Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               Bailey Corporation
- --------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

       Delaware                                           13-3229215
- --------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

   700 Lafayette Road, P.O. Box 307, Seabrook, New Hampshire    03874
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

LETTER AGREEMENTS BETWEEN  THE REGISTRANT AND  CERTAIN INDIVIDUALS DATED OCTOBER
 6, 1995 (63 SEPARATE EMPLOYEE BENEFIT PLANS)
LETTER AGREEMENT BETWEEN THE REGISTRANT AND ROBERT DUTEAU DATED NOVEMBER 14,1995
LETTER AGREEMENT BETWEEN THE REGISTRANT AND JON SCHOPF DATED NOVEMBER 23, 1995
LETTER AGREEMENT BETWEEN THE REGISTRANT AND ANTHONY A. MARTINO DATED JANUARY 12,
1996
                            (Full title of the plans)

                                Roger R. Phillips
                      President and Chief Executive Officer
                               Bailey Corporation
                        700 Lafayette Road, P.O. Box 307
                          Seabrook, New Hampshire 03874
                                 (603) 474-3011
- --------------------------------------------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                           David A. Broadwin, Esquire
                               Foley, Hoag & Eliot
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
- --------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
Title of                          Proposed           Maximum
Securities        Amount          Maximum            Aggregate      Amount of
to be             to be           Offering Price     Offering       Registration
Registered        Registered      Per Share          Price          Fee
- --------------------------------------------------------------------------------
Common Stock      536,600         $4.76 (2)          $2,554,216 (2) $881 (2)
(par value $0.10) shares(1)
- --------------------------------------------------------------------------------
(1)      Represents  shares  issuable upon exercise of stock options  granted to
         certain employees of and consultants to the Registrant  pursuant to the
         above  listed  letter  agreements   between  the  Registrant  and  such
         employees and consultants.

(2)      Calculated  pursuant to Rule 457(h) based on the exercise price of such
         options outstanding at June 20, 1996.






                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT





ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

         (a)   the Company's  Annual Report on Form 10-K for the year ended July
30, 1995, File No. 1-9411;

         (b)   the Company's Quarterly Report on Form 10-Q for the quarter ended
October 29, 1995, File No. 1-9411;

         (c)   the Company's Quarterly Report on Form 10-Q for the quarter ended
January 28, 1996, file No. 1-9411;

         (d)   the Company's Quarterly Report on Form 10-Q for the quarter ended
April 28, 1996, file No. 1-9411;

         (e)   the  Company's   Current  Report  on  Form  8-K  filed  with  the
Commission on June 20, 1996;

         (f)   the  Company's   Current  Report  on  Form  8-K  filed  with  the
Commission on October 2, 1995;

         (g)   the Company's  Registration  Statement on Form 8-A filed with the
Commission on October 2, 1995, as amended by Amendment No. 1 on Form 8-A/A filed
with the Commission on June 20, 1996; and

         (h)   the  description of the Company's  Common Stock  contained in the
Registration  Statement on Form 8-A dated February 5, 1987,  filed under Section
12 of the  Securities  Exchange Act of 1934,  including  any amendment or report
filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 part hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-1






ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities  registered  hereby is being passed upon
for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware  General  Corporation Law provides that any
person  made a  party,  or  threatened  to be made a party,  to any  threatened,
pending or completed  action by reason of the fact that he is or was a director,
officer,  employee or agent of the Company  may and, in certain  cases,  must be
indemnified  by the Company  against,  in the case of a  non-derivative  action,
judgments,  fines, amounts paid in settlement and expenses (including attorney's
fees) reasonably  incurred by him as a result of such action, and in the case of
a derivative action, against reasonable expenses (including attorneys' fees), if
in either  type of action he acted in good  faith and in a manner he  reasonably
believed  to be in or not opposed to the best  interests  of the  Company.  This
indemnification does not apply, in the case of derivative actions, to matters as
to which it is adjudged that the director,  officer, employee or agent is liable
to the  Company,  unless upon court order it is  determined  that,  despite such
adjudication of liability,  but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for expenses;  and in the case of
non-derivative  actions,  to any  criminal  proceeding  in which  the  director,
officer,  employee  or agent had  reasonable  cause to believe  his  conduct was
unlawful.

