<PAGE>   1
     As filed with the Securities and Exchange Commission on June 13, 1997.
                             Subject to amendment.
                                                     Registration No. 333-

==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                             NORTON MCNAUGHTON, INC.
               (Exact name of issuer as specified in its charter)

            DELAWARE                                             13-3747173
(State or other jurisdiction                                  (I.R.S. Employer
     of incorporation                                        Identification No.)
     or organization)


                               463 Seventh Avenue
                            New York, New York 10018
                    (Address of principal executive offices)


                             NORTON MCNAUGHTON, INC.
                           EXECUTIVE STOCK OPTION PLAN
                            (Full title of the plan)


                                 PETER BONEPARTH
                                    President
                             Norton McNaughton, Inc.
                               463 Seventh Avenue
                            New York, New York 10018
                                 (212) 947-2960
                      (Name, address and telephone number,
                   including area code, of agent for service)


                                    Copy to:
                              BRADLEY P. COST, ESQ.
                                 Haythe & Curley
                                 237 Park Avenue
                            New York, New York 10017


        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                                             Proposed
   Title of                                    Proposed maximum              maximum                 Amount of
securities to            Amount to                 offering                 aggregate              registration
be registered          be registered           price per share*          offering price*               fee*
-------------          -------------           ----------------          --------------               -----
<S>                    <C>                     <C>                       <C>                       <C>      
Common Stock              700,000                   $5.50                   $3,850,000               $1,166.55
($.01 par
value)
================================================================================================================
</TABLE>

*Computed in accordance with Rule 457(h)(1).
==============================================================================




                               Page 1 of 27 pages





<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The Company hereby states that (i) the documents listed in (a)
through (c) below are incorporated by reference in this Registration Statement
and (ii) all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 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 a part hereof from the date of filing of such
documents.

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended November 2, 1996.

                  (b) Quarterly Report on Form 10-Q for the quarter ended
February 1, 1997.

                  (c) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A (No. 34-23440) filed February
17, 1994.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Bradley P. Cost, Esq., a partner in the law firm of Haythe &
Curley, the Company's counsel, is a director of the Company. As of May 31, 1997,
Mr. Cost held options under the Company's 1994 Stock Option Plan to purchase
25,000 shares of the Company's Common Stock.

Item 6.           Indemnification of Directors and Officers.

                  Under Section 145 of the Delaware General Corporation Law, as
amended, the Company has the power to indemnify directors and officers under
certain prescribed circumstances and subject to certain limitations against
certain costs and expenses, including attorney's fees, actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is a party by
reason of such person's being a director or officer

                                      II-1




<PAGE>   3






of the Company if it is determined that such person acted in accordance with the
applicable standard of conduct set forth in such statutory provisions.

                  The Company's Certificate of Incorporation contains a
provision which eliminates the personal liability of a director of the Company
to the Company or to any of its stockholders for monetary damages for a breach
of his fiduciary duty as a director, except in the case where the director
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law,
or obtained an improper personal benefit.

                  The Company's Certificate of Incorporation also provides that
the Company will indemnify and hold harmless any director, officer, employee or
agent of the Company from and against any and all expenses and liabilities that
may be imposed upon or incurred by him in connection with, or as a result of,
any proceeding in which he may become involved, as a party or otherwise, by
reason of the fact that he is or was such a director, officer, employee or agent
of the Company, whether or not he continues to be such at the time such expenses
and liabilities shall have been imposed or incurred, to the extent permitted by
the laws of the State of Delaware, as they may be amended from time to time.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.           Undertakings.

                  The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:

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

                  (i)      To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;


                                      II-2




<PAGE>   4






             (ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this 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 paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference in
this 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 that time shall be deemed to be the
initial bona fide offering thereof; and

                  (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.

                  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 this 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.

                  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

                                      II-3




<PAGE>   5






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-4




<PAGE>   6
                                POWER OF ATTORNEY

                  The Registrant and each person whose signature appears below
hereby appoints Sanford Greenberg and Peter Boneparth as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, one or more post-effective amendments to this Registration Statement as
the attorney-in-fact acting in the premises deems appropriate and to file any
such amendment to this Registration Statement with the Securities and Exchange
Commission.

                                   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 New York, State of New York on the 28th day of
May, 1997.

                                           NORTON MCNAUGHTON, INC.



