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

                                    FORM 10-K
                                   (MARK ONE)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED January 30, 1999
                          ----------------
  
                                       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)


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

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

</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (781) 749-7600
                                                   --------------       
        

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

<TABLE>
<S>                                          <C>

         TITLE of EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
         -------------------                 -----------------------------------------
         Common Stock                         New York Stock Exchange
         $0.01 Par Value
</TABLE>


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 8,
1999 WAS APPROXIMATELY $283.3 MILLION.

NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF APRIL 8,
1999: 31,159,803

                      DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR
ENDED JANUARY 30, 1999 ARE INCORPORATED BY REFERENCE INTO PART I AND PART II,
AND PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1999 ANNUAL MEETING OF
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III.






<PAGE>   2

                                                     
                                     PART I


ITEM 1.  BUSINESS.

GENERAL

         The Talbots, Inc., a Delaware corporation (together with its wholly
owned subsidiaries, "Talbots" or the "Company"), is a leading national specialty
retailer and cataloger of women's and children's classic apparel, accessories
and shoes. Over the past ten years, the Company has implemented an aggressive
store expansion program, with the number of stores increasing from 137 at the
end of 1988 to 638 at the end of 1998. During 1998, Talbots issued 25 separate
catalogs with a combined circulation of approximately 52.6 million. Total net
sales were approximately $1,142.2 million in 1998, of which retail store sales
were approximately $973.0 million and catalog sales were approximately $169.2
million.

         Talbots complies with the National Retail Federation's fiscal calendar.
Where a reference is made to a particular year or years, it is a reference to
Talbots 52-week or 53-week fiscal year. For example, "1998" refers to the
52-week fiscal year ended January 30, 1999, "1997" refers to the 52-week fiscal
year ended January 31, 1998 and "1996" refers to the fiscal year ended February
1, 1997. The last 53-week fiscal year was 1995, ending February 3, 1996; the
next 53-week fiscal year will be fiscal 2000, ending February 3, 2001.

         Talbots stores and catalogs offer a distinctive collection of classic
sportswear, casual wear, dresses, coats, sweaters, accessories and shoes,
consisting primarily of Talbots own private label merchandise in misses and
petites sizes. Talbots Kids & Babies stores and catalogs offer an assortment of
high quality classic clothing and accessories for infants, toddlers, boys and
girls. Talbots merchandising strategy focuses on achieving a "classic look",
which emphasizes timeless styles. Talbots stores and catalogs offer a variety of
key basic and fashion items and a complementary assortment of accessories and
shoes which enable customers to assemble complete wardrobes. The consistency in
color, fabric and fit of Talbots merchandise allows a customer to create
wardrobes across seasons and years. The Company believes that a majority of its
customers are college-educated and employed, primarily in professional and
managerial occupations, and are attracted to Talbots by its focused
merchandising strategy, personalized customer service and continual flow of high
quality, reasonably priced classic merchandise.

         Talbots has established a market niche as a brand in women's and
children's classic apparel, accessories and shoes. In 1998, approximately 98% of
the Company's merchandise consisted of styles that were sold exclusively under
the Talbots label. Most of this merchandise is manufactured to the
specifications of the Company's technical designers and product developers,
enabling Talbots to offer consistently high quality merchandise that the Company
believes differentiates Talbots from its competitors.


                                       1


<PAGE>   3


         The Company operates its stores and catalogs as an integrated business
and provides the same personalized service to its customers regardless of
whether merchandise is purchased through its stores or catalogs. The Company
believes that the synergy between Talbots stores and catalogs offers an
important convenience to its customers and a competitive advantage to the
Company in identifying new store sites and testing new business concepts.

         The first Talbots store was opened in 1947 in Hingham, Massachusetts by
Rudolph and Nancy Talbot. The first Talbots catalog was issued the following
year with a circulation of approximately 3,000. Additional stores were opened
beginning in 1955, and there was a total of five Talbots stores by 1973, at
which time the Company was acquired by General Mills, Inc. Talbots continued to
expand and grew to 126 stores by June 1988. In June 1988, JUSCO (U.S.A.), Inc.
("JUSCO USA"), a Delaware corporation, acquired Talbots (the "Acquisition").
JUSCO USA is a wholly owned subsidiary of JUSCO Co., Ltd. ("JUSCO"), a Japanese
corporation. On November 18, 1993, the Company effected an initial public
offering of its common stock (the "Offering"), issuing approximately 12.6
million shares of common stock. Subsequent to the Offering, JUSCO USA remains
the Company's majority shareholder, and at January 30, 1999 owned approximately
62.7% of the outstanding common stock of the Company.

