<PAGE>






































   As filed with the Securities and Exchange Commission on June 6, 1996
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               FARAH INCORPORATED
             (Exact name of registrant as specified in its charter)
               TEXAS                                    74-1061146
    (State or other jurisdiction                     (I.R.S. Employer 
  of incorporation or organization)                 Identification No.)
                                8889 Gateway West
                              El Paso, Texas 79925
                    (Address of Principal Executive Offices)

                               FARAH INCORPORATED
                  1991 STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plan)
        Russell G. Gibson                          With copies to:
    Executive Vice President and                     Daniel W. Rabun, Esq.
      Chief Financial Officer                          Baker & McKenzie
        Farah Incorporated                                Suite 4500
         8889 Gateway West                             2001 Ross Avenue
        El Paso, Texas 79925                          Dallas, Texas 75201
           (915) 593-4444
                    (Name, address, and telephone number,
                  including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
====================================================================================================================
<CAPTION>
                                                  Proposed Maximum        Proposed Maximum 
Title of Securities to       Amount to be        Offering Price per       Maximum Aggregate       Amount of
     be Registered            Registered                Share               Offering Price     Registration Fee
======================== ====================== ====================== ====================== ======================
<S>                             <C>                   <C>                 <C>                      <C>   
 Common Stock, no par
         value                  500,000               $8.25(1)<F1>        $4,125,000(1)<F1>        $1,423.00
======================== ====================== ====================== ====================== ======================
<FN>

  <F1> (1) Estimated in  accordance  with  Rule  457(h)  and  457(c)  under  the
           Securities Act of 1933 solely  for the  purpose  of  calculating  the
           registration fee on the basis of $8.25 per share, the  average of the
           high and  low prices on June 6, 1996,  as  reported  by  the New York 
           Stock Exchange, Inc.
</FN>
</TABLE>

     THE  CONTENTS  OF THE  REGISTRATION  STATEMENTS  ON FORM  S-8  FILED BY THE
REGISTRANT  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON MARCH  24,  1992
(REGISTRATION NO. 33-46661),  ON APRIL 27, 1993  (REGISTRATION NO. 33-61736) AND
ON  MAY  4,  1994  (REGISTRATION  NO.  33-53461),  ARE  HEREBY  INCORPORATED  BY
REFERENCE.
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of El Paso, State of Texas, on June 6, 1996.

                                        FARAH INCORPORATED


                                        /s/ Richard C. Allender
                                        RICHARD C. ALLENDER
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Richard C. Allender his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, 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 do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statements  has been signed below by the following  persons in the
capacities and on the dates  indicated.  Moreover,  the undersigned  hereby also
certify that to the best of their  knowledge  and belief the issuer meets all of
the requirements for filing on Form S-8.

Signatures and Title                                     Date


/s/ RICHARD C. ALLENDER                              June 6, 1996
- --------------------------
RICHARD C. ALLENDER
President and Chief Executive
Officer and Chairman of the
Board of Directors
(Principal Executive Officer)


/s/ RUSSELL G. GIBSON                                June 6, 1996
- ------------------------------
RUSSELL G. GIBSON
Executive Vice President, Chief
Financial Officer, Treasurer and
Assistant Corporate Secretary
(Principal Financial Officer)
<PAGE>








/s/ POLLY H. VAUGHN                                  June 6, 1996
- ----------------------------
POLLY H. VAUGHN
Vice President and Controller
(Principal Accounting Officer)


/s/ CLARK L. BULLOCK                                 June 6, 1996
- ----------------------------
CLARK L. BULLOCK
Director


/s/ CHRISTOPHER L. CARAMEROS                         June 6, 1996
- ----------------------------
CHRISTOPHER L. CARAMEROS
Director


/s/ SYLVAN LANDAU                                    June 6, 1996
SYLVAN LANDAU
Director


/s/ MICHAEL R. MITCHELL                              June 6, 1996
- ----------------------------
MICHAEL R. MITCHELL
Director


/s/ TIMOTHY B. PAGE                                  June 6, 1996
- -------------------------------
TIMOTHY B. PAGE
Director


/s/ CHARLES J. SMITH                                 June 6, 1996
- -------------------------------
CHARLES J. SMITH
Director

