8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   February 9, 2006

THE TALBOTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12552	41-1111318
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

One Talbots Drive, Hingham, Massachusetts	02043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (781) 749-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1 Letter Agreement concerning credit facilities between HSBC and Talbots dated February 2, 2006

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Renewal of Banking Facilities

     The Talbots, Inc. (“Talbots”) and The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) entered into an annual renewal of its banking facility on February 9, 2006. The facility provides for the issuance of letters of credit for periods up to six months, with validity period for up to one year, to finance the import of general merchandise. The amount of the facility is $100,000,000. The prior agreement also provided for the issuance of letters of credit for periods up to six months, with validity period for up to one year, to finance the import of general merchandise, in the amount of $100,000,000. HSBC has an overriding right of suspension, withdrawal and repayment on demand, including the right to call for cash cover on demand for prospective and contingent liabilities. The facility is subject to review at any time and, in any event by September 15, 2006. The foregoing summary is subject in all respects to the actual terms of the annual renewal, a copy of which is attached as Exhibit 99.1 to the Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Letter Agreement concerning credit facilities between HSBC and Talbots dated February 2, 2006.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE TALBOTS, INC.
Date February 10, 2006	By:  /s/ Carol Stone
	Name:	Carol Stone
	Title:	Vice President, Corporate Controller

EX-99.1

Exhibit 99.1

Ref : Corporate, Investment Banking and Markets — Retail & Distribution Sector (Level 18) (CARM Serial No.050908)

Confidential
The Talbots Inc
175 Beat Street
Hingham MA 02043-9982
USA	2 February 2006

Attention:	Mr Edward L Larsen
	Chief Financial Officer and Treasurer

Dear Mr Larsen

BANKING FACILITY
ACCOUNT 511-656019

We are pleased to advise that we have reviewed your banking facility and offer the following renewal limit within the following terms and conditions. This facility is also subject to review at any time and, in any event by 15 September 2006 and subject to our overriding right of suspension, withdrawal and repayment on demand, including the right to call for cash cover on demand for prospective and contingent liabilities.

Uncommitted Import Letter of Credit Facility

LC Issuing Bank	:	The Hongkong and Shanghai Banking Corporation Limited
Borrower / LC Applicant	:	The Talbots Inc
Facility Amount	:	USD100,000,000.-
Purpose	:	For the issuance of Letters of Credit (LC) at sight or with usance periods up to 6 months, with validity period up to 1 year to finance the import of general merchandise.
Pricing	:	For account of LC Applicant:
		-	LC Issuance : Nil
		-	Amendment : Nil
		For account of LC Beneficiary:
		-	Payment of documents under usance LC : 0.5% per annum
Documentation	:	1.	Facsimile Indemnity Letter
		2.	Continuing Commercial Letter of Credit and Security Agreement dated 15 May 1996 together with amendment letter dated 19 July 1999
		3.	Letter of Credit Discrepancy Waiver dated 11 December 1996
		4.	Certified copy of Corporate Banking Resolution from The Talbots Inc dated 31 May 1996

The Hongkong and Shanghai Banking Corporation Limited
Hong Kong Main Office: 1 Queen’s Road Central, Hong Kong
Tel: 2822 1111    Fax:
Telex: 73205 hsbc hx Telegrams: Hongbank Hongkong

The Talbots Inc 2 February 2006

5. By-Laws of The Talbots Inc

Reporting
Requirement	:	10Q and 10K within 90 days of period end

We may, at our sole and absolute discretion, refuse to allow drawings under the facility if the transaction in question does not meet our operational requirements in respect of this facility.

Disclosure of Information

Unless expressed in writing from you to the contrary, we may provide any information relating to any of your accounts with us and any facilities we may provide you from time to time or their conduct or any other information concerning your relationship with us to any other company or office which at the relevant time belongs to or is part of the HSBC Group.

Section 83 of the Banking Ordinance

Please note that Section 83 of the Banking Ordinance has imposed on us as a bank certain limitations on advances to persons related to our directors or employees. In acknowledging this Facility Letter you should advise us whether you are in any way related to any of our directors or employees within the meaning of Section 83 and in the absence of such advice we will assume that you are not so related. We would also ask, should you become so related subsequent to acknowledging this Facility Letter, that you immediately advise us in writing.

Please arrange for the authorised signatories of your company, in accordance with the terms of the mandate given to the bank, to sign and return to us the duplicate copy of this letter to signify your confirmation as to the correctness and validity of all the documentation listed above and your continued understanding and acceptance of the terms and conditions under which this facility is granted.

These facilities will remain open for acceptance until the close of business on 2 March 2006 and if not accepted by that date will be deemed to have lapsed.

We are pleased to be of continued assistance.

Yours faithfully	Accepted by:
/s/ Peter Che	/s/ Edward L. Larsen
Peter Che
Regional Relationship Manager