<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A
         (MARK ONE)
  [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the fiscal year ended December 31, 1996

                                       OR

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period for              to 
                                       -------------   ---------------

                           COMMISSION FILE NO. 0-21496

                             WESTPOINT STEVENS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                            36-3498354
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                             identification no.)

                507 WEST TENTH STREET, WEST POINT, GEORGIA 31833
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (706) 645-4000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE.

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                                       Name of each exchange
   Title of each class                                  on which registered
   -------------------                                  -------------------
Common Stock, $.01 par value                                   NASDAQ

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes  X   No
                                                 -----   -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to be
the best of the Registrant's knowledge, in definitive proxy or information
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $607,550,895 at February 3, 1997. The number of
shares of Common Stock outstanding at February 3, 1997, was 30,916,288.

                  APPLICABLE ONLY TO REGISTRANTS INVOLVED IN A
             BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.        Yes  X    No
                                -----    -----

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the registrant's definitive proxy statement to be mailed to
stockholders in connection with the registrant's May 14, 1997 Annual Meeting of
Stockholders are incorporated by reference into Part III hereof.

==============================================================================
<PAGE>   2

          Item 6. Selected Financial Data

          The selected historical financial data presented below for 1996, 1995
          and 1994 were derived from the Audited Consolidated Financial
          Statements of the Company and its subsidiaries for the years ended
          December 31, 1996, 1995 and 1994 (the "Consolidated Financial
          Statements"), and should be read in conjunction therewith, including
          the notes thereto and the other financial information included
          elsewhere herein. Information for periods subsequent to September 30,
          1992 was prepared under the principles of "Fresh Start" reporting and
          is not comparable to the information for prior periods. Accordingly, a
          bold vertical line has been used to separate such information. The
          statement of operations data reflect the discontinuance of all
          operations other than Home Fashions and the Alamac Knits Subsidiary.

<TABLE>
<CAPTION>
                                                                                                                                   
                                                             YEAR ENDED                              THREE                NINE     
                                                            DECEMBER 31,                          MONTHS ENDED        MONTHS ENDED 
                                         ------------------------------------------------         DECEMBER 31,        SEPTEMBER 30,
                                           1996         1995         1994         1993(1)             1992               1992 (2)
                                         ------------------------------------------------         ------------        -------------
  (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                      <C>         <C>           <C>          <C>                 <C>                   <C>     
STATEMENT OF
   OPERATIONS DATA:
Net sales                                $1,723.8    $1,649.9      $1,596.8     $1,501.0            $394.0                $1,102.1
Gross earnings                              397.9       384.0         368.0        355.3              90.0                   255.6
Operating earnings (loss)(3)                195.6         5.0         (65.8)      (258.4)              9.3                    87.5
Interest expense                            102.4       101.3         102.1         98.2              30.7                   177.9
Income (loss) from
    operations before income
    tax expense (benefit) and
    extraordinary items                      90.4       (99.4)       (180.8)      (372.8)            (21.7)                 (704.7)
Income (loss) from
    operations before
    extraordinary items                      57.7      (129.8)       (203.4)      (321.6)            (25.2)                 (728.9)

Net income (loss)                            57.7      (129.8)       (203.4)      (402.3)            (25.2)                  422.6

Net income (loss) per common share(4)        1.81       (3.97)        (6.02)      (12.55)            (0.87)                    -

Weighted average shares outstanding          31.8        32.7          33.8         32.1              29.1
</TABLE>

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                        ----------------------------------------------------------------------
                                          1996           1995            1994           1993           1992(2)
                                        --------       --------        --------       --------       ---------
(IN MILLIONS)
<S>                                     <C>            <C>             <C>            <C>            <C>     
BALANCE SHEET DATA:
Total assets                            $1,157.0       $1,143.0        $1,270.2       $1,512.9       $1,979.9
Working capital (deficiency)(5)            140.9          115.7           122.7          159.7         (646.4)
Total debt                               1,099.0        1,148.0         1,083.0        1,112.5        1,088.5
Stockholders' equity (deficit)            (450.4)        (505.9)         (337.2)        (140.3)         232.0
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                                  
                                                             YEAR ENDED                           THREE                  NINE     
                                                             DECEMBER 31,                      MONTHS ENDED          MONTHS ENDED 
                                         -----------------------------------------------       DECEMBER 31,          SEPTEMBER 30,
     (IN MILLIONS, EXCEPT RATIOS)          1996         1995         1994       1993(1)           1992                  1992(2)
                                         -----------------------------------------------  --------------------      --------------
<S>                                         <C>         <C>         <C>          <C>              <C>                      <C>   
OTHER DATA: 
Depreciation and amortization(6)            $77.0       $80.4       $ 86.2       $ 82.8           $ 22.7                   $ 84.5
Amortization of excess reorganization
    value (2)                                   -       177.7        236.9        221.6             31.9                        -
Restructuring expense                           -           -            -        200.0                - 
Reorganization expense                          -           -            -            -                -                    612.5
Capital expenditures                         99.9       102.2        109.0         89.0             16.2                     36.3
Operating earnings before amortization
    of excess reorganization value,
    goodwill amortization and
    restructuring expense(7)                195.6       182.7        171.1        163.2             41.1                    107.6
Operating margin before amortization
    of excess reorganization value,
    goodwill amortization and
    restructuring expense(8)                 11.3%       11.1%        10.7%        10.9%            10.4%                     9.8%
</TABLE>


                        See footnotes on following page.

