of
the Company's Certificate of Incorporation provides, except to the extent
prohibited by the Delaware General Corporation Law, that no director of the
Company shall be liable to the Company for monetary damages for breach of
fiduciary duty as a director. In addition, the Company has entered into
indemnification agreements with certain of its directors indemnifying such
persons against judgments and other expenses incurred in connection with pending
or threatened litigation resulting from that director's position with the
Company. The Company also provides its directors and officers coverage under a
director's and officer's liability insurance policy.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         4.1      Certificate of Incorporation of the Company, dated May 18,
                  1987. Incorporated by reference from the Company's
                  Registration Statement on Form S-1, Registration No. 33-69002,
                  filed with the Securities and Exchange Commission on September
                  17, 1993.

         4.2      By-laws of the Company. Incorporated by reference from the
                  Company's Registration Statement on Form S-1, Registration No.
                  33-69002, filed with the Securities and Exchange Commission on
                  September 17, 1993.

         4.3      Quaker Fabric Corporation 1997 Stock Option Plan. Incorporated
                  by reference from Amendment No. 2 to the Company's
                  Registration Statement on Form S-1, Registration No.
                  333-21957, filed with the Securities and Exchange Commission
                  on March 11, 1997.

         5        Opinion of Proskauer Rose LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Proskauer Rose LLP (included in Exhibit 5).

                                       3
4
         Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement, to include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement.

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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.

                                       4
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Fall River, State of Massachusetts, on September
18, 1997.

                                             Quaker Fabric Corporation

                                             By: /s/ Larry A. Liebenow
                                                 -------------------------------
                                                     President and Chief
                                                     Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURES                         TITLE                                    DATE
    ----------                         -----                                    ----
/s/ Larry A. Liebenow              Director, President, and                September 18, 1997
---------------------              Chief Executive Officer
Larry A. Liebenow                  (Principal Executive Officer)

/s/ Paul J. Kelly*                 Vice President - Finance                September  18, 1997
------------------                 (Principal Financial Officer,
Paul J. Kelly                      and Principal Accounting Officer)

/s/ Sangwoo Ahn*                   Director                                September  18, 1997
----------------
Sangwoo Ahn

/s/ Jerry I. Porras*               Director                                September  18, 1997
--------------------
Jerry I. Porras

/s/ Eriberto R. Scocimara*         Director                                September 18, 1997
-------------------------
Eriberto R. Scocimara

* By Larry A. Liebenow
  Attorney-in-Fact

/s/ Larry A. Liebenow
---------------------
Larry A. Liebenow
5
6
                                            EXHIBIT INDEX
Exhibit No.                        Document
4.1      Certificate of Incorporation of the Company, dated May 18,
                  1987. Incorporated by reference from the Company's
                  Registration Statement on Form S-1, Registration No. 33-69002,
                  filed with the Securities and Exchange Commission on September
                  17, 1993.

         4.2      By-laws of the Company. Incorporated by reference from the
                  Company's Registration Statement on Form S-1, Registration No.
                  33-69002, filed with the Securities and Exchange Commission on
                  September 17, 1993.

         4.3      Quaker Fabric Corporation 1997 Stock Option Plan. Incorporated
                  by reference from Amendment No. 2 to the Company's
                  Registration Statement on Form S-1, Registration No.
                  333-21957, filed with the Securities and Exchange Commission
                  on March 11, 1997.

         5        Opinion of Proskauer Rose LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Proskauer Rose LLP (included in Exhibit 5).