As filed with the Securities and Exchange Commission on June 5, 1998
                                                       Registration No. 33-86040
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    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               (IRS Employer Identification No.)
  Incorporation or Organization)

                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (781) 749-7600
                        (Address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

                     The Talbots, Inc. Amended and Restated
                    1993 Executive Stock Based Incentive Plan

                                Edward L. Larsen
                                The Talbots, Inc.
                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (781) 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
                                 (973) 966-6300

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------- -------------------- --------------------- -------------------- ------------------
                                                           Proposed Maximum    Proposed Maximum
     Title of Each Class of           Amount to be        Offering Price Per  Aggregate Offering       Amount of
   Securities to be Registered         Registered              Unit(1)             Price(1)       Registration Fee
---------------------------------- -------------------- --------------------- -------------------- -------------------
<S>                                   <C>                       <C>             <C>                   <C>
Common Stock, par
value $0.01 per Share...........      3,310,000(2)              27.875          92,266,250.00         27,218.54
======================================================================================================================

</TABLE>
(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 3, 1998.

(2)   A total of 5,960,000 shares of common stock are to be registered under the
      1993 Executive Stock Based  Incentive Plan. Of the 5,960,000  shares to be
      registered,  2,650,000 shares were registered on November 7, 1994 pursuant
      to  Registration  Statement  33-86040.  3,310,000  additional  shares  are
      subject    to    be    registered     pursuant    to    this    Amendment.


                              Purpose of Amendment

         This post-effective  amendment No. 1 to Registration  Statement on Form
S-8 is being filed for the purpose of  registering  the  additional  shares made
available  under the plan as a result  of the  amendment  to the 1993  Executive
Stock  Based  Incentive  Plan (the  "Amended  Plan")  that was  approved  by the
shareholders  of The Talbots,  Inc. on May 21, 1998. The Amended Plan,  attached
hereto as Exhibit  10.47,  increased the number of shares of Common  Stock,  par
value  $0.01 per  share,  authorized  under the plan  from  2,650,000  shares to
5,960,000 shares.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to employees of The Talbots,  Inc. (the  "Registrant")
or its  affiliates 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 documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  1.       The  Registrant's  Annual  Report  on Form  10-K  for
                           Registrant's  fiscal  year  ending  January  31, 1998
                           filed with the Commission on May 1, 1998.

                  2.       The Registrant's  Registration  Statement on Form S-1
                           (No. 33-69082),  which Registration  Statement became
                           effective November 18, 1993.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  and  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,  $0.01 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.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
Registrant  to  indemnify  officers,  directors or  employees  against  expenses
(including attorney's fees), judgments,  fines and amounts paid in settlement in
connection with legal proceedings "if [as to any officer,  director or employee]
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal act or proceeding,  had no reasonable  cause to believe his conduct was
unlawful,"  provided  that with  respect to actions  by, or in the right of, the
corporation  against,  such individuals,  indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation,  unless,  and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon  application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper." Individuals who are successful in the defense of such action
are entitled to indemnity  for such expenses  reasonably  incurred in connection
therewith.

         Section 6.4 of Article VI of the By-laws 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 Arnold B. Zetcher and
Mark  Shulman  provide for  indemnification  of Mr.  Zetcher and Mr.  Shulman as
officers and directors 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              --By-laws of the Registrant.

*4.3              --Form of Common Stock certificate of the Registrant.

5.1               --Undertaking of the Registrant.

5.2               --Opinion of Pitney, Hardin, Kipp & Szuch.

10.47             --Amended and Restated 1993  Executive  Stock Based  Incentive
                  Plan

23.1              --Consent of Deloitte & Touche LLP.

24                --Powers  of  Attorney  (set  forth on  signature  page of the
                  Registration Statement).


*     Incorporated by reference to the  Registrant's  Registration  Statement on
      Form S-1 (Registration No. 33-69082).

Item 9.  Undertakings.

            1.       The undersigned Registrant hereby undertakes:

                    (a) To file,  during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

                     (b) That, for purposes 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.

                     (c)  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.

            2.       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  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.

            3.       Insofar as  indemnification  for liabilities  arising under
                     the  Securities  Act of 1933 may be permitted to directors,
                     officers and controlling persons of the Registrant pursuant
                     to the foregoing provisions,  or otherwise,  the Registrant
                     has been advised that in the opinion of the  Securities and
                     Exchange Commission such  indemnification is against public
                     policy  as  expressed   in  the  Act  and  is,   therefore,
                     unenforceable.    In   the   event   that   a   claim   for
                     indemnification  against such  liabilities  (other than the
                     payment by the Registrant of expenses incurred or paid by a
                     director,  officer or controlling  person of the Registrant
                     in  the   successful   defense  of  any  action,   suit  or
                     proceeding)  is  asserted  by  such  director,  officer  or
                     controlling  person in connection with the securities being
                     registered,  the Registrant will,  unless in the opinion of
                     its  counsel  the  matter has been  settled by  controlling
                     precedent,  submit to a court of  appropriate  jurisdiction
                     the question whether such  indemnification by it is against
                     public  policy as expressed in the Act and will be governed
                     by the final adjudication of such issue.