         Article Ninth,  Section 1 of the  Registrant's  Amended  Certificate of
Incorporation in effect provides that the Registrant shall indemnify each person
whom it has the power to indemnify  under  Section 145 of the  Delaware  General
Corporation Law to the fullest extent permitted by said section.

         Article Ninth,  Section 2 of the  Registrant's  Amended  Certificate of
Incorporation  provides  that, to the fullest  extent  permitted by the Delaware
Corporation Law, no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a  director,  except  (i) for  any  breach  of the  duty  of  loyalty  to the
Registrant or to its stockholders; (ii) for acts or omissions not


                                      II-2





in good faith or which involve  intentional  misconduct or knowing  violation of
law,  (iii) for any  transaction  from which the  director  derived an  improper
personal   benefit  and  (iv)  liability  under  Section  174  of  the  Delaware
Corporation Law relating to certain  unlawful  dividends and stock purchases and
redemptions.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

 5.1          Opinion of Counsel

23.1          Consent of Independent Accountants

23.2          Consent of Counsel (included in Exhibit 5.1)

24.1          Power of Attorney (contained on the signature
              page)

ITEM 9.  UNDERTAKINGS.

           1. 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 Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           2.   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:

                           (i)   To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;



                                      II-3





                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement; and

                           (iii)  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;

provided,  however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference herein.

                  (b) That, for the purpose 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 herein,
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.

           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


                                      II-4





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.

        

                                      II-5





                                   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 Seabrook,  New Hampshire,  on this 20th day of June,
1996.

                                              BAILEY CORPORATION


                                              By:/s/Roger R. Phillips
                                                ------------------------------
                                                 Roger R. Phillips
                                                 President and Chief Executive
                                                   Officer


                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS that each  individual  whose signature
appears below constitutes and appoints Roger R. Phillips, Leonard J. Heilman and
David A. Broadwin,  and each of them, his true and lawful  attorneys-in-fact and
agents  with full  power of  substitution,  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 all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and  thing  which he may deem  necessary  or  advisable  to be done in
connection  with  this  Registration  Statement,  as  fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents or any of them,  or any  substitute  or
substitutes  for any or all of  them,  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 dates indicated.

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

/s/Roger R. Phillips          Chairman of the               June 20, 1996
- --------------------            Board, President,   
Roger R. Phillips               Chief Executive     
                                Officer and         
                                Secretary (Principal
                                Executive Officer)  
                                 


                                      II-6






/s/Leonard J. Heilman       Executive Vice President      June 20, 1996
- ---------------------         Finance and Administra- 
Leonard J. Heilman            tion, Treasurer and      
                              Assistant Secretary      
                              (Principal Financial     
                              and Accounting Officer)  
                               


/s/E. Gordon Young          Director                      June 20, 1996
- ----------------------
E. Gordon Young



/s/Louis T. Enos            Director                      June 20, 1996
- ----------------------
Louis T. Enos



/s/Allan B. Freedman        Director                      June 20, 1996
- ----------------------
Allan B. Freedman



/s/John G. Owens            Director                      June 20, 1996
- ----------------------
John G. Owens



/s/William A. Taylor        Director                      June 20, 1996
- ----------------------
William A. Taylor



                                      II-7




                                  EXHIBIT INDEX

Exhibit
  No.             Description                                               Page
  ---             -----------                                               ----
 5.1              Opinion of Counsel

23.1              Consent of Independent Accountants

23.2              Consent of Counsel (included in Exhibit 5.1)

24.1              Power of Attorney (contained on the signature
                  page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17279}]
{"company-data": {"conformed-name": "BAILEY CORP", "cik": "0000753237", "assigned-sic": "3714", "irs-number": "133229215", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06393", "film-number": "96583459"}, "business-address": {"street1": "700 LAFAYETTE RD", "street2": "P O BOX 307", "city": "SEABROOK", "state": "NH", "zip": "03874", "phone": "6034743011"}, "mail-address": {"street2": "700 LAFAYETTE RD", "city": "SEABROOK", "state": "NH", "zip": "03874"}, "former-company": {"former-conformed-name": "EDUTECH VENTURES INC", "date-changed": "19860205"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               Bailey Corporation
- --------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

