Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                                THE TALBOTS, INC.
             (Exact name of Registrant as specified in its charter)

       DELAWARE                            2337               41-1111318
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization)  Classification Code Number)  Identification No.)

                                 175 BEAL STREET
                          HINGHAM, MASSACHUSETTS 02043
                                 (617) 749-7600
                   (Address, including zip code, and telephone
                  number, including area code, of Registrant's
                          principal executive offices)

               THE TALBOTS, INC. 1995 DIRECTORS STOCK OPTION PLAN

                                Edward L. Larsen
                                The Talbots, Inc.
                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (617) 749-7600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              Warren J. Casey, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                200 Campus Drive
                         Florham Park, New Jersey 07932

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                   <C>               <C>               <C>                <C>
- --------------------- ----------------- ----------------- -------------------------------------------
     Title of Each
       Class of             Amount      Proposed Maximum  Proposed Maximum
   Securities to be          to be       Offering Price      Aggregate               Amount of
      Registered          Registered      Per Unit (1)   Offering Price (1)      Registration Fee
- --------------------- ----------------- ----------------- -------------------- ======================
Common Stock, par
value $.01 per share     130,000          $32.6875           $4,249,700.00                 $1,466.00

- --------------------- ----------------- ----------------- -------------------- ======================

(1)  Estimated  solely for the purpose of  calculating  the  registration  fee.
Such estimate has been computed in accordance  with Rule 457(h) based upon the
maximum  estimated  offering  price of the Common Stock of The Talbots, Inc.
on June 4, 1996.
=====================================================================================================
</TABLE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document or documents containing the information  specified in Part
I of Form S-8 will be sent or given by The Talbots,  Inc. (the  "Registrant") to
the directors eligible to participate in the 1995 Directors Stock Option Plan as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or prospectus  supplements,  pursuant to Rule 424
under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following document filed by the Registrant with the Commission is
incorporated herein by reference:

                  The  Registrant's  Annual  Report  on Form  10-K  for
                  Registrant's  fiscal  year  ended  February  3, 1996,
                  filed with the Commission on May 3, 1996.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  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.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement Any such statement so modified or superseded shall not
be deemed,  except as so modified or  superseded,  to  constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not  applicable.  The Common  Stock,  $.01 par value per share,  of the
Registrant is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant is a Delaware  corporation.  Pursuant to Section 102 of
the General Corporation Law of the State of Delaware the Registrant has provided
in its  Certificate  of  Incorporation  that no director  shall be liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except in cases  where the  director  breached  his duty of
loyalty,  failed to act in good  faith,  engaged in  intentional  misconduct  or
knowing  violation  of law,  authorized  the  unlawful  payment of a dividend or
approved an unlawful stock repurchase or obtained an improper personal benefit.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides,  generally,  that a corporation  shall have the power to indemnify any
person who was or is a party or is  threatened to be made a party to any suit or
proceeding because such person is or was a director,  officer, employee or agent
of the  corporation  or was  serving,  at the request of the  corporation,  as a
director,  officer,  employee or agent of another  corporation against all costs
actually  and  reasonably  incurred  by him in  connection  with  such  suit  or
proceeding if he acted in good faith and in a manner he reasonably  believed was
not opposed to the best  interests  of the  corporation.  Similar  indemnity  is
permitted to be provided to such persons in connection with an action or suit by
or in the right of a  corporation,  provided such person acted in good faith and
in a  manner  he  believed  to be not  opposed  to  the  best  interests  of the
corporation,  and provided further that such person shall not have been adjudged
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
corporation.

         Section 6.4 of Article VI of the Bylaws of the  Registrant  provides in
effect that the Registrant shall indemnify its directors, officers and employees
to the extent  permitted  by Section 145 of the General  Corporation  Law of the
State of Delaware.

