<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                   FORM 10-KA

(MARK ONE)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED February 1, 1997
                          ----------------

                                       OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                 TO                
                               ----------------  ----------------

                         COMMISSION FILE NUMBER 1-12552
                                                -------

                                THE TALBOTS, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              Delaware                                  41-1111318
              --------                                  ----------
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)


175 Beal Street, Hingham, Massachusetts                   02043
---------------------------------------                   -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617)749-7600
                                                   -------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
         TITLE OF EACH CLASS          NAME OF EACH EXCHANGE ON WHICH REGISTERED
         -------------------          -----------------------------------------
         Common Stock                 New York Stock Exchange
         $0.01 Par Value


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None.

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS TO BE
FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE
PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO THE 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. [X]

THE APPROXIMATE AGGREGATE MARKET VALUE OF THE REGISTRANT'S COMMON STOCK HELD BY
NON-AFFILIATES (FOR THIS PURPOSE, DEEMED TO REFER TO ALL PERSONS AND ENTITIES
OTHER THAN EXECUTIVE OFFICERS, DIRECTORS AND 10% OR MORE SHAREHOLDERS) BASED ON
THE CLOSING SALE PRICE ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON APRIL 3,
1997 WAS APPROXIMATELY $348 MILLION.

NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF APRIL 3,
1997: 32,917,757

                      DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR
ENDED FEBRUARY 1, 1997 ARE INCORPORATED BY REFERENCE INTO PART II, AND PORTIONS
OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS
ARE INCORPORATED BY REFERENCE INTO PART III.




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                                   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.

Dated: May 13, 1997

       THE TALBOTS, INC.
       (Registrant)


       By /s/  Edward Larsen
          --------------------------------------------
          Edward L. Larsen
          Senior Vice President, Finance, and Chief
          Financial Officer and Treasurer (Principal
          Financial and Accounting Officer)
<PAGE>   3

     10.42  Employment Agreement, dated as of October 22, 1993, between Arnold
            B. Zetcher and Talbots.(1) (as amended by Amendment No. 1 dated May
            11, 1994).(4)

     10.43  Amendment No. 1 to The Talbots, Inc. Supplemental Retirement Plan,
            dated as of November 18, 1993.(2)

     10.44  Amendment No. 1 to The Talbots, Inc. Supplemental Savings Plan,
            dated as of November 18, 1993.(2)

     10.45  Amendment No. 1 to The Talbots, Inc. Deferred Compensation Plan,
            dated as of November 18, 1993.(2)

     10.46  Employment Agreement, dated as of October 22, 1993, between Clark
            Hinkley and The Talbots, Inc.(2) (as amended by Amendment No. 1
            dated May 11, 1994).(4)

     10.47  Change in Control Agreements, dated as of November 11, 1993,
            between Talbots and each of J. Bruce Ash, Edward Larsen, Michele
            Mandell, Ronald Ramseyer, Richard T. O'Connell, Bruce Soderholm,
            Stuart Stolper, Jacqueline Corso, Paul Kastner, Sandy Katz, Steven
            Siegler and Lucy Main Tweet.(2)

     10.48  Change in Control Agreements, dated August 22, 1994, between
            Talbots and each of Judith O'Keefe and Bruce Prescott.(4)

(11) Statement re Computation of Per Share Earnings
     ----------------------------------------------

     11.1   Computation of weighted average number of shares outstanding used
            in determining primary and fully diluted earnings per share.

(13) Annual Report to Security Holders
     ---------------------------------

     13.1   Excerpts from the 1996 Annual Report of Talbots incorporated by
            reference. 


(21) Subsidiaries.
     ------------

     21.1   List of subsidiaries of Talbots.(1)

(23) Consents of Experts and Counsel.
     -------------------------------
 
     23.1   Independent Auditors' Consent of Deloitte & Touche LLP.

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