<PAGE>   1
    As filed with the Securities and Exchange Commission on April 28, 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
                             1996 Stock Option Plan

                           Non-Qualified Stock Option
                            (Full title of the plans)

                             Cynthia L. Gordan, Esq.
                       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 Goetz & Mendelsohn 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,                 100,000 shares         $     8.25             $825,000               $250
par value $0.01 per share                                                                          
-----------------------------------------------------------------------------------------------------------
Common Stock,                   5,000 shares         $    11.00             $ 55,000               $ 17
par value $0.01 per share                                                                          
-----------------------------------------------------------------------------------------------------------
Total Registration Fee                                                                             $267
===========================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
<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 Current Report on Form 8-K, dated as of
         February 24, 1997; and

                  (3) 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

                                      II-1
<PAGE>   3
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, 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 1996 Stock Option Plan. Incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1, Registration No. 333-21957, filed with the Securities and
                  Exchange Commission on February 18, 1997.

         4.3      Stock Option Agreement, dated as of July 28, 1995 between
                  Quaker Fabric Corporation and Eriberto R. Scocimara.
                  Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the fiscal year ended December 30, 1995.

         5        Opinion of Proskauer Rose Goetz & Mendelsohn.LLP

         23.1     Consent of Arthur Andersen LLP

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

         24       Powers of Attorney.




                                      II-2
<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.




                                      II-3
<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 April 25,
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                              April 25, 1997
---------------------------             Chief Executive Officer
     Larry A. Liebenow                  (Principal Executive Officer)

/s/  Paul J. Kelly*                     Vice President - Finance                             April 25, 1997
---------------------------             (Principal Financial Officer
     Paul J. Kelly                      and Principal Accounting Officer)
                                        
/s/  Sangwoo Ahn*                       Director                                             April 25, 1997
---------------------------
     Sangwoo Ahn

/s/  Perry J. Lewis*                    Director                                             April 25, 1997
---------------------------
     Perry J. Lewis

/s/  Eriberto R. Scocimara*             Director                                             April 25, 1997
---------------------------
     Eriberto R. Scocimara

/s/  Ira Starr*                         Director                                             April 25, 1997
---------------------------
     Ira Starr

* By Larry A. Liebenow
  Attorney-in-Fact

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




                                      II-4
<PAGE>   6
Exhibit Index

         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 1996 Stock Option Plan. Incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1, Registration No. 333-21957, filed with the Securities and
                  Exchange Commission on February 18, 1997.

         4.3      Stock Option Agreement, dated as of July 28, 1995 between
                  Quaker Fabric Corporation and Eriberto R. Scocimara.
                  Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the fiscal year ended December 30, 1995.

         5        Opinion of Proskauer Rose Goetz & Mendelsohn.LLP

         23.1     Consent of Arthur Andersen LLP

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

         24       Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "QUAKER FABRIC CORPORATION", "secsgml_size_bytes": 16613}]
{"company-data": {"conformed-name": "QUAKER FABRIC CORP /DE/", "cik": "0000103341", "assigned-sic": "2221", "irs-number": "041933106", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25941", "film-number": "97588254"}, "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 April 28, 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
                             1996 Stock Option Plan

                           Non-Qualified Stock Option
                            (Full title of the plans)

                             Cynthia L. Gordan, Esq.
                       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 Goetz & Mendelsohn 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,                 100,000 shares         $     8.25             $825,000               $250
par value $0.01 per share                                                                          
-----------------------------------------------------------------------------------------------------------
Common Stock,                   5,000 shares         $    11.00             $ 55,000               $ 17
par value $0.01 per share                                                                          
-----------------------------------------------------------------------------------------------------------
Total Registration Fee                                                                             $267
===========================================================================================================
(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 Current Report on Form 8-K, dated as of
         February 24, 1997; and

                  (3) 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

                                      II-1
3
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, 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 1996 Stock Option Plan. Incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1, Registration No. 333-21957, filed with the Securities and
                  Exchange Commission on February 18, 1997.

         4.3      Stock Option Agreement, dated as of July 28, 1995 between
                  Quaker Fabric Corporation and Eriberto R. Scocimara.
                  Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the fiscal year ended December 30, 1995.

         5        Opinion of Proskauer Rose Goetz & Mendelsohn.LLP

         23.1     Consent of Arthur Andersen LLP

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

         24       Powers of Attorney.

                                      II-2
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.

                                      II-3
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 April 25,
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                              April 25, 1997
---------------------------             Chief Executive Officer
     Larry A. Liebenow                  (Principal Executive Officer)

/s/  Paul J. Kelly*                     Vice President - Finance                             April 25, 1997
---------------------------             (Principal Financial Officer
     Paul J. Kelly                      and Principal Accounting Officer)
                                        
/s/  Sangwoo Ahn*                       Director                                             April 25, 1997
---------------------------
     Sangwoo Ahn

/s/  Perry J. Lewis*                    Director                                             April 25, 1997
---------------------------
     Perry J. Lewis

/s/  Eriberto R. Scocimara*             Director                                             April 25, 1997
---------------------------
     Eriberto R. Scocimara

/s/  Ira Starr*                         Director                                             April 25, 1997
---------------------------
     Ira Starr

* By Larry A. Liebenow
  Attorney-in-Fact

/s/  Larry A. Liebenow
---------------------------
     Larry A. Liebenow
II-4
6
Exhibit Index

         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 1996 Stock Option Plan. Incorporated
                  by reference from the Company's Registration Statement on Form
                  S-1, Registration No. 333-21957, filed with the Securities and
                  Exchange Commission on February 18, 1997.

         4.3      Stock Option Agreement, dated as of July 28, 1995 between
                  Quaker Fabric Corporation and Eriberto R. Scocimara.
                  Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the fiscal year ended December 30, 1995.

         5        Opinion of Proskauer Rose Goetz & Mendelsohn.LLP

         23.1     Consent of Arthur Andersen LLP

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

         24       Powers of Attorney.