As filed with the Securities and Exchange Commission on February 18, 2003

                          Registration No.: 333-______

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  _____________

                               SALANT CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                               Delaware 13-3402444
                (State or Other Jurisdiction of (I.R.S. Employer
                         Incorporation or Organization)
                              Identification No.)

                           1114 Avenue of the Americas
                            New York, New York 10036
                    (Address of Principal Executive Offices)


                               Salant Corporation
                         1999 Stock Award Incentive Plan
                            (Full Title of the Plan)

                                Michael J. Setola
                             Chief Executive Officer
                               Salant Corporation
                           1114 Avenue of the Americas
                            New York, New York 10036
                     (Name and Address of Agent for Service)

                                 (212) 221-7500
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy To:

                               John J. Crowe, Esq.
                        Pryor Cashman Sherman & Flynn LLP
                                 410 Park Avenue
                            New York, New York 10022
                                 (212) 421-4100


<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================================ ======================= ============= ================= ===================
                                                                       Proposed        Proposed
                                                                       Maximum         Maximum
                                                                       Offering       Aggregate
          Title of Each Class of                   Amount to          Price Per        Offering          Amount of
        Securities to be Registered              be Registered*        Share**          Price         Registration Fee
-------------------------------------------- ----------------------- ------------- ----------------- -------------------

<S>           <C>                               <C>                     <C>           <C>                 <C>
Common Stock, $1.00 par value............       1,111,111 Shares        $8.83         $9,811,110          $902.62

============================================ ======================= ============= ================= ===================
</TABLE>


*    All  the  securities  registered  hereby  are  issuable  under  the  Salant
     Corporation 1999 Stock Incentive Award Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the average of the high and low prices for Salant Corporation's common
     stock as  reported on the  Over-the-Counter  Bulletin  Board on  Wednesday,
     February 12, 2003.


<PAGE>
                                     PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

     The document(s) containing the information specified in this Part I will be
sent or  given  to  directors,  officers  and  employees,  as  required  by Rule
428(b)(1) of the Securities Act of 1933 (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 of the Securities Act. These documents,  which
include the  statement of  availability  required by Item 2 of Form S-8, 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 of Salant  Corporation  (the "Company") filed with
the Commission are incorporated herein by reference:

(1)      The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 29, 2001;

(2)      The Company's Quarterly Report on Form 10-Q for the fiscal quarters
         ended March 30, 2002, June 29, 2002 and September 28, 2002;

(3)      The Company's Current Reports on Form 8-K filed with the Commission on
         May 17, 2002, July 17, 2002, August 9, 2002, November 13, 2002
         and February 5, 2003;

(4)      The Company's Proxy Statement filed with the Commission on April 26,
         2002 relating to the Annual Meeting of Stockholders held on June 21,
         2002, as amended by Amendment No. 1 filed with the Commission on
         May 15, 2002;

(5)      The description of the Company's common stock contained in the
         Company's Registration Statement on Form 8-A filed with the Commission
         on May 12, 1999, including any amendment or report filed for the
         purpose of updating such information; and

(6)      The description of the rights accompanying the shares of the Company's
         common stock contained in the Company's Registration Statement on
         Form 8-A filed with the Commission on May 17, 2002, and any amendment
         or response filed for the purpose of updating such information.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 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 hereby have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained  herein or in a document,
all or a  portion  of which is  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 amended, to constitute a part of this Registration Statement.


Item 4.    Description of Securities.

           Not applicable.


Item 5.    Interests of Named Experts and Counsel.

           Not applicable.


Item 6.    Indemnification of Directors and Officers.

     The  Company  is  incorporated  under  the laws of the  State of  Delaware.
Reference is made to Section 145 of the Delaware  General  Corporation  Law (the
"DGCL"),  which  generally  provides that all directors and officers (as well as
other employees and individuals) may be indemnified  against expenses (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred in  connection  with certain  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation, a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions,  except  that  indemnification  extends  only  to  expenses  (including
attorneys' fees) actually and reasonably  incurred in connection with defense or
settlement of an action and the DGCL requires court approval before there can be
any  indemnification  where the person  seeking  indemnification  has been found
liable to the corporation. Section 145 of the DGCL also provides that the rights
conferred  thereby are not  exclusive of any other right which any person may be
entitled to under any bylaw,  agreement,  vote of stockholders or  disinterested
directors or otherwise,  and permits a corporation to advance  expenses to or on
behalf of a person to be indemnified upon receipt of an undertaking to repay the
amounts  advanced  if it is  determined  that the person is not  entitled  to be
indemnified.