         The Company grew significantly after the Acquisition by adding stores
and developing new complementary business concepts that capitalize on the
strength of the Talbots name and its loyal customer base. By January 30, 1999,
the number of stores increased to 638, located in 44 states, the District of
Columbia, Canada and the United Kingdom. This number included 388 Talbots Misses
stores (including 19 Misses stores in Canada and six Misses stores in the United
Kingdom), 140 Talbots Petites stores (including one Petites store in Canada), 33
Talbots Accessories & Shoes stores, 57 Talbots Kids stores (43 of which include
a Talbots Babies assortment), one Talbots Woman store and 19 Talbots Outlet
stores.

         Talbots catalog business also has undergone changes. The circulation of
catalogs has been reduced by 33% from 78.1 million catalogs in 1989 to 52.6
million catalogs in 1998. This circulation reduction has been an integral part
of a strategy to better focus the distribution of catalogs to proven customers.

         Information concerning the Company's retail store business and the 
Company's catalog business and certain geographic information is incorporated 
by reference to note 9 of the Company's consolidated financial statements on 
pages 36 and 37 of Talbots Annual Report to Shareholders for the fiscal year 
ended January 30, 1999.

STRATEGY

         The key elements of the Company's strategy are to: (1) maintain its
strong competitive position in the classics niche by providing consistently
classic women's and children's apparel, accessories and shoes, (2) continue to
operate as a predominantly private label retailer, (3) maintain its posture as a
limited promotion retailer, (4) continue to capitalize on its complementary
store and catalog operations, (5) continue to provide superior customer service
and (6) offer a broad mix of store locations.

         MARKET NICHE IN CLASSIC APPAREL. Talbots stores and catalogs offer a
distinctive collection of sportswear, casual wear, dresses, coats, sweaters,
accessories and shoes, consisting primarily of the Company's own private label
merchandise in misses and petites sizes. Talbots offers a variety of key basic
and fashion items and a complementary assortment of accessories and shoes



 
                                      2

<PAGE>   4

to enable customers to assemble complete outfits. An important aspect of the
Company's marketing strategy is wardrobing the customer from "head-to-toe." The
Company believes that consistently emphasizing timeless styles helps to create a
loyal customer base and reduces the risk that its apparel, shoes and accessories
will be affected by sudden changes in fashion trends.

         TALBOTS PRIVATE LABEL. The clothing assortment under the Talbots
private label was approximately 98% in 1998. Sales of private label merchandise
generally provide the Company with a higher gross margin than it believes would
be obtained on other merchandise and establishes Talbots identity as a brand of
women's classic apparel.

         The Company believes that the quality and value of its classic
merchandise are key competitive factors. Most of Talbots merchandise is
manufactured to the specifications of the Company's technical designers and
product developers, enabling Talbots to offer consistently high quality
merchandise that the Company believes differentiates Talbots from its
competitors. The Company continually monitors the production of its domestic and
overseas manufacturers to ensure that all apparel is of consistent fit and high
quality.

         LIMITED PROMOTION RETAILER. The Company positions itself as a limited
promotion retailer. Talbots typically holds only four major sale events a year
in its stores, consisting of two end-of-season clearance sales and two
mid-season sales. All mid-season and end-of-season store sale events are held in
conjunction with catalog sales events. No other major promotional sale events
are typically held. The Company believes that its strategy of limiting its
promotional events has reinforced the integrity of its regular prices.

         COMPLEMENTARY STORE AND CATALOG OPERATIONS. The Company's strategy is
to operate its stores and catalogs as an integrated business and to provide the
same personalized service to its customers regardless of whether merchandise is
purchased through its stores or catalogs. The Company believes that the synergy
between Talbots stores and catalogs offers an important convenience to its
customers, provides a competitive advantage to the Company and is an important
element in identifying new store sites.