<PAGE>   3

(1)The results for the year ended December 31, 1993 include restructuring
expense of $200 million ($117.8 million after minority interest and income
taxes). The charge related to (a) the closing and consolidation of certain
facilities; (b) the write-off of certain equipment; and (c) severance,
outplacement and other costs associated with plant closures and overhead
reductions.

(2)Upon the consummation of a "prepackaged" plan of reorganization, the Company
established a new basis of accounting ("Fresh Start"). In Fresh Start reporting,
the Company's assets and liabilities were evaluated and stated at their fair
values as of September 30, 1992. The resulting adjustments to the Company's
consolidated assets and liabilities, primarily reflecting reorganization
expenses of approximately $612.5 million and an extraordinary gain on debt
discharge of approximately $1,142 million, increased the Company's stockholders'
equity by approximately $1,800 million. The total reorganization value of the
Company was based on management's estimate of the fair value of the Company's
debt and Common Stock. These estimates resulted in management's estimated
reorganization value of approximately $1 billion, of which the Excess
Reorganization Value was $637.5 million.

(3)Operating earnings (loss) for the year ended December 31, 1995 includes
amortization of excess reorganization value of $177.7 million, for the year
ended December 31, 1994 includes amortization of excess reorganization value of
$236.9 million, for the year ended December 31, 1993 includes restructuring
expense of $200 million, amortization of excess reorganization value of $221.6
million and, for the three months ended December 31, 1992 includes amortization
of excess reorganization value of $31.9 million.

(4)Per share amounts for periods prior to October 1, 1992, have not been
presented because they are not meaningful due to the implementation of "Fresh
Start" reporting.

(5)Working capital (deficiency) for the years ended December 31, 1996, 1995,
1994, 1993 and 1992 includes the current portion of bank indebtedness and other
long-term debt of $24.0 million, $73.0 million, $48.0 million, $18.0 million,
and $998.1 million, respectively.

(6)Excludes amortization of excess reorganization value.

(7)Such amounts are presented to facilitate comparisons between periods since
there were no charges in the 1996 period for amortization of excess
reorganization value, goodwill amortization or restructuring expense.

(8)Operating margin before amortization of excess reorganization value, goodwill
amortization and restructuring expense represents operating earnings before
amortization of excess reorganization value, goodwill amortization and
restructuring expense as a percentage of net sales for the periods presented.



<PAGE>   4


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  FINANCIAL STATEMENTS AND SCHEDULES

        FINANCIAL STATEMENTS.

        Consolidated Financial Statements for the three years ended December 31,
1996.

<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
              <S>                                                                                         <C>
              Report of Ernst & Young LLP,  Independent Auditors........................................     18
              Consolidated Balance Sheets...............................................................  19-20
              Consolidated Statements of Operations . . . . . . . . . . ................................     21
              Consolidated Statements of Stockholders' Equity (Deficit).................................     22
              Consolidated Statements of Cash Flows.....................................................     23
              Notes to Consolidated Financial Statements................................................  24-37
</TABLE>

All financial statements required to be filed as part of this Annual Report on
Form 10-K are filed under "Item 8. Financial Statements and Supplementary Data."

FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
              <S>                                                                                            <C>
              Schedule II -- Valuation and Qualifying Accounts..........................................     44
</TABLE>

Note: All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore, have
been omitted.

(b) REPORTS ON FORM 8-K

The Company did not file any reports on Form 8-K during the quarter ended
December 31, 1996.


EXHIBITS

<TABLE>
<CAPTION>
        EXHIBIT
        NUMBER                         DESCRIPTION OF EXHIBIT
        -------                        ----------------------
          <S>       <C> 
          2.1       Debtors' Joint Plan of Reorganization, dated June 9, 1992,
                    proposed by West Point Acquisition Corp. (since renamed
                    WestPoint Stevens Inc.), West Point Subsidiary Corp. (since
                    renamed Valley Fashions Subsidiary Corp.) and West Point
                    Tender Corp. (since renamed Valley Fashions Tender Corp.),
                    incorporated by reference to the Current Report on Form 8-K
                    (Commission File No. 1-4990) filed by West Point-Pepperell,
                    Inc. with the Commission on October 1, 1992.

          3.1       Restated Certificate of Incorporation of WestPoint Stevens
                    Inc., as currently in effect, incorporated by reference to
                    the Post-Effective Amendment No. 1 Registration Statement on
                    Form S-1 (Commission File No. 33-77726) filed by the Company
                    with the Securities and Exchange Commission on May 19, 1994.

          3.2       Amended and Restated By-laws of WestPoint Stevens Inc., 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 Company
                    with the Securities and Exchange Commission on May 19, 1994.

          4         Form 15 (Commission File No. 0-21496) filed by the Company
                    with the Commission on May 25, 1995, incorporated by
                    reference herein.

          10.1      Indenture, dated as of December 10, 1993, between the
                    Company and First Trust National Association, as trustee,
                    for the 8 3/4% Senior Notes due 2001, incorporated by
                    reference to the Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993 (Commission File No. 0-21496)
                    filed by the Company with the Commission.

          10.2      Form of 8 3/4% Senior Notes due 2001 (included in the
                    Indenture filed as Exhibit 10.1), incorporated by reference
                    to the Annual Report on Form 10-K for the fiscal year ended
                    December 31, 1993 (Commission File No. 0-21496) filed by the
                    Company with the Commission.
</TABLE>


<PAGE>   5
<TABLE>
<CAPTION>
        EXHIBIT
        NUMBER                         DESCRIPTION OF EXHIBIT
        -------                        ----------------------
          <S>       <C> 
          10.3      Indenture, dated as of December 10, 1993, between the
                    Company and the Bank of New York, as trustee, for the 9 3/8%
                    Subordinated Debentures due 2005, incorporated by
                    reference to the Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993 (Commission File No. 0-21496)
                    filed by the Company with the Commission.

