As filed with the Securities and Exchange Commission on August 1, 2000
                                                  Registration No. _____________
--------------------------------------------------------------------------------

                       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                                             41-1111318
           --------                                             ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                 175 Beal Street
                          Hingham, Massachusetts 02043
                          ----------------------------
    (Address, including zip code of registrant's principal executive offices)

                 The Talbots, Inc. Restated Directors Stock Plan
                 -----------------------------------------------
          (formerly The Talbots, Inc. 1995 Directors Stock Option Plan)
                            (Full title of the Plan)

                            Richard T. O'Connell, Jr.
                                    Secretary
                                The Talbots, Inc.
                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (914) 934-8877
                                 --------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Warren J. Casey, Esq.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-6300

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

========================= ====================== ======================= ====================== ======================
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered        Registered (1)(2)        offering price       aggregate offering      Registration fee
                                                     per share (3)               Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                              <C>                  <C>                    <C>                    <C>
Common Stock, $0.01 par
value per share                  400,000              $52.78                 $21,112,000.00         $5,573.57
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

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

(1) Estimated  solely for the purpose of calculating the  registration fee based
upon the  Registrant's  current  estimate  of shares of  Common  Stock  issuable
pursuant to The  Talbots,  Inc.  Restated  Directors  Stock Plan (the  "Restated
Directors  Plan").  Also includes,  pursuant to Rule 416(b) under the Securities
Act of 1933,  as amended (the  "Securities  Act"),  additional  shares of Common
Stock that may be issuable pursuant to anti-dilution  provisions of the Restated
Directors Plan.

(2) Does not include  130,000  shares of Common Stock issuable upon the exercise
of options  granted under The Talbots,  Inc. 1995  Directors  Stock Option Plan,
which were previously registered pursuant to the Registration  Statement on Form
S-8 filed on June 10, 1996 (Registration No.  333-05643).  The Registrant paid a
filing fee of $1,466.00.

(3) Estimated solely for the purpose of calculating the  registration  fee. Such
estimate has been computed in accordance  with Rule 457(c) and Rule 457(h) under
the Securities Act based on the average high and low prices of the  Registrant's
Common Stock as reported on the New York Stock Exchange on July 26, 2000.


<PAGE>


                                EXPLANATORY NOTE

         This Registration  Statement on Form S-8 has been filed by The Talbots,
Inc. in order to register an additional  400,000 shares of Common Stock issuable
under the Registrant's  amended and restated directors stock plan (the "Restated
Directors Plan"), which plan was initially adopted in 1995 (the "1995 Plan").

         A total of  130,000  shares of Common  Stock was  initially  authorized
under the 1995 Plan, of which only 20,000 shares  currently remain available for
future grants of options or other awards. The Restated Directors Plan authorizes
an  additional  400,000  shares of Common Stock for issuance  under the Restated
Directors Plan.

         The material  changes from the 1995 Plan are (i) allowing for the grant
of stock awards;  (ii) expressly providing for the right of a director to tender
shares  or  to  have  shares  withheld  for   satisfaction  of  tax  withholding
obligations; (iii) providing the Board of Directors with the discretion to amend
from time to time the schedule of directors  receiving options under the plan as
well as the amount,  timing,  vesting and exercise  period of such options;  and
(iv)  providing  that in the event of a "change in control" of the  Company,  in
addition to the assumption or  substitution  of unvested  options by a successor
corporation, all unvested options would immediately vest and all restrictions on
any stock awards would lapse.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent or given to  directors  eligible  to  participate  in the  Restated
Directors  Plan as specified by Rule 428(b)(1)  under the  Securities  Act. Such
documents  need not be 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. These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

    1.   The Company's Annual Report on Form 10-K for the year ended January 29,
         2000, filed with the Commission on April 28, 2000.

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended April
         29, 2000, filed with the Commission on June 13, 2000.

    3.   The Company's  Current  Report on Form 8-K filed with the Commission on
         April 25, 2000,  reporting the Retirement  Savings Voluntary Plan Trust
         Agreement with American Express Trust Company,  the Fourth Extension of
         the  Share  Repurchase  Program  with  JUSCO  (U.S.A.),  Inc.,  and the
         extension of various credit agreements.