         Talbots catalogs provide customers with a broader selection of
merchandise, sizes and colors than its stores. In each of its United States
stores, Talbots offers a "Red Line" phone which connects the store customer
directly to a catalog telemarketing sales associate. This service can be used by
store customers to order a particular size or color of an item that is a
catalog-only item or that is sold out in the store. A reduced shipping and
handling charge is provided to customers who use the "Red Line" phone service.
In addition to providing customers the convenience of ordering Talbots
merchandise, the Company generally uses its catalogs to communicate its classic
image, to provide customers with fashion guidance in coordinating outfits and to
generate store traffic. Catalog merchandise can be easily returned or exchanged
at any Talbots store or returned to the Company by mail.

         The Company believes that its catalog operations provide Talbots with a
competitive advantage. The customer database compiled through Talbots catalog
operations provides important demographic information and serves as an integral
part of the Company's expansion


                                       3

<PAGE>   5

strategy by helping to identify markets with the potential to support a new
store. Although the addition of stores in areas where the catalog has been
successful has resulted in slightly lower catalog sales in such areas, such
lower catalog sales have been more than offset by the significantly higher sales
generated in these areas by the opening of new stores.

         CUSTOMER SERVICE. The Company believes that it provides store and
catalog customers an extraordinarily high level of customer service. The Company
is committed to constantly improving customer service by enhancing its training
programs to ensure that sales associates are knowledgeable about all Talbots
merchandise, that they are up to date with fashion trends and that they are able
to make appropriate wardrobing suggestions to customers.

         BROAD MIX OF STORE LOCATIONS. The Company believes that providing a
broad mix of store locations helps insulate it from changes in customer shopping
patterns and allows it to offer locations that are convenient and consistent
with its image. As of January 30, 1999, the Company had 41% of its stores in
malls, 35% in specialty centers, 12% in village locations, 8% as freestanding
stores and 4% in urban locations.

MERCHANDISING

         The Company's merchandising strategy focuses on achieving a "classic
look," which emphasizes timeless styles. Talbots stores and catalogs offer a
distinctive collection of classic sportswear, casual wear, dresses, coats,
sweaters, accessories and shoes, consisting primarily of private label
merchandise made exclusively for Talbots. Talbots stores and catalogs offer a
variety of key basic and fashion items and a complementary assortment of
accessories and shoes which enable customers to assemble complete outfits. Sales
associates are trained to assist customers in merchandise selection and wardrobe
coordination, helping them achieve the Talbots look from "head-to-toe". The
consistency in color, fabric and fit of Talbots merchandise also allows a
customer to create wardrobes across seasons and years.

         PRIVATE LABEL MERCHANDISE DESIGN AND PURCHASING. Talbots private label
merchandise is designed through the coordinated efforts of the Company's
merchandising and manufacturing team, which consists of the New York-based
Talbots product development office, the technical testing and design staff, the
buying staff, the production planning staff and a Hong Kong-based product
sourcing office. Styles for Talbots private label merchandise are developed
based upon prior years' sales history and current fashion trends for each of the
Company's two main seasons, spring and fall.

         The New York-based Talbots product development office oversees the
conceptualization of Talbots merchandise. This initial product determination
concerns styling, color, and fabrication recommendations. The development
process begins approximately nine months before the expected in-house delivery
date of the merchandise.

         The Company's Hingham-based buying staff is responsible for the
quantification of specific merchandise and departmental needs and plans. These
plans are used to place specific item orders on styles developed in conjunction
with the product development office and with the



                                       4
<PAGE>   6



various merchandise vendors.

         In conjunction with the merchandise developed by the product
development team and the buying organization, the Company's Hingham-based
technical testing and design staff works to determine the technical
specifications of all private-label merchandise. In addition to preparing the
initial specifications, this group also reviews the first fit sample and,
together with the product development team, the pre-production samples of each
item to ensure that specifications and quality standards are met.

         SOURCING. In 1998, Talbots purchased approximately 41% of its
merchandise directly from off-shore vendors, and the remaining 59% through
domestic-based vendors. During the year, the Company's Hong Kong office
accounted for approximately 62% of Talbots total direct off-shore sourcing, with
the remaining 38% being handled through various agents.

         Approximately 26% of Talbots merchandise is currently sourced through
Hong Kong. Sovereignty over Hong Kong was transferred effective July 1, 1997
from the United Kingdom to the People's Republic of China. The agreement
provides that the social and economic systems in Hong Kong will remain a matter
of the people of Hong Kong's choice for 50 years after June 30, 1997. The
Company has not experienced any material difficulties as a result of this
transfer of power.