       Delaware                                           13-3229215
- --------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

   700 Lafayette Road, P.O. Box 307, Seabrook, New Hampshire    03874
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

LETTER AGREEMENTS BETWEEN  THE REGISTRANT AND  CERTAIN INDIVIDUALS DATED OCTOBER
 6, 1995 (63 SEPARATE EMPLOYEE BENEFIT PLANS)
LETTER AGREEMENT BETWEEN THE REGISTRANT AND ROBERT DUTEAU DATED NOVEMBER 14,1995
LETTER AGREEMENT BETWEEN THE REGISTRANT AND JON SCHOPF DATED NOVEMBER 23, 1995
LETTER AGREEMENT BETWEEN THE REGISTRANT AND ANTHONY A. MARTINO DATED JANUARY 12,
1996
                            (Full title of the plans)

                                Roger R. Phillips
                      President and Chief Executive Officer
                               Bailey Corporation
                        700 Lafayette Road, P.O. Box 307
                          Seabrook, New Hampshire 03874
                                 (603) 474-3011
- --------------------------------------------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                           David A. Broadwin, Esquire
                               Foley, Hoag & Eliot
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
- --------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
Title of                          Proposed           Maximum
Securities        Amount          Maximum            Aggregate      Amount of
to be             to be           Offering Price     Offering       Registration
Registered        Registered      Per Share          Price          Fee
- --------------------------------------------------------------------------------
Common Stock      536,600         $4.76 (2)          $2,554,216 (2) $881 (2)
(par value $0.10) shares(1)
- --------------------------------------------------------------------------------
(1)      Represents  shares  issuable upon exercise of stock options  granted to
         certain employees of and consultants to the Registrant  pursuant to the
         above  listed  letter  agreements   between  the  Registrant  and  such
         employees and consultants.

(2)      Calculated  pursuant to Rule 457(h) based on the exercise price of such
         options outstanding at June 20, 1996.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

         (a)   the Company's  Annual Report on Form 10-K for the year ended July
30, 1995, File No. 1-9411;

         (b)   the Company's Quarterly Report on Form 10-Q for the quarter ended
October 29, 1995, File No. 1-9411;

         (c)   the Company's Quarterly Report on Form 10-Q for the quarter ended
January 28, 1996, file No. 1-9411;

         (d)   the Company's Quarterly Report on Form 10-Q for the quarter ended
April 28, 1996, file No. 1-9411;

         (e)   the  Company's   Current  Report  on  Form  8-K  filed  with  the
Commission on June 20, 1996;

         (f)   the  Company's   Current  Report  on  Form  8-K  filed  with  the
Commission on October 2, 1995;

         (g)   the Company's  Registration  Statement on Form 8-A filed with the
Commission on October 2, 1995, as amended by Amendment No. 1 on Form 8-A/A filed
with the Commission on June 20, 1996; and

         (h)   the  description of the Company's  Common Stock  contained in the
Registration  Statement on Form 8-A dated February 5, 1987,  filed under Section
12 of the  Securities  Exchange Act of 1934,  including  any amendment or report
filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-1

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities  registered  hereby is being passed upon
for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware  General  Corporation Law provides that any
person  made a  party,  or  threatened  to be made a party,  to any  threatened,
pending or completed  action by reason of the fact that he is or was a director,
officer,  employee or agent of the Company  may and, in certain  cases,  must be
indemnified  by the Company  against,  in the case of a  non-derivative  action,
judgments,  fines, amounts paid in settlement and expenses (including attorney's
fees) reasonably  incurred by him as a result of such action, and in the case of
a derivative action, against reasonable expenses (including attorneys' fees), if
in either  type of action he acted in good  faith and in a manner he  reasonably
believed  to be in or not opposed to the best  interests  of the  Company.  This
indemnification does not apply, in the case of derivative actions, to matters as
to which it is adjudged that the director,  officer, employee or agent is liable
to the  Company,  unless upon court order it is  determined  that,  despite such
adjudication of liability,  but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for expenses;  and in the case of
non-derivative  actions,  to any  criminal  proceeding  in which  the  director,
officer,  employee  or agent had  reasonable  cause to believe  his  conduct was
unlawful.