    4.   The Company's  Current  Report on Form 8-K filed with the Commission on
         May 18, 2000, reporting the extension of various credit agreements.

    5.   The Company's  Current  Report on Form 8-K filed with the Commission on
         June 12, 2000,  reporting the credit facility renewal with the Hongkong
         and Shanghai Banking Corporation  Limited,  the filing of a Certificate
         of Amendment of the Company's  Certificate of Incorporation  increasing
         the number of authorized  shares of the Company's common stock, and the
         adoption of the Restated Directors Stock Plan.

    6.   The Company's  Current  Report on Form 8-K filed with the Commission on
         June 30, 2000,  reporting the Fifth  Extension of the Share  Repurchase
         Program with JUSCO (U.S.A.), Inc.

         All  documents  filed  by  the  Registrant   after  the  date  of  this
Registration  Statement  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,  hereby are incorporated  herein by reference and shall be deemed 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.

         Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 5.  Interests of Named Experts and Counsel.

         Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 6.  Indemnification of Directors and Officers.

        Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 7.  Exemption from Registration Claimed.

        Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 8.  Exhibits.

  5        Opinion of Pitney, Hardin, Kipp & Szuch LLP

  10.34    Restated  Directors  Stock Plan  (incorporated  by reference from the
           Company's  Current  Report on Form 8-K filed with the  Securities and
           Exchange Commission on June 12, 2000)

  23(a)    Consent of Deloitte & Touche LLP

  23(b)    Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
           Exhibit 5 hereto)

  24       Power of Attorney (included on signature page hereto)

ITEM 9.  Undertakings.

        Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

<PAGE>
                                   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  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 August 1,
2000.

                             THE TALBOTS, INC.

                                   EDWARD L. LARSEN
                             By: _____________________________________
                                   Edward L. Larsen
                                   Senior Vice President, Finance
                                   Chief Financial Officer and Treasurer

         KNOW ALL MEN BY THESE  PRESENTS that each of the  undersigned  officers
and directors of the Registrant hereby severally constitutes and appoints Edward
L. Larsen their true and lawful attorney-in-fact for the undersigned, in any and
all capacities, with full power of substitution,  to sign any and all amendments
to this Registration Statement (including any post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he might or could in  person,  hereby  ratifying  and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.


<TABLE>
<CAPTION>


                    Signature                        Title
                    ---------                        -----

<S>                                                 <C>

ARNOLD B. ZETCHER                                   President, Chief Executive Officer
-------------------------------------------          and Chairman of the Board
Arnold B. Zetcher


EDWARD L. LARSEN                                    Senior Vice President, Finance, Chief
--------------------------------------------         Financial Officer and Treasurer
Edward L. Larsen

H. JAMES METSCHER
--------------------------------------------        Executive Vice President and
H. James Metscher                                   Chief Merchandising Officer and Director


-------------------------------------------         Director
Yoichi Kimura



-------------------------------------------         Director
Toshiji Tokiwa


ELIZABETH T. KENNAN
-------------------------------------------         Director
Elizabeth T. Kennan



-------------------------------------------         Director
Motoya Okada


ISAO TSURUTA
-------------------------------------------         Director
Isao Tsuruta


MARK H. WILLES
-------------------------------------------         Director
Mark H. Willes

</TABLE>
<PAGE>


                                INDEX TO EXHIBITS


Exhibit 5         Opinion of Pitney, Hardin, Kipp & Szuch LLP

Exhibit 10.34     Restated Directors Stock Plan (incorporated by reference from
                  the Company's Current Report on Form 8-K filed with the
                  Securities and Exchange Commission on June 12, 2000)

Exhibit 23(a)     Consent of Deloitte & Touche LLP

Exhibit 23(b)     Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
                  Exhibit 5 hereto)