         In order to diversify the Company's Far East sourcing operations,
additional overseas sourcing offices have been established in Jakarta, Indonesia
and Bangkok, Thailand. Under the terms of an agreement between the Company and
Eralda Industries ("Eralda"), a long time supplier of the Company, Eralda serves
as the Company's exclusive agent and has established these offices to serve the
Company in this capacity.

         In addition to the Company's office in Hong Kong, which deals with
local manufacturers, and the sourcing arrangement with Eralda, Talbots utilizes
agents in Japan, Korea, Singapore, Israel, Italy, Portugal, Spain and the United
Kingdom plus domestic resources to source its merchandise. The Company analyzes
its overall distribution of manufacturing to assure that no one company or
country is responsible for a disproportionate amount of Talbots merchandise.
Directly sourced merchandise is currently manufactured to its specifications by
independent foreign factories located primarily in Hong Kong, other Asian
countries such as Macao, Thailand, Singapore, Korea and Indonesia, and Europe.

         The Company's domestic vendors include those who either manufacture
their own merchandise or supply merchandise manufactured by others, as well as
vendors that are both manufacturers and suppliers. In 1998, certain divisions of
The Kellwood Company accounted for an aggregate of approximately 6% of the total
merchandise purchased by Talbots. Most of Talbots Hong Kong and other foreign
vendors manufacture their own merchandise. The Company believes that, consistent
with the retail apparel industry as a whole, many of its domestic vendors import
a portion of their merchandise from abroad.

         The Company typically transacts business on an order-by-order basis,
however, fabric


                                       5
<PAGE>   7


projections are placed in order to better address fulfillment and replenishment
objectives. The Company does not maintain any long-term or exclusive commitments
or arrangements to purchase from any vendor. The Company believes that it has
good relationships with its vendors and that, as the number of Talbots stores
increases, there will be adequate sources to produce a sufficient supply of
quality goods in a timely manner and on satisfactory economic terms. The Company
does business with most of its vendors in United States currency and has not
experienced any material difficulties as a result of any foreign political,
economic or social instabilities.

EXPANSION

         An important aspect of the Company's business strategy has been an
expansion program designed to reach new and existing customers through the
opening of new stores. The Company has grown significantly over the past ten
years, with the number of stores increasing from 137 at the end of 1988 to 638
at the end of 1998. During that time, store net sales increased from
approximately $253.4 million in 1988 to approximately $973.0 million in 1998.
From the end of 1997 to the end of 1998, the number of Talbots stores increased
from 603 to 638.

         In addition to expanding its core Misses business, the Company has
introduced complementary new business concepts, Talbots Petites, Talbots Kids &
Babies, Talbots Accessories & Shoes and, in September 1998, two new test
concepts, Talbots Woman, a large size women's apparel line, and Talbots
Collection, an upper layer assortment of merchandise.

         In 1984, Talbots began offering merchandise in petites sizes in its
catalogs, and in 1985, the Company opened its first Talbots Petites store.
During 1989, Talbots stores began to carry a selection of Talbots Petites
merchandise, and the Company opened three additional Talbots Petites stores in
1990 as the beginning of its strategy to expand Talbots Petites business. At
January 30, 1999, 140 Talbots Petites stores were open, and virtually every item
of women's apparel in the catalog was offered in both misses and petites sizes.

         In 1989, the Company presented Talbots Kids merchandise in a separate
catalog dedicated to apparel for boys and girls. The first Talbots Kids store
opened in 1990. During 1995, Talbots expanded the Talbots Kids merchandise by
offering an assortment for infants and toddlers, Talbots Babies. By the end of
1998, 57 Talbots Kids stores were open, 43 of which included a Babies
assortment. Also in 1998, four separate Talbots Kids catalogs were circulated
nationally. The Company will continue to position Talbots Kids & Babies as a
brand that offers a complete assortment of high quality classic children's
clothing and accessories.

         In 1991, the Company introduced Talbots Intimates, an assortment of
classic sleepwear and loungewear and daywear. The Company currently operates
Intimates collections in 52 Misses stores and in 1998 offered Intimates
merchandise in four of its larger base catalogs.

         During 1994, Talbots introduced Talbots Accessories & Shoes in two
catalogs devoted to the category. The Company opened five Talbots Accessories &
Shoes stores in September 1995 and at the end of 1998 it operated 33 stores. A
limited collection of the merchandise continues to be offered in each Misses
catalog, in selected stores and, in 1998, in two catalogs.