          10.4      Form of 9 3/8% Subordinated Debentures due 2005 (included in
                    the Indenture filed as Exhibit 10.3), incorporated by
                    reference to the Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993 (Commission File No. 0-21496)
                    filed by the Company with the Commission.
 
          10.5      Rights Agreement, dated as of September 16, 1992, between
                    the Company, The Bank of New York, as rights agent, as
                    amended by Amendment No. 1 to Rights Agreement, dated as of
                    March 12, 1993, and Amendment No. 2 to Rights Agreement,
                    dated as of December 10, 1993, incorporated by reference to
                    the Registration Statement on Form 10/A (Commission File No.
                    0-21496) filed by the Company on January 6, 1994.

          10.6      Form of Restated Plan Registration Rights Agreement dated as
                    of May 7, 1993, among the Company and the Existing Holders
                    (as defined therein), incorporated by reference to the
                    Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by the Company on July 1, 1993.

          10.7      Form of Registration Rights Agreement, dated as of May 7,
                    1993, among the Company and the Purchaser (as defined
                    therein) incorporated by reference to Exhibit 1 to the Form
                    of Securities Purchase Agreement filed as Exhibit 10.13 to
                    the Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by the Company with the Commission on July 1,
                    1993.
 
          10.8      Amended and Restated Credit Agreement, dated as of May 7,
                    1993, by and among West Point-Pepperell, Inc., the banks
                    listed on the signature pages thereof, Bankers Trust
                    Company, as administrative agent, and The Chase Manhattan
                    Bank, N.A., Citicorp USA, Inc., NationsBank of North
                    Carolina, Inc., The Bank of New York and The Bank of Nova
                    Scotia, as co-agents, incorporated by reference to the
                    Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by Valley Fashions Corp. with the Commission
                    on July 1, 1993.
 
          10.9      Employment Agreement, dated as of March 8, 1993, between
                    West Point-Pepperell, Inc. and Holcombe T. Green, Jr.,
                    together with Letter, dated as of March 8, 1993, from the
                    Company to Holcombe T. Green, Jr., incorporated by reference
                    to the Registration Statement on Form 10 (Commission File
                    No. 0-21496) filed by Valley Fashions Corp. (since renamed
                    WestPoint Stevens Inc.) with the Commission on July 1, 1993.

          10.10     Employment Agreement, dated as of April 1, 1993, between
                    West Point-Pepperell, Inc. and Morgan M. Schuessler,
                    together with Letter, dated as of April 1, 1993, from the
                    Company to Morgan M. Schuessler, incorporated by reference
                    to the Registration Statement on Form 10 (Commission File
                    No. 0-21496) filed by Valley Fashions Corp. (since renamed
                    WestPoint Stevens Inc.) with the Commission on July 1, 1993.

          10.11     Employment Agreement, dated as of February 1, 1993, between
                    West Point-Pepperell, Inc. and Joseph L. Jennings, Jr.,
                    incorporated by reference to the Registration Statement on
                    Form 10 (Commission File No. 0-21496) filed by the Company
                    with the Commission on July 1, 1993.

          10.12     Employment Agreement, dated as of March 8, 1993, between
                    West Point-Pepperell, Inc. and Thomas J. Ward, incorporated
                    by reference to the Registration Statement on Form 10
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission on July 1, 1993.

          10.13     Form of directors and officers Indemnification Agreement
                    with West Point-Pepperell, Inc., incorporated by reference
                    to the Registration Statement on Form S-1 (Commission File
                    No. 33-69858) filed by the Company with the Commission on
                    October 1, 1993.

          10.14     1993 Management Stock Option Plan, incorporated by reference
                    to the Registration Statement on Form 10 (Commission File
                    No. 0-21496) filed by the Company with the Commission on
                    July 1, 1993.

          10.15     Description of 1993 Senior Management Incentive Plan,
                    incorporated by reference to the Company's 1994 Proxy
                    Statement (Commission File No. 0-21496) filed by the Company
                    with the Commission.
</TABLE>
<PAGE>   6
<TABLE>
<CAPTION>
         EXHIBIT
         NUMBER                         DESCRIPTION OF EXHIBIT
         -------                        ----------------------
          <S>       <C> 
          10.16     West Point-Pepperell, Inc. Supplemental Retirement Plan for
                    Eligible Executives, as amended, incorporated by reference
                    to the Schedule 14D-9 dated November 3, 1988 (Commission
                    File No. 1-4490) filed by West Point-Pepperell, Inc. with
                    the Commission.

          10.17     West Point-Pepperell, Inc. Supplemental Executive Retirement
                    Plan, as amended, incorporated by reference to the Schedule 
                    14D-9 dated November 3, 1988 (Commission File No. 1-4490) 
                    filed by West Point-Pepperell, Inc. with the Commission.

          10.18     Indenture, dated as of March 1, 1987, between J.P. Stevens &
                    Co., Inc. and The Bank of New York, as trustee, for the 9%
                    Sinking Fund Debentures due 2017 including the First and
                    Second Supplemental Indentures thereto, incorporated by
                    reference to the Registration Statement on Form S-1
                    (Commission File No. 33-69858) filed by the Company with the
                    Commission on October 1, 1993.

          10.19     Credit Agreement, dated as of December 1, 1993, among Valley
                    Fashions Corp., Bankers Trust Company as Administrative
                    Agent, the Co-Agents parties thereto and the other financial
                    institutions parties thereto as amended on December 10,
                    1993, incorporated by reference to the Annual Report on Form
                    10-K for the fiscal year ended December 31, 1993 (Commission
                    File No. 0-21496) filed by the Company with the Commission.