                                           By /s/ Sanford Greenberg
                                           ------------------------------
                                             Sanford Greenberg
                                             Chief Executive Officer and
                                               Vice Chairman of the Board


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

<TABLE>
<CAPTION>
         Signature                                    Title                                         Date
         ---------                                    -----                                         ----


<S>                                         <C>                                                  <C> 
 /s/ Sanford Greenberg                      Vice Chairman of the Board,                          May 28, 1997
----------------------
Sanford Greenberg                           Chief Executive Officer
                                            and Director (Principal
                                            Executive Officer)


 /s/ Peter Boneparth                        President, Chief Operating                           May 28, 1997
----------------------
Peter Boneparth                             Officer and Director


 /s/ Norton Sperling                        Vice Chairman of the Board                           May 28, 1997
----------------------
Norton Sperling                             and Director
</TABLE>



                                      II-5




<PAGE>   7
<TABLE>
<CAPTION> 
         Signature                                Title                                            Date
         ---------                                -----                                            ----


<S>                                         <C>                                                  <C> 
          /s/ Amanda J. Bokman              Chief Financial                                      May 28, 1997
         ----------------------
         Amanda J. Bokman                   Officer and Director
                                            (Principal Financial
                                            Officer and Principal
                                            Accounting Officer)



          /s/ David M. Blumberg             Director                                             May 28, 1997
         ----------------------
         David M. Blumberg


          /s/ Robert Mann                   Director                                             May 28, 1997
         ---------------------- 
         Robert Mann


          /s/ Bradley P. Cost               Director                                             May 28, 1997
         ----------------------
         Bradley P. Cost


          /s/ Jerald S. Politzer            Director                                             May 28, 1997
         -----------------------
         Jerald S. Politzer
</TABLE>







                                      II-6
<PAGE>   8
                               CONSENT OF COUNSEL


                  The consent of Haythe & Curley is contained in their opinion
filed as Exhibit 5 to this Registration Statement.



                                      II-7




<PAGE>   9
                         CONSENT OF INDEPENDENT AUDITORS


                  We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Norton McNaughton, Inc.
Executive Stock Option Plan of our report dated December 16, 1996, with respect
to the consolidated financial statements and schedule of Norton McNaughton, Inc.
included in its Annual Report (Form 10-K) for the year ended November 2, 1996,
filed with the Securities and Exchange Commission.


                                ERNST & YOUNG LLP



New York, New York
June 10, 1997



                                      II-8




<PAGE>   10



                                INDEX TO EXHIBITS




      Number             Description of Exhibit                         Page
      ------             ----------------------                         ----
 4(i)                -   Employment Agreement dated                      --
                         April 30, 1997 between Norton
                         McNaughton, Inc. and Peter
                         Boneparth

 5                   -   Opinion of Haythe & Curley                      --

23(i)                -   Consent of Ernst & Young, LLP,                  --
                         Independent Auditors (see
                         "Consent of Independent
                         Auditors" in the Registration
                         Statement)

23(ii)               -   Consent of Haythe & Curley                      --
                         (contained in Exhibit 5)

24                   -   Power of Attorney (see "Power of                --
                         Attorney" in the Registration
                         Statement)



                                      II-9
[{"type": "S-8", "sequence": "1", "description": "NORTON MCNAUGHTON, INC.", "secsgml_size_bytes": 17558}]
{"company-data": {"conformed-name": "NORTON MCNAUGHTON INC", "cik": "0000917692", "assigned-sic": "2330", "irs-number": "133747173", "state-of-incorporation": "DE", "fiscal-year-end": "1104"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29195", "film-number": "97623811"}, "business-address": {"street1": "463 SEVENTH AVE", "street2": "9TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2129472960"}, "mail-address": {"street1": "463 SEVENTH AVE", "street2": "NINTH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
1
     As filed with the Securities and Exchange Commission on June 13, 1997.
                             Subject to amendment.
                                                     Registration No. 333-

==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             NORTON MCNAUGHTON, INC.
               (Exact name of issuer as specified in its charter)

            DELAWARE                                             13-3747173
(State or other jurisdiction                                  (I.R.S. Employer
     of incorporation                                        Identification No.)
     or organization)

                               463 Seventh Avenue
                            New York, New York 10018
                    (Address of principal executive offices)

                             NORTON MCNAUGHTON, INC.
                           EXECUTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                                 PETER BONEPARTH
                                    President
                             Norton McNaughton, Inc.
                               463 Seventh Avenue
                            New York, New York 10018
                                 (212) 947-2960
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              BRADLEY P. COST, ESQ.
                                 Haythe & Curley
                                 237 Park Avenue
                            New York, New York 10017

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                                             Proposed
   Title of                                    Proposed maximum              maximum                 Amount of
securities to            Amount to                 offering                 aggregate              registration
be registered          be registered           price per share*          offering price*               fee*
-------------          -------------           ----------------          --------------               -----
Common Stock              700,000                   $5.50                   $3,850,000               $1,166.55
($.01 par
value)
================================================================================================================
*Computed in accordance with Rule 457(h)(1).
==============================================================================

                               Page 1 of 27 pages
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The Company hereby states that (i) the documents listed in (a)
through (c) below are incorporated by reference in this Registration Statement
and (ii) all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 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 a part hereof from the date of filing of such
documents.

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended November 2, 1996.

                  (b) Quarterly Report on Form 10-Q for the quarter ended
February 1, 1997.

                  (c) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A (No. 34-23440) filed February
17, 1994.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Bradley P. Cost, Esq., a partner in the law firm of Haythe &
Curley, the Company's counsel, is a director of the Company. As of May 31, 1997,
Mr. Cost held options under the Company's 1994 Stock Option Plan to purchase
25,000 shares of the Company's Common Stock.

