<PAGE>
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                          FORM 10-K
Mark One
           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     X       THE  SECURITIES  EXCHANGE  ACT OF 1934 (FEE
             REQUIRED)   For  the   Fiscal   Year  Ended
                       November 3, 1995
                                OR
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                     Commission File No. 1-5400
                         FARAH INCORPORATED
          (Exact name of registrant as specified in its charter)

          Texas                                           74-1061146
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)

   8889 Gateway West, El Paso, Texas                        79925-6584
(Address of principal executive offices)                    (Zip Code)

    Registrant's telephone number, including area code:   (915) 593-4444
        Securities registered pursuant to Section 12(b) of the Act:
                                                   Name of each exchange
        Title of each class                         on which registered
        Common Stock,No par value                 New York Stock Exchange

        Securities  registered  pursuant to Section 12(g) of the Act:
                 8.5% Convertible Subordinated Debenture
                       due February 1, 2004

     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 the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes X No ___

     As of January  12,  1996 there were  outstanding  10,155,568  shares of the
registrant's  common stock,  no par value,  which is the only class of common or
voting stock of the registrant.  As of that date, the aggregate  market value of
the shares of common stock held by  non-affiliates  of the registrant  (based on
the closing price for the common stock on the New York Stock Exchange on January
12, 1996) was $50,558,070.

                 DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the following  document are  incorporated by reference into the
indicated part or parts of this report: 

      Annual Report to Shareholders for fiscal year ended November 3, 1995 
          
          - Parts I and II (attached as Exhibit 13 hereto).

           Proxy Statement Dated January 29, 1996 - Part III.
      
               THE EXHIBIT INDEX IS ON PAGE 16 OF FORM 10-K
<PAGE>

Item 1.  Business

General

         The Company, founded in 1920, is a leading manufacturer and marketer of
apparel for men and boys. The Company was incorporated in Texas in 1947 as Farah
Manufacturing  Company,  Inc.  The  name of the  Company  was  changed  to Farah
Incorporated in 1987.

         The Company is organized as three distinct operating  divisions:  Farah
U.S.A.,  Farah International and Value Slacks. Farah U.S.A. (73% of consolidated
revenue for fiscal  1995)  manufactures  and sells a variety of casual and dress
apparel to retailers  throughout the United States.  Farah International (20% of
consolidated  revenue for fiscal 1995) manufactures and sells apparel in several
countries in Europe,  Australia and Asia. Farah International's  primary markets
are  the  United  Kingdom,  Australia  and  New  Zealand.  Value  Slacks  (7% of
consolidated  revenue for fiscal 1995) operates retail stores which sell apparel
manufactured by the Company for these stores,  close-outs and seconds from Farah
U.S.A., and a limited amount of merchandise  purchased from third parties. As of
November 3, 1995,  Value Slacks had 38 retail stores,  all located in the United
States.

Products

         The Company  manufactures  high quality,  medium priced apparel for men
and boys.  The Company's  products  include casual  slacks,  dress slacks,  suit
separates  (matching  pants and  sportcoats  which may be mixed and  matched  to
accommodate  retail  customer  size  preferences),  sportcoats  and shorts.  The
Company's products are sold under four primary labels: Savane(R), Farah Clothing
Company(R),  Farah(R) and John Henry(R).  In addition,  the Company manufactures
and sells private label products for certain customers.

         The  Company's  apparel  products  are  manufactured  with an  array of
fabrics that emphasize  comfort,  fit and performance.  The Company is known for
its use of "performance  fabrics" that maintain a fresh,  neat  appearance.  The
Company's  product  lines  primarily  use 100% cotton fiber and blended  fabrics
(cotton/polyester or wool/polyester).  Most of the Company's Savane products are
offered with PROCESS  2000(R).  PROCESS 2000 is the Company's  trademark,  first
introduced  by the Company in late  fiscal  1989,  used to describe  the wrinkle
resistant  features  of the Savane  garments.  PROCESS  2000  fabrics  are soft,
wrinkle and shrink resistant and behave like "permanent press." The Company also
sells products under the Farah/Farah  Clothing Company and John Henry labels and
private label products using wrinkle resistant technologies.

         Additional information with respect to the Company's significant labels
is as follows:

         Savane -- This label is used  primarily  for  casual  slacks and shorts
that are made from 100% cotton fabrics and are treated with PROCESS 2000. Savane
is also offered in certain dress products.  The Savane product line is primarily
targeted  to the men's  casual wear  segment.  The Savane  product  line is sold
primarily to better  department  stores.  The Company has  positioned the Savane
product as a high quality garment using better fabrics and finer workmanship. In
addition to men's products,  the Company offers slacks for boys and shorts under
the Savane label and is in process of introducing women's slacks in 1996.

         Farah/Farah  Clothing  Company -- These labels are used  primarily  for
dress slacks and suit separates made from blended fibers. The Company also sells
a line of casual slacks with these labels which are made from 100% cotton.  Some
casual  slacks  with  these  labels  are  fabricated  using  wrinkle   resistant
technologies.  Farah/ Farah  Clothing  Company are primarily  sold to department
stores and national chains.

         John Henry -- This label is  primarily  used for higher  fashion  dress
slacks and suit separates produced from blended fabrics.  The John Henry line is
sold to better  department  stores  and  certain  of the  products  use  wrinkle
resistant technologies.