          10.20     Revolving Certificate Purchase Agreement, dated as of
                    December 1, 1993, among WPS Receivables Corporation, the
                    Company, the Co-Agents and Revolving Purchasers named
                    therein, Bankers Trust Company, as Administrative Agent, and
                    NationsBank of North Carolina, N.A., as Agent, incorporated
                    by reference to the Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1993 (Commission File No.
                    0-21496) filed by the Company with the Commission.

          10.21     Amendment No. 1 to the Revolving Certificate Purchase
                    Agreement, dated as of December 10, 1993, among WPS
                    Receivables Corporation, the Company, the Co-Agents and
                    Revolving Purchasers named therein, Bankers Trust Company,
                    as Administrative Agent, and NationsBank of North Carolina,
                    N.A., as Agent, incorporated by reference to the Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    1993 (Commission File No. 0-21496) filed by the Company with
                    the Commission.

          10.22     Pooling and Servicing Agreement, dated as of December 10,
                    1993, among, WPS Receivables Corporation, as transferor, the
                    Company, as the initial Servicer, and Chemical Bank, as
                    Trustee, incorporated by reference to the Current Report on
                    Form 8-K (Commission File No. 0-21496) filed by the Company
                    with the Commission on December 10, 1993.

          10.23     Receivables Purchase Agreement, dated as of December 10,
                    1993, among WPS Receivables Corporation, as Purchaser, and
                    the Company and Alamac Knit Fabrics, Inc., as Sellers,
                    incorporated by reference to the Current Report on Form 8-K
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission on December 10, 1993.

          10.24     Form of Securities Purchase Agreement, dated as of March 12,
                    1993, among the Company, New Street Capital Corporation,
                    Magten Asset Management Corporation and each Other Holder
                    (as defined therein), incorporated by reference to the
                    Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by the Company with the Commission on July 1,
                    1993.

          10.25     Amended and Restated Credit Agreement dated November 23,
                    1994, among the Company, NationsBank of North Carolina, N.A.
                    as Administrative Agent, the Co-Agents parties thereto and
                    the other financial institutions parties thereto,
                    incorporated by reference to the Annual Report on Form
                    10-K/A for the fiscal year ended December 31, 1994
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission.

          10.26     WestPoint Stevens Inc. 1994 Non-Employee Directors Stock
                    Option Plan, incorporated by reference to the Annual Report
                    on Form 10-K/A for the fiscal year ended December 31, 1994
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission.

          10.27     Amended and Restated Pooling and Servicing Agreement, dated
                    as of May 27, 1994, among WPS Receivables Corporation, the
                    Company and Chemical Bank, incorporated by reference to the
                    Registration Statement on Form S-1, Amendment No. 2
                    (Commission File No. 33-76956) filed by WPS Receivables
                    Corporation with the Commission on May 24, 1994.
</TABLE>
<PAGE>   7

<TABLE>
<CAPTION>

         EXHIBIT
         NUMBER                         DESCRIPTION OF EXHIBIT
         -------                        ----------------------
          <S>       <C> 
          10.28     Revolving Certificate Purchase Agreement, dated as of May
                    27, 1994, among WPS Receivables Corporation, the Company,
                    the Co-Agents and Revolving Purchasers named therein,
                    Bankers Trust Company, as Administrative Agent, and
                    NationsBank of North Carolina, N.A., as Agent, incorporated
                    by reference to the Registration Statement on Form S-1,
                    Amendment No. 3 (Commission File No. 33-76956) filed by WPS
                    Receivables Corporation with the Commission on May 16, 1994.

          10.29     Amended and Restated Receivables Purchase Agreement, dated
                    as of May 27, 1994, among WPS Receivables Corporation, as
                    Purchaser, and the Company and Alamac Knit Fabrics, Inc., as
                    Sellers, incorporated by reference to the Registration
                    Statement on Form S-1, Amendment No. 3 (Commission File No.
                    33-76956) filed by WPS Receivables Corporation with the
                    Commission on May 16, 1994.
 
          10.30     Series 1994-1 Supplement, dated as of May 27, 1994, to the
                    Amended and Restated Pooling and Servicing Agreement, among
                    WPS Receivables Corporation, the Company and Chemical Bank,
                    incorporated by reference to the Registration Statement on
                    Form S-1, Amendment No. 3 (Commission File 33-76956) filed
                    by WPS Receivables Corporation with the Commission on May
                    16, 1994.

          10.31     Series 1994-R Supplement, dated as of May 27, 1994, to the
                    Amended and Restated Pooling and Servicing Agreement, among
                    WPS Receivables Corporation, the company and Chemical Bank,
                    incorporated by reference to the Registration Statement on
                    Form S-1, Amendment No. 3 (Commission File No. 33-76956)
                    filed by WPS Receivables Corporation with the Commission on
                    May 16, 1994.

          10.32     WestPoint Stevens Inc. Amended and Restated 1994
                    Non-Employee Directors Stock Option Plan, incorporated by
                    reference to the Form 10-Q for the quarterly period ended
                    June 30, 1995 (Commission File No. 0-21496) filed by the
                    Company with the Commission on August 9, 1995.

          10.33     Description of Senior Management Incentive Plan,
                    incorporated by reference to the Company's 1995 Proxy
                    Statement (Commission File No. 0-21496) filed by the Company
                    with the Commission on April 7, 1995.