     The Company's  Amended and Restated  Certificate of Incorporation  provides
that no director of the Company shall be personally liable to the Company or its
stockholders  for monetary  damages for breach of his or her  fiduciary  duty as
director  except  for  liability  for (1) any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (2) for acts or  omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (3) any matter in respect of which  such  director  shall be liable  under
Section 174 of the DGCL or (4) any transaction  from which the director  derived
an improper personal benefit.

     The Company's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws also provide that the Company has the power to indemnify any
person who was or is a party or is  threatened to be made a party to, or testify
in, any threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  Company)  by  reason  of the fact that the  person is or was a
director,  officer, employee or agent of the Company or is or was serving at the
request of the  Company as a  director,  officer,  employee  or agent of another
corporation,  partnership, joint venture, trust or other enterprise, against any
and all expense,  liability  and loss  (including  attorneys'  fees,  judgments,
fines,  excise taxes under the Employee  Retirement Income Security Act of 1974,
as  amended,  penalties  and  amounts to be paid in  settlement),  actually  and
reasonably  incurred  or  suffered  in  connection  with  such  action,  suit or
proceeding.  Unless  ordered by a court,  the Company's  obligation to indemnify
arises only if the person has met the  applicable  standard of conduct set forth
in the DGCL.

     In  the  case  of  an  action  by  or in  the  right  of  the  Company,  no
indemnification  may be made with  respect to any  claim,  issue or matter as to
which such person  shall have been  adjudged to be liable to the Company  unless
and only to the extent  that the court in which such  action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and  reasonably  entitled to indemnity for such  expenses  which the court shall
deem proper.

     The Company has the power to purchase and  maintain  insurance on behalf of
any person  covering any liability  incurred by such person in his capacity as a
director,  officer,  employee  or agent of the  Company,  or arising  out of his
status as such, whether or not the Company would have the power to indemnify him
against such liability.  The Company has obtained a liability  insurance  policy
for the officers and directors that, subject to certain  limitations,  terms and
conditions,  will  insure  them for  losses  arising  from  acts  taken in their
capacity as directors or officers.

     The  foregoing  summaries  are subject to the complete text of the Delaware
General Corporation Law, the Company's Restated Certificate of Incorporation and
Amended and Restated  Bylaws and are  qualified  in their  entirety by reference
thereto.


Item 7.    Exemption from Registration Claimed.

           Not applicable


Item 8.    Exhibits.

Exhibit   Description

5.1       Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
          common stock being registered).

23.1      Consent of Pryor Cashman Sherman & Flynn LLP (included in its opinion
           filed as Exhibit 5.1).

23.2      Consent of Deloitte & Touche LLP.

24.1      Powers of Attorney (included in the signature pages).

Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in this 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 that time shall be deemed to be the initial
     bona fide offering thereof; and

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

          (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 Section  15(d) of the Exchange Act 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.

          (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  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>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Company  hereby
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing on Form S-8 and have  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in New York, New York on this 18th day of February 2003.

                                            SALANT CORPORATION


                                            By:      /s/ Awadhesh K. Sinha
                                            Name:    Awadhesh K. Sinha
                                            Title:   Chief Operating Officer and
                                                     Chief Financial Officer


                  [remainder of page intentionally left blank]
       [Powers of Attorney and other signature pages appear on next page]


<PAGE>



     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints Michael J. Setola or Awadhesh K. Sinha or
any one of them, his or her  attorneys-in-fact  and agents, each with full power
of substitution and resubstitution for him or her in any and all capacities,  to
sign any or all  amendments or  post-effective  amendments to this  registration
statement or a registration  statement  prepared in accordance  with Rule 462 of
the Securities Act, as amended,  and to file the same, with exhibits thereto and
other documents in connection herewith or in connection with the registration of
the offered  securities  under the Exchange Act, with the  Commission,  granting
unto each of such attorneys-in-fact and agents full power to do and perform each
and every act and thing  requisite and necessary in connection with such matters
and hereby ratifying and confirming all that each of such  attorneys-in-fact and
agents or his or her  substitutes  may do or cause to be done by virtue  hereof.
This Power of Attorney may be signed in several counterparts.