         Private  Label  --  The  Company  primarily   produces  casual  wrinkle
resistant product for various retailers using their own labels.  Such product is
produced to customers' specifications.

Farah U.S.A.

         General.  Farah U.S.A. produces and sells a variety of casual and dress
clothing lines to retailers  throughout the United States.  Substantially all of
Farah U.S.A.'s apparel is produced at Farah U.S.A.  factories in Mexico or Costa
Rica or by third party contractors.  Farah U.S.A.'s products are directed to the
men's and boy's  segments of the apparel  industry,  with  approximately  90% of
branded sales in fiscal 1995 in the men's segment.  Farah U.S.A. also offers its
products to the young men's segment of the apparel  industry,  but this area has
not traditionally been an area of high volume because of the fashion orientation
in this segment of the  industry.   In fiscal 1992,  Farah U.S.A.  established
a private label  division to  manufacture  and sell private  label  products for
certain customers.  Sales in the private label division represented 17% of Farah
U.S.A. sales in fiscal 1995.

         Manufacturing, Sourcing and Distribution. The men's apparel industry in
the United States has two primary  selling  seasons.  The Spring  selling season
extends from December to April,  and the Fall selling season extends from May to
November.  Farah U.S.A.'s  operations follow this seasonal pattern.  The various
steps in the  manufacturing  cycle  are  timed so that  Farah  U.S.A.  begins to
manufacture  products for a given  season two to three months  before the retail
season officially begins.

         Farah  U.S.A.  purchases  its  fabric  and trim  requirements,  such as
pocketing, linings,  belts,  buttons,  zippers and  thread  predominately   from
domestic   sources.    No single  supplier of raw materials is critical to Farah
U.S.A.'s  long-term  production  needs.   Although  the  Company  believes  that
alternative  sources of supply  exist in the event  Farah  U.S.A.  needs to seek
additional  or replacement  suppliers,  short-term  disruptions  could  occur if
certain suppliers cease to serve as sources of supply.  The order lead time  for
fabrics  is  approximately  two to six months.   Payment terms  are generally 60
days.  All fabrics are delivered to the Company's  cloth cutting  facility in El
Paso,  Texas.  Quality  control  procedures  are in  place  to test  for  flaws,
coloring, stretch, shrinkage and other characteristics.

         After  fabrics  are cut,  they are  inspected,  batched  and packed for
shipment  to one of Farah  U.S.A.'s  offshore  manufacturing  plants or to third
party contractors. Farah U.S.A. uses company-owned factories in Mexico and Costa
Rica or third party  contractors  to sew all of its  products.  All products are
then  finished at the  Company's  laundry and pressing  facilities in the United
States, Mexico or Costa Rica. In fiscal 1995 approximately 65% of Farah U.S.A.'s
total  production  was sewn  in its own  factories,  with the  balance  sewn  by
independent  contractors.  Farah  U.S.A.  performs  most  sewing  and  finishing
offshore in order to keep  production  costs low. The  offshore  plants pack the
finished  garments  and  ship  them  back to El Paso for  distribution  to Farah
U.S.A.'s customers.

         Orders  from  retailers  are filled  from  inventory  at the  Company's
facility  in El Paso.  Most  shipments  to  retailers  are sent  directly to the
retailers' stores or to independent distribution centers. Certain retailers pick
up their goods at the El Paso facility.

         Marketing  and Sales.  Retailers  are  requiring  increased  quality of
service  from  their  suppliers  and  greater   flexibility  in  managing  their
inventories  as the  retailers  frequently  change  orders  based  upon  updated
consumer demand patterns.  Many of Farah U.S.A.'s major customers participate in
an  inventory  replenishment  program  referred to as "Quick  Response."  "Quick
Response" has evolved in the apparel  industry to assist retailers in minimizing
their  inventories  by requiring the apparel  manufacturers  to maintain  enough
finished goods inventory on hand to meet the retailer's  demand on short notice.
Most "Quick Response" orders are shipped within 72 hours of receipt of the order
from the retailer.  The Company has implemented an electronic  data  interchange
("EDI")  system  with  selected  large  retailers  in order to  respond to their
demands to provide better service and facilitate the "Quick  Response"  program.
EDI systems allow retailers to electronically  transmit orders for certain items
on a frequent basis,  typically  weekly.  Some retailers also transmit  detailed
sales  data from  their  store  locations.  The  Company  uses the sales data to
anticipate  demand  from the  retailers,  update  sales  forecasts  and plan and
monitor production and inventory levels.

         The  Company  uses a computer  system  which was first  implemented  in
fiscal 1990 as part of a company-wide  program to increase  quality and customer
service.  The system operates with laptop computers that the Farah  U.S.A. sales
force carries  with  them  as they  contact  retailers.   This system  maintains
timely,  accurate data  on style  numbers,  prices  and size charts (size charts
describe the distribution of sizes that a retailer typically sells).  The system
also provides up-to-date,  easily  accessible  data  on  inventories,   customer
orders and production  backlogs.   With the system,  the sales force can execute
orders  more efficiently  and assist the  retailer in  attaining  higher margins
by reducing inventory imbalances.

         Farah U.S.A.  employs regional  corporate  account  executives  who are
directly  responsible for certain major retail accounts.  Farah U.S.A. employs a
field sales force who report to one of the corporate account  executives and are
responsible for the primary relationship with smaller retailers.