          10.34     WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan,
                    incorporated by reference to the Registration Statement Form
                    S-8 (Registration No. 33-95580) filed by the Company on
                    August 11, 1995.

          10.35     Credit Agreement dated December 4, 1995, among Alamac Knit
                    Fabrics, Inc., as Borrower, Alamac Enterprises Inc. and AIH
                    Inc., as Guarantors, the Lenders identified therein and
                    NationsBank, N.A., as Agent.

          10.36     Amendment Agreement dated December 4, 1995 among the
                    Company, NationsBank, N.A., The Bank of New York, The First
                    National Bank of Boston, The First National Bank of Chicago,
                    The Nippon Credit Bank, Ltd., Wachovia Bank of Georgia,
                    N.A., Trust Company Bank, AmSouth Bank of Alabama and ABN
                    AMRO Bank, N.V., incorporated by reference to the Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    1995 (Commission File No. 0-21496) filed by the Company with
                    the Commission.
 
          10.37     Form of directors and officers Indemnification Agreement
                    with the Company, incorporated by reference to the Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    1995 (Commission File No. 0-21496) filed by the Company with
                    the Commission.

          10.38     WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan
                    (As Amended), incorporated by reference to the Annual Report
                    on Form 10-K for the fiscal year ended December 31, 1995
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission.

          10.39     Tax Settlement Form 870-AD between WestPoint Stevens Inc.
                    (successor-in-interest to Cluett, Peabody & Co., Inc.) and
                    the Internal Revenue Service dated December 11, 1995,
                    incorporated by reference to the Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1995 (Commission File
                    No. 0-21496) filed by the Company with the Commission.
</TABLE>

<PAGE>   8

<TABLE>
<CAPTION>

         EXHIBIT                       DESCRIPTION OF EXHIBIT
         NUMBER                        ----------------------
         -------                       
          <S>       <C> 
          10.40     Tax Settlement Form 870-AD between WestPoint Stevens Inc.
                    (successor-in-interest to WestPoint-Pepperell, Inc.) and the
                    Internal Revenue Service dated August 29, 1995, incorporated
                    by reference to the Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1995 (Commission File No.
                    0-21496) filed by the Company with the Commission.

          10.41     Tax Settlement Form 870-AD between J.P. Stevens & Co., Inc.
                    and the Internal Revenue Service dated August 29, 1995,
                    incorporated by reference to the Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1995 (Commission File
                    No. 0-21496) filed by the Company with the Commission.

          10.42     Second Amendment and Waiver Agreement dated as of January
                    23, 1997, among the Company, NationsBank, N.A. (formerly
                    known as NationsBank of North Carolina, N.A., the Bank of
                    New York, The First National Bank of Boston, The First
                    National Bank of Chicago, The Nippon Credit Bank, Ltd.,
                    Wachovia Bank of Georgia, N.A., SunTrust Bank, Atlanta
                    (formerly known as Trust Company Bank), AmSouth Bank of
                    Alabama, and ABN AMRO Bank, N.V.
 
          10.43     Credit Agreement dated as of January 23, 1997, among
                    WestPoint Stevens (UK) Limited, P.J. Flower & Co. Limited,
                    as the Borrowers, the Company as Guarantor, the several
                    lenders identified on the signature pages thereto and such
                    other lenders as may from time to time become a party
                    thereto and NationsBank, N.A., as agent for the Lenders.

          10.44     First Amendment to the WestPoint Stevens Inc. Supplemental
                    Retirement Plan dated as of September 6, 1996.

          10.45     Employment Agreement effective January 1, 1997 between the
                    Company and Joseph L. Jennings superseding the Employment
                    Agreement of February 1, 1993. 

             11     Statement re: Computation of earnings per share.

             21     List of Subsidiaries of the Registrant

             23     Consent of Ernst & Young LLP, independent auditors.

             27     Financial Data Schedule (for SEC use only)
</TABLE>



<PAGE>   9


                                   SIGNATURES



         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                  WESTPOINT STEVENS INC.
                                  (Registrant)



                                  By: /s/ Christopher N. Zodrow
                                      -----------------------------------
                                      Christopher N. Zodrow
                                      Title: Vice President and Secretary



Date: March 13, 1997

<PAGE>   10

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                        SEQUENTIAL
        EXHIBIT                                                                          NUMBERED
        NUMBER                         DESCRIPTION OF EXHIBIT                              PAGE
        -------                        ----------------------                              ----
          <S>       <C>                                                                     <C>
          2.1       Debtors' Joint Plan of Reorganization, dated June 9, 1992,              *
                    proposed by West Point Acquisition Corp. (since renamed
                    WestPoint Stevens, Inc.), West Point Subsidiary Corp. (since
                    renamed Valley Fashions Subsidiary Corp.) and West Point
                    Tender Corp. (since renamed Valley Fashions Tender Corp.),
                    incorporated by reference to the Current Report on Form 8-K
                    (Commission File No. 1-4990) filed by West Point-Pepperell,
                    Inc. with the Commission on October 1, 1992.

          3.1       Restated Certificate of Incorporation of WestPoint Stevens               *
                    Inc., as currently in effect, incorporated by reference to
                    the Post-Effective Amendment No. 1 Registration Statement on
                    Form S-1 (Commission File No. 33-77726) filed by the Company
                    with the Securities and Exchange Commission on May 19, 1994.

          3.2       Amended and Restated By-laws of WestPoint Stevens Inc., 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 Company
                    with the Securities and Exchange Commission on May 19, 1994.

          4         Form 15 (Commission File No. 0-21496) filed by the Company               *
                    with the Commission on May 25, 1995, incorporated by
                    reference herein.

