<PAGE>


      As filed with the Securities and Exchange Commission on July 21, 2000
                                                      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)

<TABLE>
<S>                                                                   <C>
                         Delaware                                                  04-1933106
(State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification No.)
</TABLE>

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

                QUAKER FABRIC CORPORATION 1997 STOCK OPTION PLAN
                            (Full title of the plan)

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

                               -------------------
                                   Copies to:
                                Allan R. Williams
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                       Amount to be       Proposed maximum              Proposed maximum           Amount of
Title of securities to be registered  registered(1)  offering price per share(2)  aggregate offering price(2) registration fee(3)
----------------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>                     <C>                          <C>                      <C>
Common Stock, $0.01 par value         750,000 shares          $5.53125                     $4,148,375               $995.63

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Represents additional shares of common stock, par value $0.01 per share
         (the "Common Stock"), of Quaker Fabric Corporation (the "Registrant")
         which may be issued upon exercise of options granted and to be granted
         under the Registrant's 1997 Stock Option Plan (the "Plan"), as amended
         pursuant to an amendment to the Plan adopted at the Registrant's 2000
         Annual Meeting of Stockholders. There is an effective registration
         statement (Registration No. 333-35983) relating to the issuance under
         the Plan of 750,000 shares of Common Stock after giving effect to a
         three-for-two stock dividend on the Common Stock paid to shareholders
         on June 29, 1998. Pursuant to Rule 416 under the Act, there are also
         being registered such additional indeterminate number of shares of
         Common Stock as may be required to cover possible adjustments under the
         Plan.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933. The maximum
         offering price per share is based upon the average of the high and low
         sales prices of the Common Stock, as reported on The Nasdaq Stock
         Market on July 20, 2000.
(3)      In connection with the filing of the registration statement
         (Registration No. 333-35983) relating to the issuance under the Plan of
         750,000 shares of Common Stock after giving effect to a three-for-two
         stock dividend on the Common Stock, the Company paid a registration fee
         of $3,476.






<PAGE>





                                EXPLANATORY NOTE

         The contents of the Registration Statement on Form S-8 of Quaker Fabric
Corporation filed with the Securities and Exchange Commission on September 19,
1997 (Commission File No. 333-35983), relating to the registration of 750,000
shares of Common Stock (after giving effect to a three-for-two stock dividend on
the Common Stock paid to shareholders on June 29, 1998), authorized for issuance
under the Plan is incorporated by reference in its entirety herein in accordance
with General Instruction E to Form S-8. This Registration Statement provides for
the registration of an additional 750,000 shares of Common Stock authorized for
issuance under the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 8.  Exhibits.

<TABLE>
<S>               <C>
         4        Amendments to Quaker Fabric Corporation 1997 Stock Option Plan
                  (incorporated by reference to Annex A of the Quaker Fabric
                  Corporation's Proxy Statement for the 2000 Annual Meeting).

         5        Opinion of Proskauer Rose LLP.

         23.1     Consent of Arthur Andersen LLP.

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

         24       Power of Attorney (see signature page)

</TABLE>


                                      II-1






<PAGE>




                                   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 City of Fall River, State of Massachusetts, on July 18, 2000.

                                       QUAKER FABRIC CORPORATION

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

                        SIGNATURES AND POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Larry A. Liebenow as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his or her behalf individually and in any and all
capacities any and all amendments (including post-effective amendments) to a
Registration Statement on Form S-8 relating to the registration under the
Securities Act of 1933 of shares of Common Stock of Quaker Fabric Corporation
under the 1997 Stock Option Plan of Quaker Fabric Corporation and to file the
same with all exhibits thereto and all other documents in connection therewith
with the Securities and Exchange Commission, granting to such attorney-in-fact
and agent, full power and authority to do all such other acts and things
requisite or necessary to be done, and to execute all such other documents as he
may deem necessary or desirable in connection with the foregoing, as fully as
the undersigned might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.

         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>
    SIGNATURES                         TITLE                                                 DATE
    ----------                         -----                                                 -----

<S>                                    <C>                                                  <C>

/s/ Sangwoo Ahn                        Chairman of the Board of                             July 18, 2000
------------------------------         Directors
Sangwoo Ahn

/s/ Larry A. Liebenow                  President, Chief Executive Officer                   July 18, 2000
----------------------------           and Director (principal executive officer)
Larry A. Liebenow

/s/ Paul J. Kelly                      Vice President-Finance, Chief                        July 18, 2000
----------------------------------     Financial Officer and Treasurer
Paul J. Kelly                          (principal financial and accounting officer)

/s/ Jerry I. Porras                    Director                                             July 18, 2000
----------------------------------
Jerry I. Porras

/s/ Eriberto R. Scocimara              Director                                             July 18, 2000
----------------------------------
Eriberto R. Scocimara