         In addition,  Farah U.S.A.  employs merchandise  coordinators who visit
retail  store  accounts  that carry the  Company's  branded  product and provide
services,  such as training and education of in-store sales  personnel about the
Company's products; straightening slacks and ensuring that displays are neat and
orderly;  responding to customer  questions and comments;  and ensuring that the
stores are satisfied with their level of service.  These  individuals  report to
members of the sales force.

         Advertising.   Farah  U.S.A.'s  advertising  program  is  comprised  of
national media advertising and participation in cooperative advertising programs
with retailers.  In fiscal 1994 and 1995, Farah U.S.A.  ran national  television
advertising  campaigns for the Savane product line. These  advertisements ran on
major networks and cable  television.  The Company is in process of reducing its
national  advertising  campaigns in 1996 in favor of more cost  effective  print
media and cooperative  advertising.  In cooperative  advertising  programs,  the
Company and  individual  retailers  combine their efforts and share the costs of
local television,  radio and newspaper  advertisements and in-store  advertising
and promotional  events featuring the Company's branded  products.  Farah U.S.A.
has  used  in-store  marketing  techniques,  such as  providing  retailers  with
attractive tables for the display of pants.

         Competition.  The  apparel  industry is highly  competitive  due to its
fashion orientation,  its mix of large and small producers, the flow of imported
merchandise and a wide variety of retailing  methods.  The principal elements of
competition in the apparel  industry  include style,  quality,  price,  comfort,
brand  loyalty,   customer  service  and   advertising.   Competition  has  been
exacerbated by the recent  consolidations  and closing of major department store
groups.  The men's slacks segment of the men's apparel industry is characterized
by a large number of participants.  The Company believes its largest competitors
in the United States are Levi Strauss & Co. and Haggar Corp.

         Several of Farah's  main  competitors  entered  the  wrinkle  resistant
casual slacks market in 1994.  Levi introduced a Dockers(R)  label,  all cotton,
wrinkle resistant product line and devoted  substantial  financial  resources to
develop and market this new line. Levi and certain other competitors have larger
financial and marketing resources and, therefore,  offer significant competition
to the Farah and Savane labels. Such competition adversely affected the price of
Savane  products  and  resulted in a reduction  of Farah's  share of the wrinkle
resistant slacks market in 1995.


<PAGE>


Farah International

         Farah International sells apparel in its  primary  markets;  the United
Kingdom,  Australia and New Zealand.  Farah  International  produces most of its
products in  two locations  and third party  contractors  produce the remainder.
Wholly-owned  plants in  Ireland  supply  the  United  Kingdom  market,  and two
factories  in Fiji  operated  by a 50%  joint  venture  supply  the  markets  in
Australia  and  New  Zealand.   The  Company   continually   examines  the  cost
effectiveness of its suppliers,  including  Company-owned  facilities,  and from
time to time shifts  production to lower cost  suppliers.  Approximately  85% of
1995 production was sourced from the Company-owned manufacturing facilities. The
Company products are sold  internationally  primarily under the Farah and Savane
labels, as well as private labels.

         Farah International products primarily  include dress and casual slacks
and shirts and sweaters  manufactured  by third parties.  Farah  International's
products are designed for the specific styles and tastes of the markets in which
they are sold and differ  from Farah  U.S.A.  apparel.  During  fiscal  1995 the
majority of Farah  International's  products were made from polyester fabrics or
blended  fabrics with a high  polyester  content,  as opposed to natural  fibers
which are more popular in the United States.

         The United  Kingdom is Farah  International's  principal  market and in
fiscal 1995 accounted for approximately 65% of its sales.  Distribution channels
in the  United  Kingdom  are  significantly  different  from those in the United
States in that  retailers  carry  more  private   label  products  than  branded
products.   Farah International's  primary distribution  channels in  the United
Kingdom are large retail outlets and independent men's wear stores.

         Farah Australia and Farah New Zealand  accounted for  approximately 33%
of Farah  International's  sales in fiscal 1995. Farah New Zealand was opened in
fiscal 1990 under the same management as Farah Australia.

         For information  regarding the sales,  operating  profits and assets of
the Company in each of the  geographic  segments in which the Company  operates,
see Note 10 of Notes to Consolidated Financial Statements.

Value Slacks

         Value Slacks stores offer Farah U.S.A.'s seconds, irregulars and excess
merchandise,  combined with some merchandise manufactured specifically for Value
Slacks. Value Slacks began with one outlet store in downtown El Paso in 1968 and
has added locations as the Company's production has grown. Value Slacks operated
38 retail outlet stores as of November 3, 1995, all of which were located in the
United  States.  The stores are  generally  2,000 to 5,000  square  feet and are
generally located in suburban outlet malls or strip centers.

         In prior  years,  the majority of Value  Slacks'  stores were in Puerto
Rico.  As the factory  outlet  store  concept  gained  acceptance  in the United
States,  Value Slacks began reducing  operations in Puerto Rico and expanding in
the United  States.  By the end of the fourth  quarter of 1995, all Puerto Rican
stores were closed.