Item 6.           Indemnification of Directors and Officers.

                  Under Section 145 of the Delaware General Corporation Law, as
amended, the Company has the power to indemnify directors and officers under
certain prescribed circumstances and subject to certain limitations against
certain costs and expenses, including attorney's fees, actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is a party by
reason of such person's being a director or officer

                                      II-1
3

of the Company if it is determined that such person acted in accordance with the
applicable standard of conduct set forth in such statutory provisions.

                  The Company's Certificate of Incorporation contains a
provision which eliminates the personal liability of a director of the Company
to the Company or to any of its stockholders for monetary damages for a breach
of his fiduciary duty as a director, except in the case where the director
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law,
or obtained an improper personal benefit.

                  The Company's Certificate of Incorporation also provides that
the Company will indemnify and hold harmless any director, officer, employee or
agent of the Company from and against any and all expenses and liabilities that
may be imposed upon or incurred by him in connection with, or as a result of,
any proceeding in which he may become involved, as a party or otherwise, by
reason of the fact that he is or was such a director, officer, employee or agent
of the Company, whether or not he continues to be such at the time such expenses
and liabilities shall have been imposed or incurred, to the extent permitted by
the laws of the State of Delaware, as they may be amended from time to time.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.           Undertakings.

                  The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:

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

                  (i)      To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                                      II-2
4

             (ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this 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 paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference in
this 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 that time shall be deemed to be the
initial bona fide offering thereof; and

                  (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.

                  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 this 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.

                  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

                                      II-3
5

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-4
6
                                POWER OF ATTORNEY

                  The Registrant and each person whose signature appears below
hereby appoints Sanford Greenberg and Peter Boneparth as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, one or more post-effective amendments to this Registration Statement as
the attorney-in-fact acting in the premises deems appropriate and to file any
such amendment to this Registration Statement with the Securities and Exchange
Commission.

                                   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 New York, State of New York on the 28th day of
May, 1997.

                                           NORTON MCNAUGHTON, INC.

                                           By /s/ Sanford Greenberg
                                           ------------------------------
                                             Sanford Greenberg
                                             Chief Executive Officer and
                                               Vice Chairman of the Board

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                    Title                                         Date
         ---------                                    -----                                         ----
/s/ Sanford Greenberg                      Vice Chairman of the Board,                          May 28, 1997
----------------------
Sanford Greenberg                           Chief Executive Officer
                                            and Director (Principal
                                            Executive Officer)

 /s/ Peter Boneparth                        President, Chief Operating                           May 28, 1997
----------------------
Peter Boneparth                             Officer and Director

 /s/ Norton Sperling                        Vice Chairman of the Board                           May 28, 1997
----------------------
Norton Sperling                             and Director
II-5
7
Signature                                Title                                            Date
         ---------                                -----                                            ----
/s/ Amanda J. Bokman              Chief Financial                                      May 28, 1997
         ----------------------
         Amanda J. Bokman                   Officer and Director
                                            (Principal Financial
                                            Officer and Principal
                                            Accounting Officer)

          /s/ David M. Blumberg             Director                                             May 28, 1997
         ----------------------
         David M. Blumberg

          /s/ Robert Mann                   Director                                             May 28, 1997
         ---------------------- 
         Robert Mann

          /s/ Bradley P. Cost               Director                                             May 28, 1997
         ----------------------
         Bradley P. Cost

          /s/ Jerald S. Politzer            Director                                             May 28, 1997
         -----------------------
         Jerald S. Politzer
II-6
8
                               CONSENT OF COUNSEL

                  The consent of Haythe & Curley is contained in their opinion
filed as Exhibit 5 to this Registration Statement.

                                      II-7
9
                         CONSENT OF INDEPENDENT AUDITORS

                  We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Norton McNaughton, Inc.
Executive Stock Option Plan of our report dated December 16, 1996, with respect
to the consolidated financial statements and schedule of Norton McNaughton, Inc.
included in its Annual Report (Form 10-K) for the year ended November 2, 1996,
filed with the Securities and Exchange Commission.

                                ERNST & YOUNG LLP

New York, New York
June 10, 1997

                                      II-8
10

                                INDEX TO EXHIBITS

      Number             Description of Exhibit                         Page
      ------             ----------------------                         ----
 4(i)                -   Employment Agreement dated                      --
                         April 30, 1997 between Norton
                         McNaughton, Inc. and Peter
                         Boneparth

 5                   -   Opinion of Haythe & Curley                      --

23(i)                -   Consent of Ernst & Young, LLP,                  --
                         Independent Auditors (see
                         "Consent of Independent
                         Auditors" in the Registration
                         Statement)

23(ii)               -   Consent of Haythe & Curley                      --
                         (contained in Exhibit 5)

24                   -   Power of Attorney (see "Power of                --
                         Attorney" in the Registration
                         Statement)

                                      II-9