<PAGE>


















EXHIBIT INDEX





Exhibit

  5.1    Opinion of Baker & McKenzie

 23.1    Consent of Baker & McKenzie (included in Exhibit 5.1)

 23.2    Consent of Independent Public Accountants

 25      Power of Attorney (see signature pages)








































<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 7208}]
{"company-data": {"conformed-name": "FARAH INC", "cik": "0000034501", "assigned-sic": "2320", "irs-number": "741061146", "state-of-incorporation": "TX", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05353", "film-number": "96577613"}, "business-address": {"street1": "8889 GATEWAY WEST", "city": "EL PASO", "state": "TX", "zip": "79925", "phone": "9155934444"}, "mail-address": {"street1": "8889 GATEWAY WEST", "city": "EL PASO", "state": "TX", "zip": "79925"}, "former-company": [{"former-conformed-name": "FARAH INCORPORATED", "date-changed": "19900813"}, {"former-conformed-name": "FARAH MANUFACTURING CO INC", "date-changed": "19870608"}]}
As filed with the Securities and Exchange Commission on June 6, 1996
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               FARAH INCORPORATED
             (Exact name of registrant as specified in its charter)
               TEXAS                                    74-1061146
    (State or other jurisdiction                     (I.R.S. Employer 
  of incorporation or organization)                 Identification No.)
                                8889 Gateway West
                              El Paso, Texas 79925
                    (Address of Principal Executive Offices)

                               FARAH INCORPORATED
                  1991 STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plan)
        Russell G. Gibson                          With copies to:
    Executive Vice President and                     Daniel W. Rabun, Esq.
      Chief Financial Officer                          Baker & McKenzie
        Farah Incorporated                                Suite 4500
         8889 Gateway West                             2001 Ross Avenue
        El Paso, Texas 79925                          Dallas, Texas 75201
           (915) 593-4444
                    (Name, address, and telephone number,
                  including area code, of agent for service)

                         Calculation of Registration Fee

====================================================================================================================
Proposed Maximum        Proposed Maximum 
Title of Securities to       Amount to be        Offering Price per       Maximum Aggregate       Amount of
     be Registered            Registered                Share               Offering Price     Registration Fee
======================== ====================== ====================== ====================== ======================
Common Stock, no par
         value                  500,000               $8.25(1)
$4,125,000(1)
$1,423.00
======================== ====================== ====================== ====================== ======================
(1) Estimated in  accordance  with  Rule  457(h)  and  457(c)  under  the
           Securities Act of 1933 solely  for the  purpose  of  calculating  the
           registration fee on the basis of $8.25 per share, the  average of the
           high and  low prices on June 6, 1996,  as  reported  by  the New York 
           Stock Exchange, Inc.
THE  CONTENTS  OF THE  REGISTRATION  STATEMENTS  ON FORM  S-8  FILED BY THE
REGISTRANT  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON MARCH  24,  1992
(REGISTRATION NO. 33-46661),  ON APRIL 27, 1993  (REGISTRATION NO. 33-61736) AND
ON  MAY  4,  1994  (REGISTRATION  NO.  33-53461),  ARE  HEREBY  INCORPORATED  BY
REFERENCE.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of El Paso, State of Texas, on June 6, 1996.

                                        FARAH INCORPORATED

                                        /s/ Richard C. Allender
                                        RICHARD C. ALLENDER
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Richard C. Allender his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, 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 do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statements  has been signed below by the following  persons in the
capacities and on the dates  indicated.  Moreover,  the undersigned  hereby also
certify that to the best of their  knowledge  and belief the issuer meets all of
the requirements for filing on Form S-8.

Signatures and Title                                     Date

/s/ RICHARD C. ALLENDER                              June 6, 1996
- --------------------------
RICHARD C. ALLENDER
President and Chief Executive
Officer and Chairman of the
Board of Directors
(Principal Executive Officer)

/s/ RUSSELL G. GIBSON                                June 6, 1996
- ------------------------------
RUSSELL G. GIBSON
Executive Vice President, Chief
Financial Officer, Treasurer and
Assistant Corporate Secretary
(Principal Financial Officer)
/s/ POLLY H. VAUGHN                                  June 6, 1996
- ----------------------------
POLLY H. VAUGHN
Vice President and Controller
(Principal Accounting Officer)

/s/ CLARK L. BULLOCK                                 June 6, 1996
- ----------------------------
CLARK L. BULLOCK
Director

/s/ CHRISTOPHER L. CARAMEROS                         June 6, 1996
- ----------------------------
CHRISTOPHER L. CARAMEROS
Director

/s/ SYLVAN LANDAU                                    June 6, 1996
SYLVAN LANDAU
Director

/s/ MICHAEL R. MITCHELL                              June 6, 1996
- ----------------------------
MICHAEL R. MITCHELL
Director

/s/ TIMOTHY B. PAGE                                  June 6, 1996
- -------------------------------
TIMOTHY B. PAGE
Director

/s/ CHARLES J. SMITH                                 June 6, 1996
- -------------------------------
CHARLES J. SMITH
Director
EXHIBIT INDEX

Exhibit

  5.1    Opinion of Baker & McKenzie

 23.1    Consent of Baker & McKenzie (included in Exhibit 5.1)

 23.2    Consent of Independent Public Accountants

 25      Power of Attorney (see signature pages)