Customers

         The Company's  primary customers are department  stores.  The Company's
ten  largest  customers   accounted  for  approximately  54%  of  the  Company's
consolidated  revenues during fiscal 1995. In fiscal 1995,  Federated Department
Stores accounted for $30,191,000 (12.5%) of the Company's consolidated sales.



<PAGE>


Trademarks

         The  Company  owns  many  U.S.  and  foreign  trademark  registrations,
including  Savane,  PROCESS  2000,  Farah and Farah  Clothing  Company,  and has
several other  trademark  applications  pending in the United States and foreign
countries.  The John Henry  trademark  is  licensed  from  Zodiac  International
Trading Corporation, an affiliate of Salant Corporation.  The John Henry license
is renewable by the Company through 2038.

Backlog

         Many of Farah  U.S.A.'s  major  customers  participate  in an inventory
replenishment  concept referred to as "Quick Response" as previously  discussed.
As a result,  customers tend to place orders close to delivery dates. Because of
the trend toward Quick  Response,  orders which are received are not necessarily
firm commitments. Therefore, the Company does not consider customer orders to be
"backlog" or necessarily an indication of future sales.

Seasonality

         The Company's  products are primarily  marketed for the Spring and Fall
retail selling seasons each year, with interim lines introduced  periodically to
complement the two primary selling  seasons.  Sales volume for the first quarter
is  generally  the lowest of the year while the fourth  quarter is the  highest.
Farah U.S.A. closes some of its factories in the first quarter for approximately
two weeks at Christmas time.  However,  with the Company's  introduction of more
year-round basic products, the seasonality has been diminished somewhat.

Regulation

         Substantially  all of the Company's production is  manufactured abroad,
either in its foreign factories or through arrangements with independent foreign
contractors.  As a result,  the Company's  operations may be adversely  affected
by political  instability  resulting in the  disruption  of trade  from  foreign
countries  in  which  the Company's  facilities or contractors are located,  the
imposition of additional  regulations  relating to imports or duties,  taxes and
other  charges on imports,  any  significant  fluctuation  of the  value  of the
dollar against foreign  currencies and restrictions on the transfer of funds. In
addition,  the Company's import operations are subject to constraints imposed by
bilateral  textile  agreements  between the United  States and  certain  foreign
countries.  These agreements impose quotas on the amount and type of goods which
can be  imported  into the United  States  from these  countries.  However,  the
Company closely monitors import quotas and can, in most cases,  shift production
to contractors  located in other countries with available  quotas or to domestic
factories.  The Company's  apparel products that are imported from its factories
in Mexico and Costa  Rica are  eligible  for  certain  duty-advantaged  programs
historically known as "807 Programs." With the advent of the North American Free
Trade Agreement  (NAFTA),  import quota regulations are not as significant as in
prior years.

Employees

         As of November 3, 1995, the Company had approximately  5,200 employees.
As of that  date,  Farah  U.S.A.,  Farah  International  and  Value  Slacks  had
approximately  4,500, 500 and 200 employees,  respectively.  Of these employees,
approximately 400 were either salaried or paid based on sales commissions earned
and the  remainder  were paid on an hourly basis or on the basis of  production.
Approximately  115 of Farah U.S.A.'s United States  employees are members of the
Amalgamated  Clothing and Textile Union and approximately 1,830 of its employees
are members of various  unions in Mexico.  The collective  bargaining  agreement
with the  Company's  United  States  employees  expires in  February  1997.  The
collective  bargaining  agreements for the Company's employees in Mexico expired
in December 1995 and January  1996,  and are currently  under  negotiation.  The
Company considers its relations with its employees to be good.

Environmental Regulations

         Current  environmental  regulations have not had and, in the opinion of
the Company, assuming the continuation of present conditions,  will not have any
material effect on the capital expenditures, earnings or competitive position of
the Company.

Derivative Financial Instruments

         In 1995, the Company did not utilize derivative financial instruments.


<PAGE>


Item 2.  Properties

         The   Company's   principal   executive   offices  and  United   States
distribution  facility are located in El Paso, Texas. The Company considers both
its  domestic and  international  facilities  to be suitable,  adequate and with
sufficient productive capacity for current operations.

         The following table reflects the general location,  use and approximate
size of the  Company's  significant  real  properties  currently in use or under
construction:

<TABLE>
<CAPTION>

                                                               Approximate      Owned/
  Location                          Use                       Square Footage  Leased (1)
  --------                          ---                       --------------  ----------
<S>                            <C>                               <C>           <C>                                             
El Paso, Texas                 Garment manufacturing plant         116,000     Owned (2)
Chihuahua, Mexico              Garment manufacturing plant          54,000     Owned
San Jose, Costa Rica           Garment manufacturing plant         124,000     Owned
Cartago, Costa Rica            Garment manufacturing plant          77,000     Owned
Galway & Kiltimagh, Ireland    Two garment manufacturing plants     59,000     Owned
Auckland, New Zealand          Office/Warehouse                      9,000     Owned
El Paso, Texas                 Garment manufacturing plant,      1,033,000     Leased (3)
                                warehouse and office facility
El Paso, Texas                 Garment manufacturing plant         201,000     Leased
Piedras Negras, Mexico         Five garment manufacturing plants   193,000     Leased
Ballyhaunis, Ireland           Garment manufacturing plant          24,000     Leased
Sydney, Australia              Office/Warehouse                     29,000     Leased
Suva, Fiji                     Two garment manufacturing plants     35,000     Leased (4)
Witham, United Kingdom         Office/Warehouse                     57,000     Leased
Retail locations in the 
    United States              38 Retail stores                    117,000     Leased

