As filed with the Securities and Exchange Commission on May 28, 2002
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                             WESTPOINT STEVENS INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    36-349354
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              507 West Tenth Street
                            West Point, Georgia 31833
                                 (706) 645-4000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


      RETIREMENT SAVINGS VALUE PLAN FOR EMPLOYEES OF WESTPOINT STEVENS INC.

                              (Full Title of Plan)

                              Christopher N. Zodrow
                           Vice President & Secretary
                             WestPoint Stevens Inc.
                              507 West Tenth Street
                            West Point, Georgia 31833
                                 (706) 645-4000

                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                             Howard Chatzinoff, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                            Telephone: (212) 310-8000
                            Facsimile: (212) 310-8007

                                 ---------------
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of                                       Amount                 Proposed            Proposed            Amount of
Securities to                                  to Be                  Maximum             Maximum             Registration
Be Registered                                  Registered(1)          Offering            Aggregate           Fee
                                                                      Price Per           Offering
                                                                      Share(2)            Price
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                 <C>                 <C>
Shares of Common Stock, par value $0.01 per    10,000,000             $4.82               $48,200,000         $4,434.40
share
===================================================================================================================================
(1)  This registration statement relates to an additional 10,000,000 shares of
     the Registrant's common stock, granted or to be granted under the
     Registrant's Retirement Savings Value Plan for Employees of WestPoint
     Stevens Inc. This registration statement also covers an indeterminate
     number of shares of common stock that may be issued by reason of stock
     dividends, stock splits or similar transactions in accordance with Rule 416
     under the Securities Act of 1933.
(2)  Computed solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
     upon the average of the high and low prices of the shares of common stock
     of WestPoint Stevens Inc. as quoted on the New York Stock Exchange on May
     24, 2002.
===================================================================================================================================

===================================================================================================================================
</TABLE>
NY2:\1155859\04\_rv704!.DOC\80765.0004
<PAGE>

                                EXPLANATORY NOTE

         This Registration Statement of Form S-8 registers 10,000,000 additional
shares of common stock, par value $0.01 per share, of WestPoint Stevens Inc. for
issuance in connection with the Retirement Savings Value Plan for Employees of
WestPoint Stevens Inc. (the "Plan"). The contents of the Registrant's
Registration Statements on Form S-8 relating to the Plan (Registration No.
33-85718 filed with the Securities and Exchange Commission ("SEC") on October
28, 1994, Registration No. 333-32803 filed with the SEC on August 4, 1997 and
Registration No. 333-69209 filed with the SEC on December 18, 1998), including
all exhibits thereto, are hereby incorporated by reference herein.












                                       2
<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 Atlanta, State of Georgia, on this 28th day of
May, 2002.

                         WestPoint Stevens Inc.


                         By:    /s/ Holcombe T. Green
                            ---------------------------------------
                             Name:  Holcombe T. Green, Jr.
                             Title: Chairman of the Board and Chief
                                    Executive Officer











                                       3
<PAGE>
                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christopher N. Zodrow and M.
Clayton Humphries, Jr., and each of them, his/her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign any and all 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/she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his/her 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 Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
                Signature                                         Title                             Date
                ---------                                         -----                             ----
<S>                                         <C>                                                 <C>
                                            Chief Executive Officer and Chairman of the Board   May 28, 2002
/s/ Holcombe T. Green                       of Directors (principal executive officer)
---------------------------------------
Holcombe T. Green, Jr.

                                            Senior Vice President - Finance and Chief           May 28, 2002
/s/ Lester D. Sears                         Financial Officer (principal financial officer)
---------------------------------------
Lester D. Sears

                                            Senior Vice President and Controller (principal     May 28, 2002
/s/ J. Nelson Griffith                      accounting officer)
---------------------------------------
J. Nelson Griffith

/s/ M.L. (Chip) Fontenot                    Director, President and Chief Operating Officer     May 28, 2002
---------------------------------------
M.L. (Chip) Fontenot

/s/ Hugh M. Chapman                         Director                                            May 28, 2002
---------------------------------------
Hugh M. Chapman

/s/ M. Katherine Dwyer                      Director                                            May 28, 2002
---------------------------------------
M. Katherine Dwyer