</TABLE>

                                      II-2
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{"company-data": {"conformed-name": "QUAKER FABRIC CORP /DE/", "cik": "0000103341", "assigned-sic": "2221", "irs-number": "041933106", "state-of-incorporation": "DE", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41974", "film-number": "676822"}, "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"}}
As filed with the Securities and Exchange Commission on July 21, 2000
                                                      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 incorporation or organization)        (I.R.S. Employer Identification No.)
941 Grinnell Street
                         Fall River, Massachusetts 02721
               (Address of principal executive offices) (Zip code)

                QUAKER FABRIC CORPORATION 1997 STOCK OPTION PLAN
                            (Full title of the plan)

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

                               -------------------
                                   Copies to:
                                Allan R. Williams
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                       Amount to be       Proposed maximum              Proposed maximum           Amount of
Title of securities to be registered  registered(1)  offering price per share(2)  aggregate offering price(2) registration fee(3)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value         750,000 shares          $5.53125                     $4,148,375               $995.63

----------------------------------------------------------------------------------------------------------------------------------
(1)      Represents additional shares of common stock, par value $0.01 per share
         (the "Common Stock"), of Quaker Fabric Corporation (the "Registrant")
         which may be issued upon exercise of options granted and to be granted
         under the Registrant's 1997 Stock Option Plan (the "Plan"), as amended
         pursuant to an amendment to the Plan adopted at the Registrant's 2000
         Annual Meeting of Stockholders. There is an effective registration
         statement (Registration No. 333-35983) relating to the issuance under
         the Plan of 750,000 shares of Common Stock after giving effect to a
         three-for-two stock dividend on the Common Stock paid to shareholders
         on June 29, 1998. Pursuant to Rule 416 under the Act, there are also
         being registered such additional indeterminate number of shares of
         Common Stock as may be required to cover possible adjustments under the
         Plan.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933. The maximum
         offering price per share is based upon the average of the high and low
         sales prices of the Common Stock, as reported on The Nasdaq Stock
         Market on July 20, 2000.
(3)      In connection with the filing of the registration statement
         (Registration No. 333-35983) relating to the issuance under the Plan of
         750,000 shares of Common Stock after giving effect to a three-for-two
         stock dividend on the Common Stock, the Company paid a registration fee
         of $3,476.
EXPLANATORY NOTE

         The contents of the Registration Statement on Form S-8 of Quaker Fabric
Corporation filed with the Securities and Exchange Commission on September 19,
1997 (Commission File No. 333-35983), relating to the registration of 750,000
shares of Common Stock (after giving effect to a three-for-two stock dividend on
the Common Stock paid to shareholders on June 29, 1998), authorized for issuance
under the Plan is incorporated by reference in its entirety herein in accordance
with General Instruction E to Form S-8. This Registration Statement provides for
the registration of an additional 750,000 shares of Common Stock authorized for
issuance under the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 8.  Exhibits.
4        Amendments to Quaker Fabric Corporation 1997 Stock Option Plan
                  (incorporated by reference to Annex A of the Quaker Fabric
                  Corporation's Proxy Statement for the 2000 Annual Meeting).

         5        Opinion of Proskauer Rose LLP.

         23.1     Consent of Arthur Andersen LLP.

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

         24       Power of Attorney (see signature page)
II-1
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 City of Fall River, State of Massachusetts, on July 18, 2000.

                                       QUAKER FABRIC CORPORATION

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

                        SIGNATURES AND POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Larry A. Liebenow as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his or her behalf individually and in any and all
capacities any and all amendments (including post-effective amendments) to a
Registration Statement on Form S-8 relating to the registration under the
Securities Act of 1933 of shares of Common Stock of Quaker Fabric Corporation
under the 1997 Stock Option Plan of Quaker Fabric Corporation and to file the
same with all exhibits thereto and all other documents in connection therewith
with the Securities and Exchange Commission, granting to such attorney-in-fact
and agent, full power and authority to do all such other acts and things
requisite or necessary to be done, and to execute all such other documents as he
may deem necessary or desirable in connection with the foregoing, as fully as
the undersigned might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.

         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.
SIGNATURES                         TITLE                                                 DATE
    ----------                         -----                                                 -----
/s/ Sangwoo Ahn                        Chairman of the Board of                             July 18, 2000
------------------------------         Directors
Sangwoo Ahn

/s/ Larry A. Liebenow                  President, Chief Executive Officer                   July 18, 2000
----------------------------           and Director (principal executive officer)
Larry A. Liebenow

/s/ Paul J. Kelly                      Vice President-Finance, Chief                        July 18, 2000
----------------------------------     Financial Officer and Treasurer
Paul J. Kelly                          (principal financial and accounting officer)

/s/ Jerry I. Porras                    Director                                             July 18, 2000
----------------------------------
Jerry I. Porras

/s/ Eriberto R. Scocimara              Director                                             July 18, 2000
----------------------------------
Eriberto R. Scocimara
II-2