<FN>
     (1)  See  Note  8 of  Notes  to  Consolidated  Financial  Statements  for a
discussion of lease terms. 
     (2) Plant currently used for storage.   Underlying  land is leased  through  
February  2002.
     (3) Originally  owned by  the  Company  and sold  and leased  back in 1988.
Initial  lease term is ten years  ending in 1998.  In fiscal 1992, approximately
45% of the Company's El Paso building was subleased to a third  party for a term
approximating six and a half years.
     (4) By a 50% joint venture.
</FN>
</TABLE>


Item 3.  LEGAL PROCEEDINGS

         The Company is a defendant in several legal actions.  In the opinion of
the  Company's  management,  based upon the advice of the  respective  attorneys
handling  such  cases,  the  aggregate  of  expected  fees,  expenses,  possible
settlements  and  liability  will  not have a  material  adverse  effect  on the
financial performance of the Company.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


<PAGE>


                                  PART II

Item 5.       MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
              STOCKHOLDER MATTERS

         The information required under this item is set forth under the caption
"Common Stock" on page 22 of the Company's Annual Report to Shareholders for the
fiscal year ended November 3, 1995 and is incorporated herein by reference.

Item 6.  SELECTED FINANCIAL DATA

         The information required under this item is set forth under the caption
"Selected  Financial  Data"  on  page  23 of  the  Company's  Annual  Report  to
Shareholders  for the fiscal  year ended  November  3, 1995 and is  incorporated
herein by reference.

Item 7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF OPERATIONS
         
         The information required under this Item is set forth under the caption
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  on  pages  24  through  28  of  the  Company's   Annual  Report  to
Shareholders  for the fiscal  year ended  November  3, 1995 and is  incorporated
herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The following  consolidated  financial statements of Farah Incorporated
and  Subsidiaries  included in the Company's  Annual Report to Shareholders  for
fiscal year ended November 3, 1995 on page 8 through 22 are incorporated  herein
by reference:

       Quarterly Data (Unaudited) - Supplementary Data for
               fiscal years 1995 and 1994
       Consolidated  Statements of Operations - Years ended  November
               3, 1995, November 4, 1994 and November 5, 1993
       Consolidated Balance Sheets - November 3, 1995 and November 4, 1994
       Consolidated Statements of Shareholders' Equity - Years
               ended  November 3, 1995 November 4, 1994 and November 5, 1993
       Consolidated Statements of Cash Flows - Years ended
               November 3, 1995,  November  4, 1994 and  November 5, 1993
       Notes to Consolidated  Financial Statements - November 3, 1995,
               November 4, 1994 and November 5, 1993
       Report of Independent Public Accountants

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE

         None

<PAGE>
                                PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required under this item is set forth under the caption
"Directors  and Executive  Officers" on pages 4 and 5, and  "Performance  of the
Common Stock" and "Stock Option and  Compensation  Committee Report on Executive
Compensation"  on pages 12 and 13 of the Company's Proxy Statement dated January
29, 1996 prepared in connection with its 1996 Annual Meeting of Shareholders and
is incorporated herein by reference.

Item 11.  EXECUTIVE COMPENSATION

         The information required under this item is set forth under the caption
"Compensation  of  Executive  Officers"  on pages 7 through 10 of the  Company's
Proxy  Statement  prepared  in  connection  with  its  1996  Annual  Meeting  of
Shareholders and is incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

         The information required under this item is set forth under the caption
"Ownership of Common Stock" on pages 2 and 3 of the  Company's  Proxy  Statement
prepared in  connection  with its 1996  Annual  Meeting of  Shareholders  and is
incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information  required  under this item is set forth under the  captions
"Certain Matters  Involving  Directors and  Shareholders"  and  "Compensation of
Directors"  on pages  6, 10 and 11,  respectively,  of the  Company's  Proxy
Statement  prepared in connection  with its 1996 Annual Meeting of  Shareholders
and is incorporated herein by reference.

                                  PART IV

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

         (a) The consolidated  financial  statements and notes together with the
Report of Independent Public  Accountants and Selected  Financial  Highlights as
included in the Company's  Annual Report to  Shareholders  for fiscal year ended
November  3, 1995 filed with this  Annual  Report on Form 10-K are  incorporated
herein by reference  (only the  financial  statements  listed  below,  which are
included in the Annual Report to Shareholders for the fiscal year ended November
3,  1995,  are  filed  herewith  and  the  remainder  of the  Annual  Report  to
Shareholders  for the fiscal  year ended  November 3, 1995 is  furnished  to the
Commission for its information):

         Consolidated  Statements of Operations - Years ended  November 3, 1995,
                  November 4, 1994 and November 5, 1993
         Consolidated Balance Sheets - November 3, 1995 and November 4, 1994
         Consolidated Statements of Shareholders' Equity - Years ended
                  November  3,  1995,  November  4,  1994 and  November  5, 1993
         Consolidated Statements of Cash Flows - Years ended
                  November 3, 1995, November 4, 1994 and November 5, 1993
         Notes to Consolidated Financial Statements
         Report of Independent Public Accountants
         Quarterly Data (unaudited) - Supplementary Data for
                  fiscal years 1995 and 1994
         Selected Financial Data for fiscal years ended 1991 to 1995



<PAGE>


         (b)      Reports on Form 8-K.

