As filed with the Securities and Exchange Commission on September 24, 2004

Registration No.  333-___________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

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

THE TALBOTS, INC.
(Exact name of registrant as specified in its charter)

Delaware	41-1111318
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Talbots Drive
Hingham, Massachusetts 02043
(Address of Principal Executive Offices)

THE TALBOTS, INC. DIRECTORS DEFERRED COMPENSATION PLAN
(Full Title of the Plan)

Edward L. Larsen
The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
(781) 741-7600
(Name, Address, and Telephone Number of Agent For Service)

With a Copy to:
Warren J. Casey, Esq.
Pitney Hardin LLP
P.O. Box 1945
Morristown, New Jersey 07962-1945
(973) 966-6300

______________________________

CALCULATION OF REGISTRATION FEE

Title Of Securities
To Be Registered Amount
To Be
Registered Proposed Maximum
Offering Price
Per Share Proposed Maximum
Aggregate Offering
Price Amount Of
Registration Fee
(2)

Deferred
Compensation
Obligations (1) N/A N/A N/A $701.61

_________________

(1) The deferred compensation obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Registrant’s Directors Deferred Compensation Plan (the “Plan”).

(2) Based upon estimated obligations in the amount of $5,537,600, which estimate is used solely for the purpose of calculating the registration fee.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents 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 filed by the Registrant with the Commission are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended January 31, 2004, filed on April 22, 2004.

(b) The Registrant’s Proxy Statement in connection with its 2004 Annual Meeting of Shareholders, filed on April 22, 2004.

(c) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2004, filed on June 9, 2004.

(d) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 filed on September 8, 2004.

(e) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual report.

(f) The description of the Registrant’s Common Stock, $0.01 par value, contained in the Registrant’s Registration Statement on Form S-1 (No. 33-69082), which Registration Statement became effective November 18, 1993.

                         All documents (other than information “furnished” with a Current Report on Form 8-K which is not incorporated herein by reference) filed by the Registrant after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 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 have been sold or which deregisters all securities then remaining unsold, hereby are incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document 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 superseded, to constitute a part of this Registration Statement.

ITEM  4. Description of Securities

Not applicable.

ITEM 5. Interests of Named Experts and Counsel

None.

ITEM  6. Indemnification of Directors and Officers

                         Section 145 of the Delaware General Corporation Act permits the Registrant to indemnify officers, directors or employees against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement in connection with legal proceedings “if [as to any officer, director or employee] he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal act or proceeding, had no reasonable cause to believe his conduct was unlawful,” provided that with respect to actions by, or in the right of, the corporation against, such individuals, indemnification is not permitted as to any matter as to which such person “shall have been adjudged to be liable to the corporation, unless, and only to the extent that, the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.” Individuals who are successful in the defense of such action are entitled to indemnity for such expenses reasonably incurred in connection therewith.

                         Section 6.4 of Article VI of the By-laws of the Registrant provides in effect that the Registrant shall indemnify its directors, officers and employees to the extent permitted by Section 145 of the General Corporation Law of the State of Delaware.

                         The employment agreements between the Registrant and each of Arnold B. Zetcher and Harold B. Bosworth provide for indemnification.

                         A policy of directors’ and officers’ liability insurance is maintained by the Registrant which indemnifies directors and officers for losses as a result of claims based upon certain acts or omissions as directors and officers of the Registrant.

ITEM 7. Exemption from Registration Claimed

Not applicable.

ITEM 8. Exhibits

5 Opinion of Pitney Hardin LLP

23.1 Consent of Independent Registered Public Accounting Firm

23.2 Consent of Pitney Hardin LLP (included in Exhibit 5 hereto)

24 Power of Attorney (set forth on signature page of the Registration Statement)

ITEM 9. Undertakings

1. 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 to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.  

        (b)    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.  

        (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.  

2. 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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

3. 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 Securities and Exchange 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 of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the Town of Hingham, State of Massachusetts, on this 24th day of September, 2004.

THE TALBOTS, INC.


By:      EDWARD L. LARSEN
——————————————
Name:  Edward L. Larsen
Title:    Senior Vice President, Finance,
             Chief Financial Officer and Treasurer
             (Principal Financial Officer and
             Principal Accounting Officer)

POWER OF ATTORNEY

                         Each person whose signature to the Registration Statement appears below hereby appoints Edward L. Larsen and Richard T. O’Connell, Jr., and each individually, as his attorney-in-fact to sign on his behalf individually and in the capacity stated below and to file all subsequent amendments to the Registration Statement, which amendments may make such changes and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.

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        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

ARNOLD B. ZETCHER
——————————
Arnold B. Zetcher Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer) September 22, 2004

EDWARD L. LARSEN
——————————
Edward L. Larsen Senior Vice President, Finance
Chief Financial Officer and
Treasurer (Principal Financial Officer
and Principal Accounting Officer) September 22, 2004

JOHN W. GLEESON
——————————
John W. Gleeson Director September 22, 2004

ELIZABETH T. KENNAN
——————————
Elizabeth T. Kennan Director September 22, 2004

——————————
Yoichi Kimura Director

——————————
Motoya Okada Director

GARY M. PFEIFFER
——————————
Gary M. Pfeiffer Director September 22, 2004

SUSAN M. SWAIN
——————————
Susan M. Swain Director September 22, 2004

——————————
Toshiji Tokiwa Director

ISAO TSURUTA
——————————
Isao Tsuruta Director September 22, 2004

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EXHIBIT INDEX

Exhibit No. Description

5 Opinion of Pitney Hardin LLP

23.1 Consent of Independent Registered Public Accounting Firm

23.2 Consent of Pitney Hardin LLP (included in Exhibit 5 hereto)

24 Power of Attorney (set forth on signature page of the Registration Statement)

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