         Article Ninth,  Section 1 of the  Registrant's  Amended  Certificate of
Incorporation in effect provides that the Registrant shall indemnify each person
whom it has the power to indemnify  under  Section 145 of the  Delaware  General
Corporation Law to the fullest extent permitted by said section.

         Article Ninth,  Section 2 of the  Registrant's  Amended  Certificate of
Incorporation  provides  that, to the fullest  extent  permitted by the Delaware
Corporation Law, no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a  director,  except  (i) for  any  breach  of the  duty  of  loyalty  to the
Registrant or to its stockholders; (ii) for acts or omissions not

                                      II-2

in good faith or which involve  intentional  misconduct or knowing  violation of
law,  (iii) for any  transaction  from which the  director  derived an  improper
personal   benefit  and  (iv)  liability  under  Section  174  of  the  Delaware
Corporation Law relating to certain  unlawful  dividends and stock purchases and
redemptions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

 5.1          Opinion of Counsel

23.1          Consent of Independent Accountants

23.2          Consent of Counsel (included in Exhibit 5.1)

24.1          Power of Attorney (contained on the signature
              page)

ITEM 9.  UNDERTAKINGS.

           1. 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 Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           2.   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:

                           (i)   To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                                      II-3

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement; and

                           (iii)  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;

provided,  however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference herein.

                  (b) That, for the purpose 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 herein,
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.

           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

                                      II-4

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.

        

                                      II-5

                                   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 Seabrook,  New Hampshire,  on this 20th day of June,
1996.

                                              BAILEY CORPORATION

                                              By:/s/Roger R. Phillips
                                                ------------------------------
                                                 Roger R. Phillips
                                                 President and Chief Executive
                                                   Officer

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS that each  individual  whose signature
appears below constitutes and appoints Roger R. Phillips, Leonard J. Heilman and
David A. Broadwin,  and each of them, his true and lawful  attorneys-in-fact and
agents  with full  power of  substitution,  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 all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and  thing  which he may deem  necessary  or  advisable  to be done in
connection  with  this  Registration  Statement,  as  fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents or any of them,  or any  substitute  or
substitutes  for any or all of  them,  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 dates indicated.

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

/s/Roger R. Phillips          Chairman of the               June 20, 1996
- --------------------            Board, President,   
Roger R. Phillips               Chief Executive     
                                Officer and         
                                Secretary (Principal
                                Executive Officer)  
                                 

                                      II-6

/s/Leonard J. Heilman       Executive Vice President      June 20, 1996
- ---------------------         Finance and Administra- 
Leonard J. Heilman            tion, Treasurer and      
                              Assistant Secretary      
                              (Principal Financial     
                              and Accounting Officer)  
                               

/s/E. Gordon Young          Director                      June 20, 1996
- ----------------------
E. Gordon Young

/s/Louis T. Enos            Director                      June 20, 1996
- ----------------------
Louis T. Enos

/s/Allan B. Freedman        Director                      June 20, 1996
- ----------------------
Allan B. Freedman

/s/John G. Owens            Director                      June 20, 1996
- ----------------------
John G. Owens

/s/William A. Taylor        Director                      June 20, 1996
- ----------------------
William A. Taylor

                                      II-7

                                  EXHIBIT INDEX

Exhibit
  No.             Description                                               Page
  ---             -----------                                               ----
 5.1              Opinion of Counsel

23.1              Consent of Independent Accountants

23.2              Consent of Counsel (included in Exhibit 5.1)

24.1              Power of Attorney (contained on the signature
                  page)