         No reports on Form 8-K were filed during the last quarter of the period
for which this report is filed.

         (c)      Exhibits.

3        Articles of Incorporation and Bylaws.

* 3.1  Restated  Articles of  Incorporation  dated March 17, 1988 (filed as
       Exhibit 3.1 to Form S-3 as of March 25, 1994).

* 3.2  Amendment to the  Articles of  Incorporation  of Farah  Incorporated
       dated March 26, 1993 (filed as Exhibit 3.2 to Form S-3 on March 25,
       1994).

* 3.3  Bylaws of Farah Incorporated  Amended and Restated as of September 1,
       1993 (filed as Exhibit 3.2 to Form 10-K as of November 5, 1993).

4 Instruments defining the Rights of Security Holders, including Indentures.

* 4.1  Indenture,  dated as of February 1, 1994 (filed as Exhibit 1 to Form 8-A
       as of February 1, 1994).
      
               Pursuant to subsection (b)(4)(iii) of Item 601 of Regulation S-K,
               Registrant  hereby  agrees  to  furnish  to the  Commission  upon
               request copies of other instruments defining rights of holders of
               long-term debt, none of which instruments authorizes indebtedness
               in an amount in excess of 10% on consolidated assets.

10       Material Contracts.

* 10.1  Amended and  Restated  Employment  Agreement  dated  August 2, 1994
        (filed as Exhibit 10.52 to Form 10-Q dated August 5, 1994).

* 10.2  Amended and  Restated  Employment  Agreement  dated August 25, 1994
        (filed as Exhibit 10.3 to Form 10-K dated November 4, 1994).

* 10.3  Amended and  Restated  Employment  Agreement  dated August 25, 1994
        (filed as Exhibit 10.4 to Form 10-K dated November 4, 1994).

* 10.4  Net Lease,  dated as of May 16, 1988,  between  Farah U.S.A.,  Inc. and
        Far Pass Realty  Associates, Ltd. (filed as Exhibit 5 to Form 8-K dated
        May 25, 1988).

* 10.5  Guarantee of Lease by Farah Incorporated (filed as Exhibit 6 to Form 8-K
        dated May 25, 1988).  

* 10.6  Pledge  Agreement  by  Farah  U.S.A.,  Inc.  to  Far  Pass  Realty
        Associates, Ltd. (filed as Exhibit 7 to Form 8-K dated May 25, 1988).

* 10.7  Amended and Restated Farah  Manufacturing  Company,  Inc. 1986 Stock
        Option Plan, and Form of Stock Option  Agreement  (filed as Exhibit
        4(a) to the Company's Registration Statement on Form S-8, Registration
        No. 2-75949).

<PAGE>


* 10.8  Farah  Manufacturing  Company,  Inc. Executive Stock Option Plan, as
        amended, and form of Stock Option Agreement (filed as Exhibit 10.29 to
        Form 10-K as of October 31, 1988).

* 10.9  Farah Incorporated 1988 Non-Employee  Directors Stock Option Plan and 
        form of Stock Option  Agreement  (filed as Exhibit 10.31 to Form 10-K
        as of October 31, 1988).

* 10.10 Accounts Financing Agreement (Security  Agreement), dated August 2, 1990
        between Farah U.S.A., Inc. ("Farah  U.S.A.") and Congress  Financial
        Corporation  (Southwest)  ("Congress")  (filed as Exhibit 10.53 to Form 
        10-Q as of July 31, 1990).

* 10.11 Covenant Supplement to Accounts Financing Agreement (Security Agreement)
        dated August 2, 1990, between Farah U.S.A and Congress (filed as Exhibit
        10.54 to Form 10-Q as of July 31, 1990).

* 10.12 Inventory and Equipment  Security  Agreement  Supplement to Accounts 
        Financing Agreement (Security Agreement) dated August 2, 1990,  between 
        Farah U.S.A. and Congress (filed as Exhibit 10.56 to Form 10-Q as of 
        July 31, 1990).

* 10.13 Trade Financing Agreement Supplement to Accounts Financing Agreement
        (Security  Agreement)  dated  August 2, 1990,  between Farah U.S.A. and 
        Congress (filed as Exhibit 10.57 to Form 10-Q as of July 31, 1990).

* 10.14 Form of Pledge and Security Agreement,  dated August 2, 1990 (filed as
        Exhibit 10.58 to Form 10-K as of October 31, 1990).

* 10.15 Collateral Assignment of License,  dated August 2, 1990, by Farah
        U.S.A. in favor of Congress (filed as Exhibit 10.60 to Form 10-Q as of
        July 31, 1990).

* 10.16 Estoppel and Consent Agreement, dated August 2, 1990 by Farah 
        Incorporated("Farah")(filed as Exhibit 10.61 to Form 10-Q as of July 31,
        1990).

* 10.17 Deed of Trust and Security Agreement,  dated July 30, 1990, by Farah 
        U.S.A. and Farah in favor of Congress (filed as Exhibit 10.63 to 
        Form 10-Q as of July 31, 1990).