     IT WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney  as of  the  date  indicated.  Pursuant  to  the  requirements  of  the
Securities  Act,  this  Registration  Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

       Signature                           Title                                       Date

<S>                          <C>                                                 <C>
/s/ Michael J. Setola        Chairman of the Board and Chief Executive Officer   February 18, 2003
Michael J. Setola            (Principal Executive Officer)


/s/ Awadhesh K. Sinha        Chief Operating Officer and Chief Financial         February 18, 2003
Awadhesh K. Sinha            Officer (Principal Financial and Accounting
                             Officer)


/s/ G. Raymond Empson        Director                                            February 18, 2003
G. Raymond Empson

/s/ Ben Evans                Director                                            February 18, 2003
Ben Evans

/s/ Rose Peabody Lynch       Director                                            February 18, 2003
Rose Peabody Lynch

</TABLE>
<PAGE>
                                  EXHIBIT INDEX


Exhibit    Description

   5.1    Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
          common stock being registered).

  23.1    Consent of Pryor Cashman Sherman & Flynn LLP (included in its opinion
          filed as Exhibit 5.1).

  23.2    Consent of Deloitte & Touche LLP.

  24.1    Powers of Attorney (included in the signature pages).


<PAGE>
                                                                     Exhibit 5.1

                [LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]



                                                 February 18, 2003



Salant Corporation
1114 Avenue of the Americas
New York, New York  10036


                           Re:      Registration Statement on Form S-8
                                    for Salant Corporation

Ladies and Gentlemen:

     We  have  acted  as  legal  counsel  for  Salant  Corporation,  a  Delaware
corporation  (the  "Company"),  in connection with the  registration on Form S-8
(the "Registration  Statement") under the Securities Act of 1933, as amended, of
1,111,111 shares (the "Shares") of the Company's  common stock,  $1.00 par value
per  share  (the  "Common  Stock"),  reserved  for  issuance  under  the  Salant
Corporation 1999 Stock Award Incentive Plan (the "Plan").

     We are  qualified to practice  law in the State of New York.  We express no
opinion as to, and,  for the purposes of the opinion set forth  herein,  we have
conducted  no  investigation  of, and do not  purport to be experts on, any laws
other than the laws of the State of New York, the Delaware  General  Corporation
Law and the laws of the United States of America.

     We have made such  inquiries and examined  such  documents as we considered
necessary or appropriate  for the purposes of this opinion.  We have assumed the
genuineness and  authenticity of all signatures on all original  documents,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
originals of all documents  submitted to us as copies and the due authorization,
execution,  delivery or  recordation of all documents  where due  authorization,
execution or recordation are prerequisites to the effectiveness thereof.

     Based upon the foregoing,  and having regard for such legal  considerations
as we deem  relevant,  we are of the  opinion  that the  Shares  covered  by the
Registration   Statement  have  been  duly  authorized  and,  upon  issuance  in
accordance with the Plan, will be legally issued, fully paid and nonassessable.

     We hereby  consent to the filing of this opinion with the  Commission as an
exhibit to the Registration Statement.

     This  opinion  may not be  relied  upon by you for any  other  purpose,  or
furnished to, quoted to, or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.


                                          Very truly yours,

                                          /s/Pryor Cashman Sherman & Flynn LLP

<PAGE>


                                                                    Exhibit 23.2


                         Independent Auditors' Consent


We consent to the incorporation by reference in this  Registration  Statement of
Salant Corporation on Form S-8 of our report dated March 19, 2002,  appearing in
the Annual Report on Form 10-K of Salant Corporation for the year ended December
29, 2001.