<PAGE>


                                POWER OF ATTORNEY

         Each person whose signature to the Registration Statement appears below
hereby appoints Arnold B. Zetcher 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  the  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 had duly  caused  this
Registration  Statement to be signed on its behalf by the  undersigned,  thereto
duly authorized,  in the Town of Hingham,  State of Massachusetts,  on this 4th
day of June, 1998.

                          THE TALBOTS, INC.

                          EDWARD L. LARSEN
                      By:_________________________________
                         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.

<TABLE>
<CAPTION>

<S>                                           <C>                                        <C>
                   **                            President and Chief Executive           June 4, 1998
-----------------------------------------             Officer and Director
           Arnold B. Zetcher                          

EDWARD L. LARSEN                                     Senior Vice President,              June 4, 1998
-----------------------------------------     Finance, Chief Financial Officer
            Edward L. Larsen                   and Treasurer (Principal Financial
                                                    and Accounting Officer)


                   **                               Chairman of the Board of             June 4, 1998
-----------------------------------------                  Directors
              Takuya Okada 

                   **                                       Director                     June 4, 1998
-----------------------------------------
              Eiji Akiyama

                   **                                       Director                     June 4, 1998
-----------------------------------------
             Mashuru Isogai

                   **                                       Director                     June 4, 1998
-----------------------------------------
          Elizabeth T. Kennan

                   **                                       Director                     June 4, 1998
-----------------------------------------
              Motoya Okada

                                                            Director                     
-----------------------------------------
              Mark Shulman

                   **                                       Director                     June 4, 1998
-----------------------------------------
             Mark H. Willes

</TABLE>

**  Executed  by Edward  L.  Larsen as  attorney-in-fact  pursuant  to powers of
    attorney contained in Registration  Statement on Form S-8 No. 33-86040 filed
    on November 7, 1994.


<PAGE>


                                INDEX TO EXHIBITS


Exhibit Number   Description of Document

*4.1              --Certificate of Incorporation, as amended, of the Registrant.

*4.2              --By-laws of the Registrant.

*4.3              --Form of Common Stock certificate of the Registrant.

5.1               --Undertaking of the Registrant.

5.2               --Opinion of Pitney, Hardin, Kipp & Szuch.

10.47             --Amended and Restated 1993  Executive  Stock Based  Incentive
                  Plan

23.1              --Consent of Deloitte & Touche LLP.

24                --Powers  of  Attorney  (set  forth on  signature  page of the
                  Registration Statement).


*     Incorporated by reference to the  Registrant's  Registration  Statement on
      Form S-1 (Registration No. 33-69082).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18857}]
{"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": "333-56215", "film-number": "98643402"}, "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 June 5, 1998
                                                       Registration No. 33-86040
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    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               (IRS Employer Identification No.)
  Incorporation or Organization)

                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (781) 749-7600
                        (Address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

                     The Talbots, Inc. Amended and Restated
                    1993 Executive Stock Based Incentive Plan

                                Edward L. Larsen
                                The Talbots, Inc.
                                 175 Beal Street
                          Hingham, Massachusetts 02043
                                 (781) 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
                                 (973) 966-6300
CALCULATION OF REGISTRATION FEE
---------------------------------- -------------------- --------------------- -------------------- ------------------
                                                           Proposed Maximum    Proposed Maximum
     Title of Each Class of           Amount to be        Offering Price Per  Aggregate Offering       Amount of
   Securities to be Registered         Registered              Unit(1)             Price(1)       Registration Fee
---------------------------------- -------------------- --------------------- -------------------- -------------------
Common Stock, par
value $0.01 per Share...........      3,310,000(2)              27.875          92,266,250.00         27,218.54
======================================================================================================================
(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 3, 1998.

(2)   A total of 5,960,000 shares of common stock are to be registered under the
      1993 Executive Stock Based  Incentive Plan. Of the 5,960,000  shares to be
      registered,  2,650,000 shares were registered on November 7, 1994 pursuant
      to  Registration  Statement  33-86040.  3,310,000  additional  shares  are
      subject    to    be    registered     pursuant    to    this    Amendment.

                              Purpose of Amendment

         This post-effective  amendment No. 1 to Registration  Statement on Form
S-8 is being filed for the purpose of  registering  the  additional  shares made
available  under the plan as a result  of the  amendment  to the 1993  Executive
Stock  Based  Incentive  Plan (the  "Amended  Plan")  that was  approved  by the
shareholders  of The Talbots,  Inc. on May 21, 1998. The Amended Plan,  attached
hereto as Exhibit  10.47,  increased the number of shares of Common  Stock,  par
value  $0.01 per  share,  authorized  under the plan  from  2,650,000  shares to
5,960,000 shares.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to employees of The Talbots,  Inc. (the  "Registrant")
or its  affiliates 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 documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  1.       The  Registrant's  Annual  Report  on Form  10-K  for
                           Registrant's  fiscal  year  ending  January  31, 1998
                           filed with the Commission on May 1, 1998.