* 10.18 Form of Guarantee and Waiver, dated August 2, 1990 (filed as Exhibit  
        10.64 to Form 10-K as of October 31, 1990).

* 10.19 Collateral Assignment of Agreements,  dated August 2, 1990, by Farah in 
        favor of Congress (filed as Exhibit 10.68 to Form 10-Q as of July 31,
        1990).

* 10.20 Collateral Assignment of Agreements, dated August 2, 1990, by Farah 
        Manufacturing Company of New Mexico, Inc. in favor of Congress (filed 
        as Exhibit 10.69 to Form 10-Q as of July 31, 1990).

* 10.21 Subordination Agreement,  dated August 2, 1990, by Farah U.S.A. and
        Farah (filed as Exhibit 10.70 to Form 10-Q as of July 31, 1990).


<PAGE>


* 10.22 Form of Pledge and Security Agreement,  dated August 2, 1990 (filed as
        Exhibit 10.71 to Form 10-K as of October 31, 1990).

* 10.23 Trademark  Collateral  Assignment and Security  Agreement, dated  
        August 2, 1990,  by Farah in favor of  Congress  (filed as Exhibit
        10.75 to Form 10-Q as of July 31, 1990).

* 10.24 Patent Collateral Assignment and Security Agreement, dated August 2,
        1990, by Farah in favor of Congress (filed as Exhibit 10.76 to Form 10-Q
        as of July 31, 1990).

* 10.25 General Security Agreement, dated August 2, 1990, by Farah in favor of
        Congress (filed as Exhibit 10.77 to Form 10-Q as of July 31, 1990).

* 10.26 Form of General Security Agreement, dated August 2, 1990 (filed as
        Exhibit 10.78 to Form 10-K as of October 31, 1990).

* 10.27 Amendment No. 1, dated November 5, 1990, to Financing Agreements dated 
        August 2, 1990 (filed as Exhibit 10.98 to Form 10-K as of October 31,
        1990).

* 10.28 Amendment No. 2 dated February 11, 1991, to Financing Agreements dated 
        August 2, 1990 (filed as Exhibit 10.103 to Form 10-Q as of January 31,
        1991).

* 10.29 Sublease between Farah U.S.A., Inc. and The Tonka Corporation, dated 
        January 6, 1992 (filed as Exhibit 10.107 to Form 10-K as of October 31,
        1991).

* 10.30 Farah Incorporated 1991 Stock Option and Restricted Stock Plan dated  
        October 15, 1991 (filed as Exhibit 10.108 to Form 10-K as of October 31,
        1991).

* 10.31 Amendment No. 3 dated January 29, 1992, to Financing Agreements dated
        August 2, 1990 (filed as Exhibit 10.112 to Form 10-Q as of February 7,
        1992).

* 10.32 Amendment No. 4 dated June 25, 1992, to Accounts Financing Agreement  
        dated August 2, 1990 between Congress Financial Corporation (Southwest) 
        and Farah U.S.A., Inc. (filed as Exhibit 10.118 to Form 10-Q as of
        August 7, 1992).

* 10.33 Amendment No. 5 dated August 31, 1992, to Accounts Financing Agreement  
        dated August 2, 1990 between Congress Financial Corporation (Southwest)
        and Farah U.S.A., Inc. (filed as Exhibit 10.119 to Form 10-Q as of
        August 7, 1992).

* 10.34 Amendment No. 6 dated September 4, 1992, to Accounts Financing
        Agreement dated August 2, 1990 between Congress Financial Corporation 
        (Southwest)and Farah U.S.A., Inc. (filed as Exhibit 10.120 to Form 10-Q
        as of August 7, 1992).

* 10.35 Amendment No.7 dated September 16, 1992, to Accounts Financing Agreement
        dated August 2, 1990 between Congress Financial Corporation (Southwest) 
        and Farah U.S.A., Inc. (filed as Exhibit 10.121 to Form 10-Q as of
        August 7, 1992).

* 10.36 Stock Purchase Agreement dated August 4, 1992, between Farah
        Incorporated and Marciano  Investments, Inc. (filed as Exhibit 10.122 
        to Form 10-Q as of August 7, 1992).

* 10.37 Letter Agreement dated October 28, 1992, amending the Accounts Financing
        Agreement dated August 2, 1990 between Farah U.S.A., Inc. and Congress  
        Financial Corporation (Southwest), (filed as Exhibit 10.125 to Form 10-K
        as of November 6, 1992).


<PAGE>


* 10.38 Amended and Restated Farah Savings and Retirement  Plan, as of January 
        1, 1991, (filed as Exhibit 10.125 to Form 10-K as of November 6, 1992).

* 10.39 Amended and Restated Stock Purchase Agreement dated March 12, 1993  
        (amending and restating the stock purchase agreement dated February 23,
        1993) between Farah Incorporated, the Georges Marciano Trust and the 
        Paul Marciano Trust, (filed as Exhibit 10.128 to Form 10-Q as of May 7,
        1993).

* 10.40 Amendment No. 8 to Financing  Agreements  as of May 7, 1993 between
        Farah U.S.A., Inc. and Congress Financial Corporation (Southwest),
        (filed as Exhibit 10.129 to Form 10-Q as of May 7, 1993).