         A U.S.  Purchase  Agreement among Merrill Lynch & Co.,  Goldman Sachs &
Co., Morgan Stanley & Co. Incorporated and the Registrant,  and an International
Purchase  Agreement  among Merrill Lynch  International  Limited,  Goldman Sachs
International  Limited,  Morgan Stanley  International and the Registrant,  each
dated  November 18,  1993,  provide for  indemnification  of the  directors  and
certain officers of the Registrant by certain underwriters against certain civil
liabilities, including liabilities under the Securities Act.

         Employment agreements between the Registrant and each of Messrs. Arnold
B. Zetcher and Clark J. Hinkley,  respectively,  provide for indemnification of
Mr. Zetcher and Mr.Hinkley by the Registrant against certain liabilities arising
by reason of the position of Mr. Zetcher or Mr.Hinkley as an officer or director
of the Registrant.

         A policy of directors' and officers'  liability insurance is maintained
by the  Registrant  which  indemnifies  directors  and  officers for losses as a
result of claims based upon certain acts or omissions as directors  and officers
of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number            Description of Document
- ------            -----------------------

*4 1     --Certificate of Incorporation, as amended, of the Registrant.
*4.2     --Bylaws of the Registrant.
*4.3     --Form of Common Stock certificate of the Registrant.
 5.1     --Undertaking of the Registrant (set forth in Item 9 of this
           Registration Statement).
 5.2     --Opinion of Pitney, Hardin, Kipp & Szuch.
 23.1    --Consent of Deloitte & Touche LLP.
 24      --Powers of Attorney (set forth on signature page of this
           Registration Statement).



<PAGE>


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:

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

                  (ii) To reflect in the  prospectus any facts or events arising
             after the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which,  individually or in
             the aggregate,  represent a fundamental  change in the  information
             set forth in the registration statement;

                 (iii) 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;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the 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 Exchange Act
         that are incorporated by reference in the registration statement.

             (2) That,  for the purpose of determining  any liability  under the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                POWER OF ATTORNEY

         Each person whose signature to the Registration Statement appears below
hereby  appoints Arnold B. Zetcher,  Clark J. Hinkley and Edward L. Larsen,  and
each individually,  as his  attorney-in-fact  to sign on his behalf individually
and in the capacity  stated below and to file all subsequent  amendments to this
Registration Statement,  which amendments may make such changes and additions to
this  Registration  Statement  as such  attorney-in-fact  may deem  necessary or
appropriate.


                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Town of Hingham,  State of Massachusetts,  on this 10th
day of June, 1996.


                                       THE TALBOTS, INC.



                                       By:  /s/ Edward L. Larsen
                                          ---------------------------------
                                                Edward L. Larsen
                                          Senior Vice President, Finance
                                       Chief Financial Officer and Treasurer



         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.




  /s/ Arnold B. Zetcher
  ---------------------    President and Chief Executive Officer  June 10, 1996
  Arnold B. Zetcher        and Director




  /s/ Edward L. Larsen
  ---------------------    Senior Vice President,                 June 10, 1996
  Edward L. Larsen         Finance, Chief Financial
                           Officer and Treasurer (Principal
                           Financial and Accounting Officer)



<PAGE>






                           Chairman of the Board of Directors    ________, 1996
- ----------------------
    Takuya Okada




- ----------------------     Director                              ________, 1996
    Eiji Akiyama



/s/ Clark J. Hinkley
- ----------------------     Director                               June 10, 1996
  Clark J. Hinkley



/s/ Masaharu Isogai
- ----------------------     Director                               June 10, 1996
   Masaharu Isogai



/s/ Elizabeth T. Kennan
- ----------------------     Director                               June 10, 1996
 Elizabeth T. Kennan




- ----------------------     Director                              ________, 1996
      Motoya Okada



/s/ Mark H. Willes
- ----------------------     Director                               June 10, 1996
   Mark H. Willes
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16499}]
{"company-data": {"conformed-name": "TALBOTS INC", "cik": "0000912263", "assigned-sic": "5621", "irs-number": "411111318", "state-of-incorporation": "DE", "fiscal-year-end": "0129"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05643", "film-number": "96579076"}, "business-address": {"street1": "175 BEAL ST", "city": "HINGHAM", "state": "MA", "zip": "02043", "phone": "6177497600"}, "mail-address": {"street1": "175 BEAL ST", "city": "HINGHAM", "state": "MA", "zip": "02043"}}
Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                                THE TALBOTS, INC.
             (Exact name of Registrant as specified in its charter)

       DELAWARE                            2337               41-1111318
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization)  Classification Code Number)  Identification No.)