                                       6



<PAGE>   8

         In September 1998, the Company introduced two new test concepts,
Talbots Woman and Talbots Collection. Talbots Woman was developed for customers
wearing sizes 12W to 24W who seek the same classic styling, high quality and fit
as the Company's misses and petites customers. It was introduced as a department
in seven existing Misses stores, as one separate store adjacent to other Talbots
concept stores, and in two nationally circulated catalogs.

         Talbots Collection was developed for those customers seeking a
well-defined selection of tailored sportswear featuring fine fabrics,
interesting details and distinctive novelty prints. It was introduced as a
separate department in 80 existing Talbots Misses stores in September 1998.

         The Company currently anticipates opening approximately 35 to 40 new
stores (including Misses, Petites, Accessories & Shoes, Kids and Woman stores)
in 1999.* The Company's ability to continue to expand its store base will be
dependent upon a number of factors, including its overall sales performance,
general economic and business conditions affecting consumer confidence and
spending, the availability of desirable locations and the ability to negotiate
acceptable lease terms for new locations. The Company also considers opening
such stores in established Talbots markets where a Misses store is not located,
thereby broadening the growth potential for each concept.

STORES

         Misses stores generally range in size from 3,500 to 6,500 gross square
feet, with a typical store averaging approximately 5,000 gross square feet.
Talbots Petites stores generally measure 2,500 gross square feet, and Talbots
Kids & Babies stores measure approximately 3,100 gross square feet. Talbots
Accessories & Shoes stores generally measure 1,900 gross square feet. Flagship
stores are Misses stores which are utilized to generate greater awareness of
Talbots merchandise in major metropolitan locations, including Boston, New York
City, Washington D.C., Chicago, San Francisco, London and Toronto, and generally
are larger than the average Misses store. Approximately 75% of the floor area of
all Talbots stores is devoted to selling space (including fitting rooms), with
the balance allocated to stockroom and other non-selling space.

         In certain markets, the Company has created Talbots "superstores" by
placing two or more other Talbots concepts in close proximity to a Misses store.
Together, these stores feature at least three of Talbots business
concepts--Misses, Petites, Kids & Babies and/or Accessories & Shoes--in order to
create a one-stop shopping environment. At January 30, 1999, the Company
operated 59 "superstores."

         The Company utilizes Talbots Outlet stores, which are separate from its
retail stores, to provide for the controlled and effective clearance of store
and catalog merchandise remaining from each sale event. The Company uses Talbots
Outlet stores only for the sale of past season and "as is" merchandise. The
Company does not purchase merchandise specifically for Talbots Outlet stores.
Merchandise in Talbots Outlet stores is sold at significant markdowns from
original retail prices. At January 30, 1999, the Company operated 19 Talbots
Outlet stores.



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<PAGE>   9



         Talbots stores are distinguished by a signature red door created for
each of the business concepts. Each interior is designed to have a gracious and
comfortable residential feel. This interior design theme is consistently used in
all Talbots Misses and Talbots Petites stores to promote familiarity, ease of
shopping and cost savings in the design and construction of new stores. Talbots
Kids & Babies, and Talbots Accessories & Shoes also have their respective
signature red doors and interior design themes. Talbots Kids & Babies stores are
designed to create a light atmosphere and Talbots Accessories & Shoes are
designed to reflect the atmosphere of a traditional carriage house. Management
provides guidelines for merchandise display to the stores throughout the year.

TALBOTS CATALOG

         Since 1948, the Company has used its catalog to offer customers
convenience in ordering Talbots merchandise. In 1998, the Company distributed 25
separate catalogs with a combined circulation of approximately 52.6 million,
including catalogs sent to stores for display and general distribution. During
1998, catalog sales represented approximately 14.8% of total Company sales.
Catalog circulation has included: base catalogs offering the broadest assortment
of Talbots merchandise; specialty catalogs such as the Classics That Work series
featuring career clothing; Talbots Kids & Babies catalogs; Talbots Accessories &
Shoes catalogs; Talbots Woman catalogs; and sale catalogs. In addition to
providing customers convenience in ordering Talbots merchandise, the Company
generally uses its catalogs to communicate its classic image, to provide
customers with fashion guidance in coordinating outfits and to generate store
traffic. In conjunction with the Company's store strategy to incorporate
intimate apparel into its Misses and Petites assortment, the Company added more
intimate apparel pages to its base catalogs, and discontinued the distribution
of separate catalogs dedicated to intimate apparel.