                                       4
<PAGE>

                Signature                                         Title                             Date
                ---------                                         -----                             ----

/s/ Joseph R. Gladden                       Director                                            May 28, 2002
---------------------------------------
Joseph R. Gladden

/s/ J. Hicks Lanier                         Director                                            May 28, 2002
---------------------------------------
J. Hicks Lanier

/s/ John F. Sorte                           Director                                            May 28, 2002
---------------------------------------
John F. Sorte
</TABLE>













                                       5
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                             Description
-----------                             -----------

4.1        -         Restated Certificate of Incorporation of the Registrant, as
                     currently in effect, incorporated by reference to Exhibit
                     3(a) to the Registration Statement on Form S-4 (Commission
                     File No. 333-59817) filed by the Registrant with the
                     Securities and Exchange Commission on August 4, 1998.

4.2        -         Amended and Restated By-laws of the Registrant, as
                     currently in effect, incorporated by reference to the
                     Post-Effective Amendment No. 1 to Registration Statement on
                     Form S-1 (Commission File No. 33-77726) filed by the
                     Registrant with the Securities and Exchange Commission on
                     May 19, 1994.

4.3        -         Rights Agreement, dated as of May 9, 2001, by and between
                     WestPoint Stevens Inc. and SunTrust Bank, as Rights Agent,
                     including Exhibit A, the form of Summary of Rights, and
                     Exhibit B, the form of Right Certificate, incorporated by
                     reference to the Form 8-K (Commission File No. 0-21496)
                     filed by the Registrant with the Securities and Exchange
                     Commission on May 9, 2001.

23(a)      -         Consent of Ernst & Young LLP.

24         -         Power of Attorney (included as part of this Registration
                     Statement).

--------------------------------




                                       6
[{"type": "S-8", "sequence": "1", "filename": "a5-28wests8.txt", "secsgml_size_bytes": 11683}]
{"company-data": {"conformed-name": "WESTPOINT STEVENS INC", "cik": "0000852952", "assigned-sic": "2390", "irs-number": "363498354", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89232", "film-number": "02663742"}, "business-address": {"street1": "507 W TENTH ST", "city": "WEST POINT", "state": "GA", "zip": "31833", "phone": "7066454000"}, "mail-address": {"street1": "P O BOX 71", "city": "WEST POINT", "state": "GA", "zip": "31833"}, "former-company": {"former-conformed-name": "VALLEY FASHIONS CORP", "date-changed": "19931214"}}
As filed with the Securities and Exchange Commission on May 28, 2002
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                             WESTPOINT STEVENS INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    36-349354
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              507 West Tenth Street
                            West Point, Georgia 31833
                                 (706) 645-4000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

      RETIREMENT SAVINGS VALUE PLAN FOR EMPLOYEES OF WESTPOINT STEVENS INC.

                              (Full Title of Plan)

                              Christopher N. Zodrow
                           Vice President & Secretary
                             WestPoint Stevens Inc.
                              507 West Tenth Street
                            West Point, Georgia 31833
                                 (706) 645-4000

                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                             Howard Chatzinoff, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                            Telephone: (212) 310-8000
                            Facsimile: (212) 310-8007

                                 ---------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of                                       Amount                 Proposed            Proposed            Amount of
Securities to                                  to Be                  Maximum             Maximum             Registration
Be Registered                                  Registered(1)          Offering            Aggregate           Fee
                                                                      Price Per           Offering
                                                                      Share(2)            Price
-----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value $0.01 per    10,000,000             $4.82               $48,200,000         $4,434.40
share
===================================================================================================================================
(1)  This registration statement relates to an additional 10,000,000 shares of
     the Registrant's common stock, granted or to be granted under the
     Registrant's Retirement Savings Value Plan for Employees of WestPoint
     Stevens Inc. This registration statement also covers an indeterminate
     number of shares of common stock that may be issued by reason of stock
     dividends, stock splits or similar transactions in accordance with Rule 416
     under the Securities Act of 1933.
(2)  Computed solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
     upon the average of the high and low prices of the shares of common stock
     of WestPoint Stevens Inc. as quoted on the New York Stock Exchange on May
     24, 2002.
===================================================================================================================================