                                                      /s/ Deloitte & Touche LLP

New York, New York
February 18, 2003
[{"type": "S-8", "sequence": "1", "filename": "forms8february2003.txt", "description": "REGISTRATION OF EQUITY", "secsgml_size_bytes": 23071}]
{"company-data": {"conformed-name": "SALANT CORP", "cik": "0000086346", "assigned-sic": "2320", "irs-number": "133402444", "state-of-incorporation": "DE", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103273", "film-number": "03571056"}, "business-address": {"street1": "1114 AVE OF THE AMERICAS", "street2": "36TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2122217500"}, "mail-address": {"street1": "1058 CLAUSSEN RDSTE 101", "city": "AUGUSTA", "state": "GA", "zip": "30907"}}
As filed with the Securities and Exchange Commission on February 18, 2003

                          Registration No.: 333-______

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  _____________

                               SALANT CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                               Delaware 13-3402444
                (State or Other Jurisdiction of (I.R.S. Employer
                         Incorporation or Organization)
                              Identification No.)

                           1114 Avenue of the Americas
                            New York, New York 10036
                    (Address of Principal Executive Offices)

                               Salant Corporation
                         1999 Stock Award Incentive Plan
                            (Full Title of the Plan)

                                Michael J. Setola
                             Chief Executive Officer
                               Salant Corporation
                           1114 Avenue of the Americas
                            New York, New York 10036
                     (Name and Address of Agent for Service)

                                 (212) 221-7500
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy To:

                               John J. Crowe, Esq.
                        Pryor Cashman Sherman & Flynn LLP
                                 410 Park Avenue
                            New York, New York 10022
                                 (212) 421-4100
CALCULATION OF REGISTRATION FEE
============================================ ======================= ============= ================= ===================
                                                                       Proposed        Proposed
                                                                       Maximum         Maximum
                                                                       Offering       Aggregate
          Title of Each Class of                   Amount to          Price Per        Offering          Amount of
        Securities to be Registered              be Registered*        Share**          Price         Registration Fee
-------------------------------------------- ----------------------- ------------- ----------------- -------------------
Common Stock, $1.00 par value............       1,111,111 Shares        $8.83         $9,811,110          $902.62

============================================ ======================= ============= ================= ===================
*    All  the  securities  registered  hereby  are  issuable  under  the  Salant
     Corporation 1999 Stock Incentive Award Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the average of the high and low prices for Salant Corporation's common
     stock as  reported on the  Over-the-Counter  Bulletin  Board on  Wednesday,
     February 12, 2003.
PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

     The document(s) containing the information specified in this Part I will be
sent or  given  to  directors,  officers  and  employees,  as  required  by Rule
428(b)(1) of the Securities Act of 1933 (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 of the Securities Act. These documents,  which
include the  statement of  availability  required by Item 2 of Form S-8, 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 of Salant  Corporation  (the "Company") filed with
the Commission are incorporated herein by reference:

(1)      The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 29, 2001;

(2)      The Company's Quarterly Report on Form 10-Q for the fiscal quarters
         ended March 30, 2002, June 29, 2002 and September 28, 2002;

(3)      The Company's Current Reports on Form 8-K filed with the Commission on
         May 17, 2002, July 17, 2002, August 9, 2002, November 13, 2002
         and February 5, 2003;

(4)      The Company's Proxy Statement filed with the Commission on April 26,
         2002 relating to the Annual Meeting of Stockholders held on June 21,
         2002, as amended by Amendment No. 1 filed with the Commission on
         May 15, 2002;

(5)      The description of the Company's common stock contained in the
         Company's Registration Statement on Form 8-A filed with the Commission
         on May 12, 1999, including any amendment or report filed for the
         purpose of updating such information; and

(6)      The description of the rights accompanying the shares of the Company's
         common stock contained in the Company's Registration Statement on
         Form 8-A filed with the Commission on May 17, 2002, and any amendment
         or response filed for the purpose of updating such information.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 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 hereby have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained  herein or in a document,
all or a  portion  of which is  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 amended, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