                                 175 BEAL STREET
                          HINGHAM, MASSACHUSETTS 02043
                                 (617) 749-7600
                   (Address, including zip code, and telephone
                  number, including area code, of Registrant's
                          principal executive offices)

               THE TALBOTS, INC. 1995 DIRECTORS STOCK OPTION PLAN

                                Edward L. Larsen
                                The Talbots, Inc.
                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (617) 749-7600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              Warren J. Casey, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                200 Campus Drive
                         Florham Park, New Jersey 07932

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- --------------------- ----------------- ----------------- -------------------------------------------
     Title of Each
       Class of             Amount      Proposed Maximum  Proposed Maximum
   Securities to be          to be       Offering Price      Aggregate               Amount of
      Registered          Registered      Per Unit (1)   Offering Price (1)      Registration Fee
- --------------------- ----------------- ----------------- -------------------- ======================
Common Stock, par
value $.01 per share     130,000          $32.6875           $4,249,700.00                 $1,466.00

- --------------------- ----------------- ----------------- -------------------- ======================

(1)  Estimated  solely for the purpose of  calculating  the  registration  fee.
Such estimate has been computed in accordance  with Rule 457(h) based upon the
maximum  estimated  offering  price of the Common Stock of The Talbots, Inc.
on June 4, 1996.
=====================================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document or documents containing the information  specified in Part
I of Form S-8 will be sent or given by The Talbots,  Inc. (the  "Registrant") to
the directors eligible to participate in the 1995 Directors Stock Option Plan as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or prospectus  supplements,  pursuant to Rule 424
under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following document filed by the Registrant with the Commission is
incorporated herein by reference:

                  The  Registrant's  Annual  Report  on Form  10-K  for
                  Registrant's  fiscal  year  ended  February  3, 1996,
                  filed with the Commission on May 3, 1996.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  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.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement Any such statement so modified or superseded shall not
be deemed,  except as so modified or  superseded,  to  constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not  applicable.  The Common  Stock,  $.01 par value per share,  of the
Registrant is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant is a Delaware  corporation.  Pursuant to Section 102 of
the General Corporation Law of the State of Delaware the Registrant has provided
in its  Certificate  of  Incorporation  that no director  shall be liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except in cases  where the  director  breached  his duty of
loyalty,  failed to act in good  faith,  engaged in  intentional  misconduct  or
knowing  violation  of law,  authorized  the  unlawful  payment of a dividend or
approved an unlawful stock repurchase or obtained an improper personal benefit.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides,  generally,  that a corporation  shall have the power to indemnify any
person who was or is a party or is  threatened to be made a party to any suit or
proceeding because such person is or was a director,  officer, employee or agent
of the  corporation  or was  serving,  at the request of the  corporation,  as a
director,  officer,  employee or agent of another  corporation against all costs
actually  and  reasonably  incurred  by him in  connection  with  such  suit  or
proceeding if he acted in good faith and in a manner he reasonably  believed was
not opposed to the best  interests  of the  corporation.  Similar  indemnity  is
permitted to be provided to such persons in connection with an action or suit by
or in the right of a  corporation,  provided such person acted in good faith and
in a  manner  he  believed  to be not  opposed  to  the  best  interests  of the
corporation,  and provided further that such person shall not have been adjudged
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
corporation.

         Section 6.4 of Article VI of the Bylaws of the  Registrant  provides in
effect that the Registrant shall indemnify its directors, officers and employees
to the extent  permitted  by Section 145 of the General  Corporation  Law of the
State of Delaware.