         The Company utilizes computer applications which employ mathematical
models to improve the efficiency of its catalog mailings through refinement of
its customer list. A principal factor in improving customer response has been
the Company's development of its own list of active customers. The Company
routinely updates and refines this list prior to individual catalog mailings by
monitoring customer interest as reflected in criteria such as the frequency and
dollar amount of purchases as well as the last date of purchase.

         The Company attempts to make catalog shopping as convenient as
possible. It maintains a toll-free number, accessible 24 hours a day, seven days
a week (except Christmas Day), to accept requests for catalogs and to take
customer orders. It maintains telemarketing centers in Knoxville, Tennessee and
Hingham, Massachusetts which, linked by computer and telephone, are designed to
provide uninterrupted service to customers. Telephone calls are answered by
knowledgeable sales associates located at the telemarketing centers who utilize
on-line computer terminals to enter customer orders and to retrieve information
about merchandise and its availability. These sales associates also suggest and
help to select merchandise and can provide detailed information regarding size,
color, fit and other merchandise features. In both the Hingham and Knoxville
telemarketing centers, sales associates are able to refer to current catalog
items in a sample store, thereby allowing them to view merchandise as they
assist customers.



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<PAGE>   10

         The Company employs advanced technology to process orders. Sales
associates enter orders on-line into a computerized inventory control system
which systematically updates Talbots customer list and permits the Company to
measure the response to individual merchandise and catalog mailings. Sales and
inventory information is available to the Company's Hingham-based buying staff
the next day. The Company has achieved efficiencies in order entry and
fulfillment which permit the shipment of most orders the following day.

INVENTORY CONTROL AND MERCHANDISE DISTRIBUTION

         The Company uses a centralized distribution system, under which all
merchandise is received, processed and distributed through its catalog and store
distribution center in Lakeville, Massachusetts. Merchandise received at the
distribution center is promptly inspected, assigned to individual stores, packed
for delivery and shipped to the stores. Talbots ships merchandise to its stores
virtually every business day, with each store generally receiving merchandise
twice a week. The Company believes that its strong store and catalog synergy
coupled with its central distribution system allows it to move merchandise
between the stores and catalog to better take advantage of sales trends.

         In 1995, the Company completed a $7.0 million expansion of its
distribution center in Lakeville, Massachusetts, by adding an additional 124,260
square feet to support its expansion plans. Additional mezzanine level space was
added in 1996 and 1997 to further support the Company's growth. Plans are
currently under way to expand the facility further, with a 125,000 square foot
addition expected to commence in the spring of 2000. A 75,000 square foot
addition is currently underway at the Company's Hingham, Massachusetts corporate
offices. The project is expected to be completed by the end of 1999.

MANAGEMENT INFORMATION SYSTEMS

         Talbots management information systems and electronic data processing
systems are located at the Company's Systems Center in Tampa, Florida. These
systems consist of a full range of retail, financial and merchandising systems,
including credit, inventory distribution and control, sales reporting, accounts
payable, merchandise reporting and distribution.

         All Talbots stores have point-of-sale terminals that transmit
information daily on sales by item, color and size. Talbots stores are equipped
with bar code scanning programs for the recording of store inventories, price
changes, receipts and transfers. The Company evaluates this information,
together with weekly reports on merchandise statistics, prior to making
merchandising decisions regarding reorders of fast-selling items and the
allocation of merchandise.

         Also, sales associates can locate merchandise no longer available in
their store at any Talbots location with a single phone call, 24 hours a day,
seven days a week (except Christmas Day).



                                       9

<PAGE>   11

SEASONALITY

         Historically, catalog sales had been higher during the first and third
quarters due to the timing of catalog circulation and the placement of customer
orders early in the season. However, as shopping patterns have changed and
customers are buying closer to time of need, catalog sales have been their
strongest in the fourth quarter. Retail store sales typically peak in the fourth
quarter due to the holiday season and the impact of new stores opened during the
year. Accordingly, from a total Company perspective, the highest sales are in
the fourth quarter.