===================================================================================================================================
NY2:\1155859\04\_rv704!.DOC\80765.0004
EXPLANATORY NOTE

         This Registration Statement of Form S-8 registers 10,000,000 additional
shares of common stock, par value $0.01 per share, of WestPoint Stevens Inc. for
issuance in connection with the Retirement Savings Value Plan for Employees of
WestPoint Stevens Inc. (the "Plan"). The contents of the Registrant's
Registration Statements on Form S-8 relating to the Plan (Registration No.
33-85718 filed with the Securities and Exchange Commission ("SEC") on October
28, 1994, Registration No. 333-32803 filed with the SEC on August 4, 1997 and
Registration No. 333-69209 filed with the SEC on December 18, 1998), including
all exhibits thereto, are hereby incorporated by reference herein.

                                       2
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 Atlanta, State of Georgia, on this 28th day of
May, 2002.

                         WestPoint Stevens Inc.

                         By:    /s/ Holcombe T. Green
                            ---------------------------------------
                             Name:  Holcombe T. Green, Jr.
                             Title: Chairman of the Board and Chief
                                    Executive Officer

                                       3
POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christopher N. Zodrow and M.
Clayton Humphries, Jr., and each of them, his/her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign any and all 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/she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his/her 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 Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                         Title                             Date
                ---------                                         -----                             ----
Chief Executive Officer and Chairman of the Board   May 28, 2002
/s/ Holcombe T. Green                       of Directors (principal executive officer)
---------------------------------------
Holcombe T. Green, Jr.

                                            Senior Vice President - Finance and Chief           May 28, 2002
/s/ Lester D. Sears                         Financial Officer (principal financial officer)
---------------------------------------
Lester D. Sears

                                            Senior Vice President and Controller (principal     May 28, 2002
/s/ J. Nelson Griffith                      accounting officer)
---------------------------------------
J. Nelson Griffith

/s/ M.L. (Chip) Fontenot                    Director, President and Chief Operating Officer     May 28, 2002
---------------------------------------
M.L. (Chip) Fontenot

/s/ Hugh M. Chapman                         Director                                            May 28, 2002
---------------------------------------
Hugh M. Chapman

/s/ M. Katherine Dwyer                      Director                                            May 28, 2002
---------------------------------------
M. Katherine Dwyer

                                       4
Signature                                         Title                             Date
                ---------                                         -----                             ----

/s/ Joseph R. Gladden                       Director                                            May 28, 2002
---------------------------------------
Joseph R. Gladden

/s/ J. Hicks Lanier                         Director                                            May 28, 2002
---------------------------------------
J. Hicks Lanier

/s/ John F. Sorte                           Director                                            May 28, 2002
---------------------------------------
John F. Sorte
5
EXHIBIT INDEX

Exhibit No.                             Description
-----------                             -----------

4.1        -         Restated Certificate of Incorporation of the Registrant, as
                     currently in effect, incorporated by reference to Exhibit
                     3(a) to the Registration Statement on Form S-4 (Commission
                     File No. 333-59817) filed by the Registrant with the
                     Securities and Exchange Commission on August 4, 1998.

4.2        -         Amended and Restated By-laws of the Registrant, as
                     currently in effect, incorporated by reference to the
                     Post-Effective Amendment No. 1 to Registration Statement on
                     Form S-1 (Commission File No. 33-77726) filed by the
                     Registrant with the Securities and Exchange Commission on
                     May 19, 1994.

4.3        -         Rights Agreement, dated as of May 9, 2001, by and between
                     WestPoint Stevens Inc. and SunTrust Bank, as Rights Agent,
                     including Exhibit A, the form of Summary of Rights, and
                     Exhibit B, the form of Right Certificate, incorporated by
                     reference to the Form 8-K (Commission File No. 0-21496)
                     filed by the Registrant with the Securities and Exchange
                     Commission on May 9, 2001.

23(a)      -         Consent of Ernst & Young LLP.

24         -         Power of Attorney (included as part of this Registration
                     Statement).

--------------------------------

                                       6