* 10.41 Amendment No. 9 dated July 16, 1993 to Accounts Financing Agreement
        dated August 2, 1990 between  Congress  Financial  Corporation  
        (Southwest) and Farah U.S.A., Inc., (filed as Exhibit 10.130 to
        Form 10-Q as of August 6, 1993).

* 10.42 Deferred Compensation Agreement dated December 20, 1993 (filed as
        Exhibit 10.45 to Form 10-K as of November 4, 1994).

* 10.43 Deferred Compensation  Agreements dated December 16, 1994 (filed as
        Exhibit 10.46 to Form 10-K as of November 4, 1994).

* 10.44 Amendment No. 10 dated November 5, 1993 to Accounts Financing Agreement
        dated August 2, 1990 between Congress Financial Corporation (Southwest)
        and Farah U.S.A., Inc. (filed as Exhibit 10.49 to Form 10-K as of
        November 5, 1993).

* 10.45 Amendment No. 11 dated January 21, 1994 to Accounts Financing Agreement
        dated August 2, 1990 between Congress Financial Corporation (Southwest)
        and Farah U.S.A., Inc. (filed as Exhibit 10.50 to Form 10-Q dated
        February 4, 1994).

* 10.46 Amendment No. 12 dated July 14, 1994 to Accounts Financing dated August
        2, 1990 between Congress Financial Corporation (Southwest) and Farah  
        U.S.A., Inc. (filed as Exhibit 10.53 to Form 10-Q dated August 5, 1994).

* 10.47 Lease Agreement between Farah U.S.A., Inc. and Bank of America National 
        Trust & Savings  Association  dated December 8, 1994 (filed as Exhibit  
        10.50 to Form 10-K  dated  November  4, 1994).

* 10.48  Amendment No. 13 dated March 7, 1995 to Accounts Financing Agreement  
         dated August 2, 1990 between Congress Financial Corporation
         (Southwest) and Farah U.S.A., Inc. (filed as Exhibit 10.51 to Form 
         10-Q as of May 5, 1995).

* 10.49  Amendment No. 14 dated April 5, 1995 to Accounts Financing Agreement
         dated August 2, 1990 between Congress Financial Corporation (Southwest)
         and Farah U.S.A., Inc. (filed as Exhibit 10.52 to Form 10-Q as of
         August 4, 1995).

* 10.50  Amendment No. 15 dated August 1, 1995 to Accounts Financing Agreement 
         dated August 2, 1990 between Congress Financial Corporation (Southwest)
         and Farah U.S.A., Inc. (filed as Exhibit 10.53 to Form 10-Q as of
         August 4, 1995).

* 10.51  First Amendment dated August 25, 1995 to Lease Agreement between Farah 
         U.S.A., Inc. and Bank of America National Trust & Savings Association  
         dated December 8, 1994 (filed as Exhibit 10.54 to Form 10-Q as of 
         August 4, 1995).

* 10.52  First Amendment dated August 25, 1995 to Guaranty between Farah
         U.S.A., Inc. and Bank of America National Trust & Savings Association
         dated December 8, 1995 (filed as Exhibit 10.55 to Form 10-Q as of
         August 4, 1995).

  10.53  Amended and Restated Employment Agreement dated July 10, 1995.

  10.54   Form of Deferred Compensation Agreements dated December 21, 1995.


      *Incorporated herein by reference.


      13       Annual Report to Shareholders for Fiscal Year 1995

      21       Subsidiaries of Farah Incorporated

      23       Consent of Independent Public Accountants

      27       Financial Data Schedule


<PAGE>
                                  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.

                                     FARAH INCORPORATED
                                     (Registrant)


                                     /s/ James C. Swaim
                                     ------------------------------------------
                                     James C. Swaim
                                     Principal Financial Officer

                                     /s/ Russell G. Gibson
                                     ------------------------------------------
                                     Russell G. Gibson
                                     Principal Accounting Officer
     
Dated:      January 29, 1996


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on January 29, 1996.



/s/ Richard C. Allender                      /s/ Michael R. Mitchell
------------------------------------         -----------------------------------
Richard C. Allender                          Michael R. Mitchell
Principal Executive Officer, Director        Director

/s/ Clark L. Bullock                         /s/ Timothy B. Page
------------------------------------         -----------------------------------
Clark L. Bullock                             Timothy B. Page
Director                                     Director

/s/ Christopher L. Carameros                 /s/ Charles J. Smith
------------------------------------         -----------------------------------
Christopher L. Carameros                     Charles J. Smith
Director                                     Director

/s/ Sylvan Landau                            /s/ James C. Swaim
------------------------------------         -----------------------------------
Sylvan Landau                                James C. Swaim
Director                                     Director


<PAGE>


                 FARAH INCORPORATED AND SUBSIDIARIES

               FORM  10-K  INDEX TO  ATTACHED  EXHIBITS
           (All  Exhibits  listed are on pages 17 through 59)


                                                                          Page
                                                                         Numbers

Exhibit 10.53      Amended and Restated Employment Agreement               17
                   dated July 10, 1995.

Exhibit 10.54      Form of Deferred Compensation Agreements dated          25
                   December 21, 1995.

Exhibit 13         Annual Report to Shareholders for Fiscal                29
                   Year 1995.

Exhibit 21         Subsidiaries of Farah Incorporated.                     57

Exhibit 23         Consent of Independent Public Accountants.              58

Exhibit 27         Financial Data Schedule                                 59