         A U.S.  Purchase  Agreement among Merrill Lynch & Co.,  Goldman Sachs &
Co., Morgan Stanley & Co. Incorporated and the Registrant,  and an International
Purchase  Agreement  among Merrill Lynch  International  Limited,  Goldman Sachs
International  Limited,  Morgan Stanley  International and the Registrant,  each
dated  November 18,  1993,  provide for  indemnification  of the  directors  and
certain officers of the Registrant by certain underwriters against certain civil
liabilities, including liabilities under the Securities Act.

         Employment agreements between the Registrant and each of Messrs. Arnold
B. Zetcher and Clark J. Hinkley,  respectively,  provide for indemnification of
Mr. Zetcher and Mr.Hinkley by the Registrant against certain liabilities arising
by reason of the position of Mr. Zetcher or Mr.Hinkley as an officer or director
of the Registrant.

         A policy of directors' and officers'  liability insurance is maintained
by the  Registrant  which  indemnifies  directors  and  officers for losses as a
result of claims based upon certain acts or omissions as directors  and officers
of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number            Description of Document
- ------            -----------------------

*4 1     --Certificate of Incorporation, as amended, of the Registrant.
*4.2     --Bylaws of the Registrant.
*4.3     --Form of Common Stock certificate of the Registrant.
 5.1     --Undertaking of the Registrant (set forth in Item 9 of this
           Registration Statement).
 5.2     --Opinion of Pitney, Hardin, Kipp & Szuch.
 23.1    --Consent of Deloitte & Touche LLP.
 24      --Powers of Attorney (set forth on signature page of this
           Registration Statement).
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:

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

                  (ii) To reflect in the  prospectus any facts or events arising
             after the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which,  individually or in
             the aggregate,  represent a fundamental  change in the  information
             set forth in the registration statement;

                 (iii) 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;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the 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 Exchange Act
         that are incorporated by reference in the registration statement.

             (2) That,  for the purpose of determining  any liability  under the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.
POWER OF ATTORNEY

         Each person whose signature to the Registration Statement appears below
hereby  appoints Arnold B. Zetcher,  Clark J. Hinkley and Edward L. Larsen,  and
each individually,  as his  attorney-in-fact  to sign on his behalf individually
and in the capacity  stated below and to file all subsequent  amendments to this
Registration Statement,  which amendments may make such changes and additions to
this  Registration  Statement  as such  attorney-in-fact  may deem  necessary or
appropriate.

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Town of Hingham,  State of Massachusetts,  on this 10th
day of June, 1996.

                                       THE TALBOTS, INC.

                                       By:  /s/ Edward L. Larsen
                                          ---------------------------------
                                                Edward L. Larsen
                                          Senior Vice President, Finance
                                       Chief Financial Officer and Treasurer

         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.

  /s/ Arnold B. Zetcher
  ---------------------    President and Chief Executive Officer  June 10, 1996
  Arnold B. Zetcher        and Director

  /s/ Edward L. Larsen
  ---------------------    Senior Vice President,                 June 10, 1996
  Edward L. Larsen         Finance, Chief Financial
                           Officer and Treasurer (Principal
                           Financial and Accounting Officer)
Chairman of the Board of Directors    ________, 1996
- ----------------------
    Takuya Okada

- ----------------------     Director                              ________, 1996
    Eiji Akiyama

/s/ Clark J. Hinkley
- ----------------------     Director                               June 10, 1996
  Clark J. Hinkley

/s/ Masaharu Isogai
- ----------------------     Director                               June 10, 1996
   Masaharu Isogai

/s/ Elizabeth T. Kennan
- ----------------------     Director                               June 10, 1996
 Elizabeth T. Kennan

- ----------------------     Director                              ________, 1996
      Motoya Okada

/s/ Mark H. Willes
- ----------------------     Director                               June 10, 1996
   Mark H. Willes