Exhibit 24        Power of Attorney (included on signature page hereto)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14679}]
{"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": "333-42708", "film-number": "683185"}, "business-address": {"street1": "175 BEAL ST", "city": "HINGHAM", "state": "MA", "zip": "02043", "phone": "7817497600"}, "mail-address": {"street1": "175 BEAL ST", "city": "HINGHAM", "state": "MA", "zip": "02043"}}
As filed with the Securities and Exchange Commission on August 1, 2000
                                                  Registration No. _____________
--------------------------------------------------------------------------------

                       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                                             41-1111318
           --------                                             ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                 175 Beal Street
                          Hingham, Massachusetts 02043
                          ----------------------------
    (Address, including zip code of registrant's principal executive offices)

                 The Talbots, Inc. Restated Directors Stock Plan
                 -----------------------------------------------
          (formerly The Talbots, Inc. 1995 Directors Stock Option Plan)
                            (Full title of the Plan)

                            Richard T. O'Connell, Jr.
                                    Secretary
                                The Talbots, Inc.
                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (914) 934-8877
                                 --------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Warren J. Casey, Esq.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-6300

                         CALCULATION OF REGISTRATION FEE
========================= ====================== ======================= ====================== ======================
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered        Registered (1)(2)        offering price       aggregate offering      Registration fee
                                                     per share (3)               Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $0.01 par
value per share                  400,000              $52.78                 $21,112,000.00         $5,573.57
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
--------------------------

(1) Estimated  solely for the purpose of calculating the  registration fee based
upon the  Registrant's  current  estimate  of shares of  Common  Stock  issuable
pursuant to The  Talbots,  Inc.  Restated  Directors  Stock Plan (the  "Restated
Directors  Plan").  Also includes,  pursuant to Rule 416(b) under the Securities
Act of 1933,  as amended (the  "Securities  Act"),  additional  shares of Common
Stock that may be issuable pursuant to anti-dilution  provisions of the Restated
Directors Plan.

(2) Does not include  130,000  shares of Common Stock issuable upon the exercise
of options  granted under The Talbots,  Inc. 1995  Directors  Stock Option Plan,
which were previously registered pursuant to the Registration  Statement on Form
S-8 filed on June 10, 1996 (Registration No.  333-05643).  The Registrant paid a
filing fee of $1,466.00.

(3) Estimated solely for the purpose of calculating the  registration  fee. Such
estimate has been computed in accordance  with Rule 457(c) and Rule 457(h) under
the Securities Act based on the average high and low prices of the  Registrant's
Common Stock as reported on the New York Stock Exchange on July 26, 2000.
EXPLANATORY NOTE

         This Registration  Statement on Form S-8 has been filed by The Talbots,
Inc. in order to register an additional  400,000 shares of Common Stock issuable
under the Registrant's  amended and restated directors stock plan (the "Restated
Directors Plan"), which plan was initially adopted in 1995 (the "1995 Plan").

         A total of  130,000  shares of Common  Stock was  initially  authorized
under the 1995 Plan, of which only 20,000 shares  currently remain available for
future grants of options or other awards. The Restated Directors Plan authorizes
an  additional  400,000  shares of Common Stock for issuance  under the Restated
Directors Plan.

         The material  changes from the 1995 Plan are (i) allowing for the grant
of stock awards;  (ii) expressly providing for the right of a director to tender
shares  or  to  have  shares  withheld  for   satisfaction  of  tax  withholding
obligations; (iii) providing the Board of Directors with the discretion to amend
from time to time the schedule of directors  receiving options under the plan as
well as the amount,  timing,  vesting and exercise  period of such options;  and
(iv)  providing  that in the event of a "change in control" of the  Company,  in
addition to the assumption or  substitution  of unvested  options by a successor
corporation, all unvested options would immediately vest and all restrictions on
any stock awards would lapse.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent or given to  directors  eligible  to  participate  in the  Restated
Directors  Plan as specified by Rule 428(b)(1)  under the  Securities  Act. Such
documents  need not be 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. These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

    1.   The Company's Annual Report on Form 10-K for the year ended January 29,
         2000, filed with the Commission on April 28, 2000.

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended April
         29, 2000, filed with the Commission on June 13, 2000.