          10.1      Indenture, dated as of December 10, 1993, between the                    *
                    Company and First Trust National Association, as trustee,
                    for the 8 3/4% Senior Notes due 2001, incorporated by
                    reference to the Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993 (Commission File No. 0-21496)
                    filed by the Company with the Commission.

          10.2      Form of 8 3/4% Senior Notes due 2001 (included in the                    *
                    Indenture filed as Exhibit 10.1), incorporated by
                    reference to the Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993 (Commission File No. 0-21496)
                    filed by the Company with the Commission.

          10.3      Indenture, dated as of December 10, 1993, between the                    *
                    Company and The Bank of New York, as trustee, for the 9 3/8%
                    Subordinated Debentures due 2005, incorporated by reference
                    to the Annual Report on Form 10-K for the fiscal year ended
                    December 31, 1993 (Commission File No. 0-21496) filed by the
                    Company with the Commission.

          10.4      Form of 9 3/8% Subordinated Debentures due 2005 (included in             *
                    the Indenture filed as Exhibit 10.3), incorporated by
                    reference to the Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993 (Commission File No. 0-21496)
                    filed by the Company with the Commission.

          10.5      Rights Agreement, dated as of September 16, 1992, between                *
                    the Company, the Bank of New York, as rights agent, as
                    amended by Amendment No. 1 to Rights Agreement, dated as of
                    March 12, 1993, and Amendment No. 2 to Rights Agreement,
                    dated as of December 10, 1993, incorporated by reference to
                    the Registration Statement on Form 10/A (Commission File No.
                    0-21496) filed by the Company on January 6, 1994.

          10.6      Form of Restated Plan Registration Rights Agreement dated as             *
                    of May 7, 1993, among the Company and the Existing Holders
                    (as defined therein), incorporated by reference to the
                    Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by the Company on July 1, 1993.

          10.7      Form of Registration Rights Agreement, dated as of May 7,                *
                    1993, among the Company and the Purchaser (as defined
                    therein) incorporated by reference to Exhibit 1 to the Form
                    of Securities Purchase Agreement filed as Exhibit 10.13 to
                    the Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by the Company with the Commission on July 1,
                    1993. 
</TABLE>

<PAGE>   11

<TABLE>
<CAPTION>

                                                                                        SEQUENTIAL
        EXHIBIT                                                                          NUMBERED
        NUMBER                         DESCRIPTION OF EXHIBIT                              PAGE
        -------                        ----------------------                              ----
          <S>       <C>                                                                     <C>
          10.8      Amended and Restated Credit Agreement, dated as of May 7,               *
                    1993, by and among West Point-Pepperell, Inc., the banks
                    listed on the signature pages thereof, Bankers Trust
                    Company, as administrative agent, and The Chase Manhattan
                    Bank, N.A., Citicorp USA, Inc., NationsBank of North
                    Carolina, Inc., The Bank of New York and The Bank of Nova
                    Scotia, as co-agents, incorporated by reference to the
                    Registration Statement on From 10 (Commission File No.
                    0-21496) filed by Valley Fashions Corp. with the Commission
                    on July 1, 1993.

          10.9      Employment Agreement, dated as of March 8, 1993, between                 *
                    West Point-Pepperell, Inc. and Holcombe T. Green, Jr.,
                    together with Letter, dated as of March 8, 1993, from the
                    Company to Holcombe T. Green, Jr., incorporated by reference
                    to the Registration Statement on Form 10 (Commission File
                    No. 0-21496) filed by Valley Fashions Corp. (since renamed
                    WestPoint Stevens Inc.) with the Commission on July 1, 1993.

          10.10     Employee Agreement, dated as of April 1, 1993, between West              *
                    Point-Pepperell, Inc. and Morgan M. Schuessler, together
                    with Letter, dated as of April 1, 1993, from the Company to
                    Morgan M. Schuessler, incorporated by reference to the
                    Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by Valley Fashions Corp. (since renamed
                    WestPoint Stevens Inc.) with the Commission on July 1, 1993.
 
          10.11     Employment Agreement, dated as of February 1, 1993, between              *
                    West Point-Pepperell, Inc. and Joseph L. Jennings, Jr.,
                    incorporated by reference to the Registration Statement on
                    Form 10 (Commission File No. 0-21496) filed by the Company
                    with the Commission on July 1, 1993.

          10.12     Employee Agreement, dated as of March 8, 1993, between West              *
                    Point-Pepperell, Inc. and Thomas J. Ward, incorporated by
                    reference to the Registration Statement on Form 10
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission on July 1, 1993.

          10.13     Form of directors and officers Indemnification Agreement                 *
                    with West Point-Pepperell, Inc. incorporated by reference
                    to the Registration Statement on Form S-1 (Commission File
                    No. 33-69858) filed by the Company with the Commission on
                    October 1, 1993.

          10.14     1993 Management Stock Option Plan, incorporated by reference             *
                    to the Registration Statement on Form 10 (Commission File
                    No. 0-21496) filed by the Company with the Commission on
                    July 1, 1993.

          10.15     Description of 1993 Senior Management Incentive Plan,                    *
                    incorporated by reference to the Company's 1994 Proxy
                    Statement (Commission File No. 0-21496) filed by the Company
                    with the Commission.

          10.16     West Point-Pepperell, Inc. Supplemental Retirement Plan for              *
                    Eligible Executives, as amended, incorporated by reference
                    to the Schedule 14D-9 dated November 3, 1988 (Commission
                    File No. 1-4490) filed by West Point-Pepperell, Inc. with
                    the Commission.