                  2.       The Registrant's  Registration  Statement on Form S-1
                           (No. 33-69082),  which Registration  Statement became
                           effective November 18, 1993.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  and  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,  $0.01 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.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
Registrant  to  indemnify  officers,  directors or  employees  against  expenses
(including attorney's fees), judgments,  fines and amounts paid in settlement in
connection with legal proceedings "if [as to any officer,  director or employee]
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal act or proceeding,  had no reasonable  cause to believe his conduct was
unlawful,"  provided  that with  respect to actions  by, or in the right of, the
corporation  against,  such individuals,  indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation,  unless,  and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon  application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper." Individuals who are successful in the defense of such action
are entitled to indemnity  for such expenses  reasonably  incurred in connection
therewith.

         Section 6.4 of Article VI of the By-laws 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 Arnold B. Zetcher and
Mark  Shulman  provide for  indemnification  of Mr.  Zetcher and Mr.  Shulman as
officers and directors 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              --By-laws of the Registrant.

*4.3              --Form of Common Stock certificate of the Registrant.

5.1               --Undertaking of the Registrant.

5.2               --Opinion of Pitney, Hardin, Kipp & Szuch.

10.47             --Amended and Restated 1993  Executive  Stock Based  Incentive
                  Plan

23.1              --Consent of Deloitte & Touche LLP.

24                --Powers  of  Attorney  (set  forth on  signature  page of the
                  Registration Statement).

*     Incorporated by reference to the  Registrant's  Registration  Statement on
      Form S-1 (Registration No. 33-69082).

Item 9.  Undertakings.

            1.       The undersigned Registrant hereby undertakes:

                    (a) To file,  during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

                     (b) That, for purposes 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.

                     (c)  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.

            2.       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  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.

            3.       Insofar as  indemnification  for liabilities  arising under
                     the  Securities  Act of 1933 may be permitted to directors,
                     officers and controlling persons of the Registrant pursuant
                     to the foregoing provisions,  or otherwise,  the Registrant
                     has been advised that in the opinion of the  Securities and
                     Exchange Commission such  indemnification is against public
                     policy  as  expressed   in  the  Act  and  is,   therefore,
                     unenforceable.    In   the   event   that   a   claim   for
                     indemnification  against such  liabilities  (other than the
                     payment by the Registrant of expenses incurred or paid by a
                     director,  officer or controlling  person of the Registrant
                     in  the   successful   defense  of  any  action,   suit  or
                     proceeding)  is  asserted  by  such  director,  officer  or
                     controlling  person in connection with the securities being
                     registered,  the Registrant will,  unless in the opinion of
                     its  counsel  the  matter has been  settled by  controlling
                     precedent,  submit to a court of  appropriate  jurisdiction
                     the question whether such  indemnification by it is against
                     public  policy as expressed in the Act and will be governed
                     by the final adjudication of such issue.
POWER OF ATTORNEY

         Each person whose signature to the Registration Statement appears below
hereby appoints Arnold B. Zetcher 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  the  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 had duly  caused  this
Registration  Statement to be signed on its behalf by the  undersigned,  thereto
duly authorized,  in the Town of Hingham,  State of Massachusetts,  on this 4th
day of June, 1998.

                          THE TALBOTS, INC.

                          EDWARD L. LARSEN
                      By:_________________________________
                         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.
**                            President and Chief Executive           June 4, 1998
-----------------------------------------             Officer and Director
           Arnold B. Zetcher                          

EDWARD L. LARSEN                                     Senior Vice President,              June 4, 1998
-----------------------------------------     Finance, Chief Financial Officer
            Edward L. Larsen                   and Treasurer (Principal Financial
                                                    and Accounting Officer)

                   **                               Chairman of the Board of             June 4, 1998
-----------------------------------------                  Directors
              Takuya Okada 

                   **                                       Director                     June 4, 1998
-----------------------------------------
              Eiji Akiyama

                   **                                       Director                     June 4, 1998
-----------------------------------------
             Mashuru Isogai

                   **                                       Director                     June 4, 1998
-----------------------------------------
          Elizabeth T. Kennan

                   **                                       Director                     June 4, 1998
-----------------------------------------
              Motoya Okada

                                                            Director                     
-----------------------------------------
              Mark Shulman

                   **                                       Director                     June 4, 1998
-----------------------------------------
             Mark H. Willes
**  Executed  by Edward  L.  Larsen as  attorney-in-fact  pursuant  to powers of
    attorney contained in Registration  Statement on Form S-8 No. 33-86040 filed
    on November 7, 1994.
INDEX TO EXHIBITS

Exhibit Number   Description of Document

*4.1              --Certificate of Incorporation, as amended, of the Registrant.

*4.2              --By-laws of the Registrant.

*4.3              --Form of Common Stock certificate of the Registrant.

5.1               --Undertaking of the Registrant.

5.2               --Opinion of Pitney, Hardin, Kipp & Szuch.

10.47             --Amended and Restated 1993  Executive  Stock Based  Incentive
                  Plan

23.1              --Consent of Deloitte & Touche LLP.

24                --Powers  of  Attorney  (set  forth on  signature  page of the
                  Registration Statement).

*     Incorporated by reference to the  Registrant's  Registration  Statement on
      Form S-1 (Registration No. 33-69082).