    3.   The Company's  Current  Report on Form 8-K filed with the Commission on
         April 25, 2000,  reporting the Retirement  Savings Voluntary Plan Trust
         Agreement with American Express Trust Company,  the Fourth Extension of
         the  Share  Repurchase  Program  with  JUSCO  (U.S.A.),  Inc.,  and the
         extension of various credit agreements.

    4.   The Company's  Current  Report on Form 8-K filed with the Commission on
         May 18, 2000, reporting the extension of various credit agreements.

    5.   The Company's  Current  Report on Form 8-K filed with the Commission on
         June 12, 2000,  reporting the credit facility renewal with the Hongkong
         and Shanghai Banking Corporation  Limited,  the filing of a Certificate
         of Amendment of the Company's  Certificate of Incorporation  increasing
         the number of authorized  shares of the Company's common stock, and the
         adoption of the Restated Directors Stock Plan.

    6.   The Company's  Current  Report on Form 8-K filed with the Commission on
         June 30, 2000,  reporting the Fifth  Extension of the Share  Repurchase
         Program with JUSCO (U.S.A.), Inc.

         All  documents  filed  by  the  Registrant   after  the  date  of  this
Registration  Statement  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,  hereby are incorporated  herein by reference and shall be deemed 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.

         Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 5.  Interests of Named Experts and Counsel.

         Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 6.  Indemnification of Directors and Officers.

        Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 7.  Exemption from Registration Claimed.

        Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.

ITEM 8.  Exhibits.

  5        Opinion of Pitney, Hardin, Kipp & Szuch LLP

  10.34    Restated  Directors  Stock Plan  (incorporated  by reference from the
           Company's  Current  Report on Form 8-K filed with the  Securities and
           Exchange Commission on June 12, 2000)

  23(a)    Consent of Deloitte & Touche LLP

  23(b)    Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
           Exhibit 5 hereto)

  24       Power of Attorney (included on signature page hereto)

ITEM 9.  Undertakings.

        Incorporation by reference to the Registrant's  Registration  Statement
on Form S-8 filed with the Commission on June 10, 1996.
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  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 August 1,
2000.

                             THE TALBOTS, INC.

                                   EDWARD L. LARSEN
                             By: _____________________________________
                                   Edward L. Larsen
                                   Senior Vice President, Finance
                                   Chief Financial Officer and Treasurer

         KNOW ALL MEN BY THESE  PRESENTS that each of the  undersigned  officers
and directors of the Registrant hereby severally constitutes and appoints Edward
L. Larsen their true and lawful attorney-in-fact for the undersigned, in any and
all capacities, with full power of substitution,  to sign any and all amendments
to this Registration Statement (including any post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he might or could in  person,  hereby  ratifying  and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
Signature                        Title
                    ---------                        -----
ARNOLD B. ZETCHER                                   President, Chief Executive Officer
-------------------------------------------          and Chairman of the Board
Arnold B. Zetcher

EDWARD L. LARSEN                                    Senior Vice President, Finance, Chief
--------------------------------------------         Financial Officer and Treasurer
Edward L. Larsen

H. JAMES METSCHER
--------------------------------------------        Executive Vice President and
H. James Metscher                                   Chief Merchandising Officer and Director

-------------------------------------------         Director
Yoichi Kimura

-------------------------------------------         Director
Toshiji Tokiwa

ELIZABETH T. KENNAN
-------------------------------------------         Director
Elizabeth T. Kennan

-------------------------------------------         Director
Motoya Okada

ISAO TSURUTA
-------------------------------------------         Director
Isao Tsuruta

MARK H. WILLES
-------------------------------------------         Director
Mark H. Willes
INDEX TO EXHIBITS

Exhibit 5         Opinion of Pitney, Hardin, Kipp & Szuch LLP

Exhibit 10.34     Restated Directors Stock Plan (incorporated by reference from
                  the Company's Current Report on Form 8-K filed with the
                  Securities and Exchange Commission on June 12, 2000)

Exhibit 23(a)     Consent of Deloitte & Touche LLP

Exhibit 23(b)     Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
                  Exhibit 5 hereto)

Exhibit 24        Power of Attorney (included on signature page hereto)