     The  Company  is  incorporated  under  the laws of the  State of  Delaware.
Reference is made to Section 145 of the Delaware  General  Corporation  Law (the
"DGCL"),  which  generally  provides that all directors and officers (as well as
other employees and individuals) may be indemnified  against expenses (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred in  connection  with certain  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation, a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions,  except  that  indemnification  extends  only  to  expenses  (including
attorneys' fees) actually and reasonably  incurred in connection with defense or
settlement of an action and the DGCL requires court approval before there can be
any  indemnification  where the person  seeking  indemnification  has been found
liable to the corporation. Section 145 of the DGCL also provides that the rights
conferred  thereby are not  exclusive of any other right which any person may be
entitled to under any bylaw,  agreement,  vote of stockholders or  disinterested
directors or otherwise,  and permits a corporation to advance  expenses to or on
behalf of a person to be indemnified upon receipt of an undertaking to repay the
amounts  advanced  if it is  determined  that the person is not  entitled  to be
indemnified.

     The Company's  Amended and Restated  Certificate of Incorporation  provides
that no director of the Company shall be personally liable to the Company or its
stockholders  for monetary  damages for breach of his or her  fiduciary  duty as
director  except  for  liability  for (1) any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (2) for acts or  omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (3) any matter in respect of which  such  director  shall be liable  under
Section 174 of the DGCL or (4) any transaction  from which the director  derived
an improper personal benefit.

     The Company's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws also provide that the Company has the power to indemnify any
person who was or is a party or is  threatened to be made a party to, or testify
in, any threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  Company)  by  reason  of the fact that the  person is or was a
director,  officer, employee or agent of the Company or is or was serving at the
request of the  Company as a  director,  officer,  employee  or agent of another
corporation,  partnership, joint venture, trust or other enterprise, against any
and all expense,  liability  and loss  (including  attorneys'  fees,  judgments,
fines,  excise taxes under the Employee  Retirement Income Security Act of 1974,
as  amended,  penalties  and  amounts to be paid in  settlement),  actually  and
reasonably  incurred  or  suffered  in  connection  with  such  action,  suit or
proceeding.  Unless  ordered by a court,  the Company's  obligation to indemnify
arises only if the person has met the  applicable  standard of conduct set forth
in the DGCL.

     In  the  case  of  an  action  by  or in  the  right  of  the  Company,  no
indemnification  may be made with  respect to any  claim,  issue or matter as to
which such person  shall have been  adjudged to be liable to the Company  unless
and only to the extent  that the court in which such  action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and  reasonably  entitled to indemnity for such  expenses  which the court shall
deem proper.

     The Company has the power to purchase and  maintain  insurance on behalf of
any person  covering any liability  incurred by such person in his capacity as a
director,  officer,  employee  or agent of the  Company,  or arising  out of his
status as such, whether or not the Company would have the power to indemnify him
against such liability.  The Company has obtained a liability  insurance  policy
for the officers and directors that, subject to certain  limitations,  terms and
conditions,  will  insure  them for  losses  arising  from  acts  taken in their
capacity as directors or officers.

     The  foregoing  summaries  are subject to the complete text of the Delaware
General Corporation Law, the Company's Restated Certificate of Incorporation and
Amended and Restated  Bylaws and are  qualified  in their  entirety by reference
thereto.

Item 7.    Exemption from Registration Claimed.

           Not applicable

Item 8.    Exhibits.

Exhibit   Description

5.1       Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
          common stock being registered).

23.1      Consent of Pryor Cashman Sherman & Flynn LLP (included in its opinion
           filed as Exhibit 5.1).

23.2      Consent of Deloitte & Touche LLP.

24.1      Powers of Attorney (included in the signature pages).

Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in this 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 that time shall be deemed to be the initial
     bona fide offering thereof; and

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

          (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 Section  15(d) of the Exchange Act 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.

          (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  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.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Company  hereby
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing on Form S-8 and have  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in New York, New York on this 18th day of February 2003.