          10.17     West Point-Pepperell, Inc. Supplemental Executive Retirement             *
                    Plan, as amended, incorporated by reference to the
                    Schedule 14D-9 dated November 3, 1988 (Commission File No.
                    1-4490) filed by West Point-Pepperell, Inc. with the
                    Commission.
 
          10.18     Indenture, dated as of March 1, 1987, between J. P. Stevens              *
                    & Co., Inc. and The Bank of New York, as trustee, for the
                    9% Sinking Fund Debentures due 2017 including the First and
                    Second Supplemental Indentures thereto, incorporated by
                    reference to the Registration Statement on Form S-1
                    (Commission File No. 33-69858) filed by the Company with the
                    Commission on October 1, 1993.
</TABLE>

<PAGE>   12
<TABLE>
<CAPTION>
        EXHIBIT                                                                          NUMBERED
        NUMBER                         DESCRIPTION OF EXHIBIT                              PAGE
        -------                        ----------------------                              ----
          <S>       <C>                                                                     <C>
          10.19     Credit Agreement, dated as of December 1, 1993, among Valley            *
                    Fashions Corp., Bankers Trust Company as Administrative
                    Agent, the Co-Agents parties thereto and the other financial
                    institutions parties thereto as amended on December 10,
                    1993, incorporated by reference to the Annual Report on Form
                    10-K for the fiscal year ended December 31, 1993 (Commission
                    File No. 0-21496) filed by the Company with the Commission.

          10.20     Revolving Certificate Purchase Agreement, dated as of                    *
                    December 1, 1993, among WPS Receivables Corporation, the
                    Company, the Co-Agents and Revolving Purchasers named
                    therein, Bankers Trust Company, as Administrative Agent, and
                    NationsBank of North Carolina, N.A., as Agent, incorporated
                    by reference to the Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1993 (Commission File No.
                    0-21496) filed by the Company with the Commission.

          10.21     Amendment No. 1 to the Revolving Certificate Purchase                    *
                    Agreement, dated as of December 10, 1993, among WPS
                    Receivables Corporation, the Company, the Co-Agents and
                    Revolving Purchasers named therein, Bankers Trust Company,
                    as Administrative Agent, and NationsBank of North Carolina,
                    N.A., as Agent, incorporated by reference to the Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    1993 (Commission File No. 0-21496) filed by the Company with
                    the Commission.
 
          10.22     Pooling and Servicing Agreement, dated as of December 10,                *
                    1993, among, WPS Receivables Corporation, as transferor,
                    the Company, as the initial Servicer, and Chemical Bank, as
                    Trustee, incorporated by reference to the Current Report on
                    Form 8-K (Commission File No. 0-21496) filed by the Company
                    with the Commission on December 10, 1993.
 
          10.23     Receivables Purchase Agreement, dated as of December 10,                 *
                    1993, among WPS Receivables Corporation, as Purchaser, and
                    the Company and Alamac Knit Fabrics, Inc., as Sellers,
                    incorporated by reference to the Current Report on Form 8-K
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission on December 10, 1993.
 
          10.24     Form of Securities Purchase Agreement, dated as of March 12,             *
                    1993, among the Company, New Street Capital Corporation,
                    Magten Asset Management Corporation and each Other Holder
                    (as defined therein), incorporated by reference to the
                    Registration Statement on Form 10 (Commission File No.
                    0-21496) filed by the Company with the Commission on July 1,
                    1993.
 
          10.25     Amended and Restated Credit Agreement dated November 23,                 *
                    1994, among the Company, NationsBank of North Carolina,
                    N.A. as Administrative Agent, the Co-Agents parties thereto
                    and the other financial institutions parties thereto,
                    incorporated by reference to the Annual Report on Form
                    10-K/A for the fiscal year ended December 31, 1994
                    (Commission File No. 0-21496) filed by the Company with the
                    Commission.

          10.26     WestPoint Stevens Inc. 1994 Non-Employee Directors Stock                 *
                    Option Plan, incorporated by reference to the Annual
                    Report on Form 10-K/A for the fiscal year ended December 31,
                    1994 (Commission File No. 0-21496) filed by the Company with
                    the Commission.
 
          10.27     Amended and Restated Pooling and Servicing Agreement, dated              *
                    as of May 27, 1994, among WPS Receivables Corporation, the
                    Company and Chemical Bank, incorporated by reference to the
                    Registration Statement on Form S-1, Amendment No. 2
                    (Commission File No. 33-76956) filed by WPS Receivables
                    Corporation with the Commission on May 24, 1994.
 
          10.28     Revolving Certificate Purchase Agreement, dated as of May                *
                    27, 1994, among WPS Receivables Corporation, the Company,
                    the Co-Agents and Revolving Purchasers named therein,
                    Bankers Trust Company, as Administrative Agent, and
                    NationsBank of North Carolina, N.A., as Agent, incorporated
                    by reference to the Registration Statement on Form S-1,
                    Amendment No. 3 (Commission File No. 33-76956) filed by WPS
                    Receivables Corporation with the Commission on May 16, 1994.
</TABLE>


<PAGE>   13
<TABLE>
<CAPTION>
                                                                                        SEQUENTIAL
        EXHIBIT                                                                          NUMBERED
        NUMBER                         DESCRIPTION OF EXHIBIT                              PAGE
        -------                        ----------------------                              ----
          <S>       <C>                                                                      <C>
          10.29     Amended and Restated Receivables Purchase Agreement, dated               *
                    as of May 27, 1994, among WPS Receivables Corporation, as
                    Purchaser, and the Company and Alamac Knit Fabrics, Inc., as
                    Sellers, incorporated by reference to the Registration
                    Statement on Form S-1, Amendment No. 3 (Commission File No.
                    33-76956) filed by WPS Receivables Corporation with the
                    Commission on May 16, 1994.

