Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
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1. Name and Address of Reporting Person* Soderholm          Bruce          C.	2. Issuer Name and Ticker or Trading Symbol The Talbots, Inc.  (“TLB”)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [_]    Director                    [_]     10% Owner [X]    Officer (give             [_]    Other (specify                   title below)                     below) Senior Vice President, Operations
(Last)             (First)            (Middle) c/o The Talbots, Inc. One Talbots Drive	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 02/10/03
(Street) Hingham,           MA           02043		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) [X]  Form filed by One Reporting Person [_] Form filed by More than One Reporting Person
(City)             (State)             (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (mm/dd/yy)	2A. Deemed Execution Date, if any (mm/dd/yy)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	2/10/03		F		3,415	D	$25.38	12,794	D(1)
Common Stock, par value $0.01 per share								100	I	By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (1)     On February 10, 2003, 3,415 shares were withheld to satisfy tax obligation upon vesting of restricted stock pursuant to The Talbots, Inc. 1993 Executive Stock Based Incentive Plan (the “Plan”), which is a Rule 16b-3 plan.
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FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr.3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/ Year)

3A. Deemed Execution Date (Month/Day/ Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of(D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9.Number of Deriv- ative Secur- ities Bene- ficially Owned Follow- ing Reported Trans- action(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Benefi- cial Owner- ship (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	WARREN J. CASEY **Signature of Reporting Person Warren J. Casey, as Attorney-in-Fact	February 12, 2003   Date
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