                                            SALANT CORPORATION

                                            By:      /s/ Awadhesh K. Sinha
                                            Name:    Awadhesh K. Sinha
                                            Title:   Chief Operating Officer and
                                                     Chief Financial Officer

                  [remainder of page intentionally left blank]
       [Powers of Attorney and other signature pages appear on next page]
KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints Michael J. Setola or Awadhesh K. Sinha or
any one of them, his or her  attorneys-in-fact  and agents, each with full power
of substitution and resubstitution for him or her in any and all capacities,  to
sign any or all  amendments or  post-effective  amendments to this  registration
statement or a registration  statement  prepared in accordance  with Rule 462 of
the Securities Act, as amended,  and to file the same, with exhibits thereto and
other documents in connection herewith or in connection with the registration of
the offered  securities  under the Exchange Act, with the  Commission,  granting
unto each of such attorneys-in-fact and agents full power to do and perform each
and every act and thing  requisite and necessary in connection with such matters
and hereby ratifying and confirming all that each of such  attorneys-in-fact and
agents or his or her  substitutes  may do or cause to be done by virtue  hereof.
This Power of Attorney may be signed in several counterparts.

     IT WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney  as of  the  date  indicated.  Pursuant  to  the  requirements  of  the
Securities  Act,  this  Registration  Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature                           Title                                       Date
/s/ Michael J. Setola        Chairman of the Board and Chief Executive Officer   February 18, 2003
Michael J. Setola            (Principal Executive Officer)

/s/ Awadhesh K. Sinha        Chief Operating Officer and Chief Financial         February 18, 2003
Awadhesh K. Sinha            Officer (Principal Financial and Accounting
                             Officer)

/s/ G. Raymond Empson        Director                                            February 18, 2003
G. Raymond Empson

/s/ Ben Evans                Director                                            February 18, 2003
Ben Evans

/s/ Rose Peabody Lynch       Director                                            February 18, 2003
Rose Peabody Lynch
EXHIBIT INDEX

Exhibit    Description

   5.1    Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
          common stock being registered).

  23.1    Consent of Pryor Cashman Sherman & Flynn LLP (included in its opinion
          filed as Exhibit 5.1).

  23.2    Consent of Deloitte & Touche LLP.

  24.1    Powers of Attorney (included in the signature pages).
Exhibit 5.1

                [LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]

                                                 February 18, 2003

Salant Corporation
1114 Avenue of the Americas
New York, New York  10036

                           Re:      Registration Statement on Form S-8
                                    for Salant Corporation

Ladies and Gentlemen:

     We  have  acted  as  legal  counsel  for  Salant  Corporation,  a  Delaware
corporation  (the  "Company"),  in connection with the  registration on Form S-8
(the "Registration  Statement") under the Securities Act of 1933, as amended, of
1,111,111 shares (the "Shares") of the Company's  common stock,  $1.00 par value
per  share  (the  "Common  Stock"),  reserved  for  issuance  under  the  Salant
Corporation 1999 Stock Award Incentive Plan (the "Plan").

     We are  qualified to practice  law in the State of New York.  We express no
opinion as to, and,  for the purposes of the opinion set forth  herein,  we have
conducted  no  investigation  of, and do not  purport to be experts on, any laws
other than the laws of the State of New York, the Delaware  General  Corporation
Law and the laws of the United States of America.

     We have made such  inquiries and examined  such  documents as we considered
necessary or appropriate  for the purposes of this opinion.  We have assumed the
genuineness and  authenticity of all signatures on all original  documents,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
originals of all documents  submitted to us as copies and the due authorization,
execution,  delivery or  recordation of all documents  where due  authorization,
execution or recordation are prerequisites to the effectiveness thereof.

     Based upon the foregoing,  and having regard for such legal  considerations
as we deem  relevant,  we are of the  opinion  that the  Shares  covered  by the
Registration   Statement  have  been  duly  authorized  and,  upon  issuance  in
accordance with the Plan, will be legally issued, fully paid and nonassessable.

     We hereby  consent to the filing of this opinion with the  Commission as an
exhibit to the Registration Statement.

     This  opinion  may not be  relied  upon by you for any  other  purpose,  or
furnished to, quoted to, or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.

                                          Very truly yours,

                                          /s/Pryor Cashman Sherman & Flynn LLP
Exhibit 23.2

                         Independent Auditors' Consent

We consent to the incorporation by reference in this  Registration  Statement of
Salant Corporation on Form S-8 of our report dated March 19, 2002,  appearing in
the Annual Report on Form 10-K of Salant Corporation for the year ended December
29, 2001.

                                                      /s/ Deloitte & Touche LLP

New York, New York
February 18, 2003