          10.30     Series 1994-1 Supplement, dated as of May 27, 1994, to the               *
                    Amended and Restated Pooling and Servicing Agreement,
                    among WPS Receivables Corporation, the Company and Chemical
                    Bank, incorporated by reference to the Registration
                    Statement on Form S-1, Amendment No. 3 (Commission File
                    33-76956) filed by WPS Receivables Corporation with the
                    Commission on May 16, 1994.

          10.31     Series 1994-R Supplement, dated as of May 27, 1994, to the               *
                    Amended and Restated Pooling and Servicing Agreement,
                    among WPS Receivables Corporation, the company and Chemical
                    Bank, incorporated by reference to the Registration
                    Statement on Form S-1, Amendment No. 3 (Commission File No.
                    33-76956) filed by WPS Receivables Corporation with the
                    Commission on May 16, 1994.

          10.32     WestPoint Stevens Inc. Amended and Restated 1994                         *
                    Non-Employee Directors Stock Option Plan, incorporated by
                    reference to the Form 10-Q for the quarterly period ended
                    June 30, 1995 (Commission File No. 0-21496) filed by the
                    Company with the Commission on August 9, 1995.
 
          10.33     Description of Senior Management Incentive Plan,                         *
                    incorporated by reference to the Company's 1995 Proxy
                    Statement (Commission File No. 0-21496) filed by the
                    Company with the Commission on April 7, 1995.

          10.34     WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan,               *
                    incorporated by reference to the Registration Statement
                    Form S-8 (Registration No. 33-95580) filed by the Company on
                    August 11, 1995.

          10.35     Credit Agreement dated December 4, 1995, among Alamac Knit               *
                    Fabrics, Inc., as Borrower, Alamac Enterprises Inc. and
                    AIH Inc., as Guarantors, the Lenders identified therein and
                    NationsBank, N.A., as Agent.
 
          10.36     Amendment Agreement dated December 4, 1995 among the                     *
                    Company, NationsBank, N.A., The Bank of New York, The
                    First National Bank of Boston, The First National Bank of
                    Chicago, The Nippon Credit Bank, Ltd., Wachovia Bank of
                    Georgia, N.A., Trust Company Bank, AmSouth Bank of Alabama
                    and ABN AMRO Bank, N.V., incorporated by reference to the
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 1995 (Commission File No. 0-21496) filed by the
                    Company with the Commission.

          10.37     Form of directors and officers Indemnification Agreement                 *
                    with the Company, incorporated by reference to the Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    1995 (Commission File No. 0-21496) filed by the Company with
                    the Commission.

          10.38     WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan                *
                    (As Amended), incorporated by reference to the Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    1995 (Commission File No. 0-21496) filed by the Company with
                    the Commission.

          10.39     Tax Settlement Form 870-AD between WestPoint Stevens Inc.                *
                    (successor-in-interest to Cluett, Peabody & Co., Inc.) and
                    the Internal Revenue Service dated December 11, 1995,
                    incorporated by reference to the Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1995 (Commission File
                    No. 0-21496) filed by the Company with the Commission.
 
          10.40     Tax Settlement Form 870-AD between WestPoint Stevens Inc.                *
                    (Successor-in-interest to West Point-Pepperell, Inc.) and
                    the Internal Revenue Service dated August 29, 1995,
                    incorporated by reference to the Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1995 (Commission File
                    No. 0-21496) filed by the Company with the Commission.
</TABLE>
<PAGE>   14
<TABLE>
<CAPTION>
                                                                                         SEQUENTIAL
         EXHIBIT                                                                          NUMBERED
         NUMBER                         DESCRIPTION OF EXHIBIT                              PAGE
         -------                        ----------------------                              ----
          <S>       <C>                                                                       <C>
          10.41     Tax Settlement Form 870-AD between J.P. Stevens & Co., Inc.               *
                    and the Internal Revenue Service dated August 29, 1995,
                    incorporated by reference to the Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1995 (Commission File
                    No. 0-21496) filed by the Company with the Commission.
 
          10.42     Second Amendment and Waiver Agreement dated as of January                 *
                    23, 1997, among the Company, NationsBank, N.A. (formerly
                    known as NationsBank of North Carolina, N.A., the Bank of
                    New York, The First National Bank of Boston, The First
                    National Bank of Chicago, The Nippon Credit Bank, Ltd.,
                    Wachovia Bank of Georgia, N.A., SunTrust Bank, Atlanta
                    (formerly known as Trust Company Bank), AmSouth Bank of
                    Alabama, and ABN AMRO Bank, N.V.
 
          10.43     Credit Agreement dated as of January 23, 1997, among                      *
                    WestPoint Stevens (UK) Limited, P.J. Flower & Co. Limited,
                    as the Borrowers, the Company as Guarantor, the several
                    lenders identified on the signature pages thereto and such
                    other lenders as may from time to time become a party
                    thereto and NationsBank, N.A., as agent for the Lenders.

          10.44     First Amendment to the WestPoint Stevens Inc. Supplemental                *
                    Retirement Plan dated as of September 6, 1996.

          10.45     Employment Agreement effective January 1, 1997 between the                *
                    Company and Joseph L. Jennings superseding the Employment
                    Agreement of February 1, 1993. 

             11     Statement re: Computation of earnings per share.                          *

             21     List of Subsidiaries of the Registrant                                    *

             23     Consent of Ernst & Young LLP, independent auditors.                       *

             27     Financial Data Schedule (for SEC use only)                                *
</TABLE>