COMPETITION

         The women's retail apparel industry is highly competitive. The Company
believes that the principal bases upon which it competes are quality, value and
service in offering classic apparel to build "head-to-toe" wardrobes through
both stores and catalogs.

         Talbots competes with certain departments of national specialty
department stores such as Lord & Taylor, Saks Fifth Avenue and Nordstrom as well
as strong regional department store chains such as Macy's, Marshall Field and
Dillard's. The Company believes that it competes with these department stores by
offering a focused merchandise selection, personalized service and convenience.
Talbots also competes with other specialty retailers such as The Limited, Ann
Taylor, Eddie Bauer and The Gap, and with catalog companies such as L.L. Bean,
Lands' End and Spiegel. The Company believes that its focused merchandise
selection in classic apparel, consistent private label merchandise, superior
customer service, store site selection resulting from the synergy between its
stores and catalog operations, and the availability of its merchandise in
extended misses sizes and petites sizes, distinguish it from other specialty
retailers.

EMPLOYEES

         At January 30, 1999, Talbots had approximately 8,600 employees, of whom
approximately 2,350 were full-time salaried employees, approximately 1,150 were
full-time hourly employees and approximately 5,100 were part-time hourly
employees. The Company believes that its relationship with its employees is
good.

EXECUTIVE OFFICERS OF THE COMPANY 

         The following table sets forth certain information regarding the
executive officers of the Company as of April 15, 1999:

<TABLE>
<CAPTION>
Name                                Age             Position
----                                ---             --------   

<S>                                 <C>             <C>
Arnold B. Zetcher                   58              President and Chief Executive Officer
H. James Metscher                   42              Executive Vice President, Chief Merchandising Officer
Harold Bosworth                     50              Senior Vice President, General Manager, Talbots Kids
Paul V. Kastner                     47              Senior Vice President, International and Strategic Planning
Edward L. Larsen                    54              Senior Vice President, Finance, Chief Financial Officer and Treasurer
Michele M. Mandell                  51              Senior Vice President, Stores
Richard T. O'Connell, Jr.           48              Senior Vice President, Legal and Real Estate, and Secretary
</TABLE>


                                       10

<PAGE>   12

<TABLE>
<S>                                 <C>             <C>
Mary R. Pasciucco                   45              Senior Vice President, Catalog Development and Advertising
Bruce Lee Prescott                  43              Senior Vice President, Direct Marketing
Charles R. Richardson               40              Senior Vice President, Information Services
Bruce C. Soderholm                  56              Senior Vice President, Operations
Stuart M. Stolper                   59              Senior Vice President, Human Resources

</TABLE>


         Mr. Zetcher joined Talbots as President in 1987. He has been President
and Chief Executive Officer and a member of the Board of Directors since 1988.
Mr. Zetcher was Chairman and Chief Executive Officer of John Breuner Company, a
home furnishings division of BATUS, and prior to that, Chairman and Chief
Executive Officer of Kohl's Food Stores, another BATUS division. Mr. Zetcher
also served as Chairman and Chief Executive Officer of Bonwit Teller in New
York, a high quality specialty apparel chain, and served in various capacities
during his ten years with Federated Department Stores.

         Mr. Metscher joined the Company in November 1998 as Executive Vice
President, Chief Merchandising Officer and in March 1999 was appointed to the
Company's Board of Directors. From 1996 to 1998, Mr. Metscher was President and
Chief Executive Officer of The Custom Foot, a specialty footwear company. From
1993 to 1996, Mr. Metscher was employed by Liz Claiborne, Inc., first as
President of its First Issue division and later as President of the Liz
Claiborne Retail division. Mr. Metscher had also been employed by the Company
from 1984 to 1993, holding positions of increasing responsibility including Vice
President, Merchandising and finally Vice President, Product Development.

         Mr. Bosworth joined the Company in June 1997 as Senior Vice President
and General Manager for Talbots Kids. From 1988 to 1997, Mr. Bosworth served as
Senior Vice President, Retail, of Ermengildo Zegna; and Senior Vice President
and General Merchandise Manager at the I. Magnin/Bullick's Wilshire division of
R.H. Macy, where he was responsible for numerous merchandising areas, including
children's. He also served in various capacities from 1972 to 1988 at J.W.
Robinson's, a division of Associated Dry Goods; The Broadway, a division of
Carter Hawley Hale; and Jordan Marsh, a division of Allied Stores.

         Mr. Kastner joined Talbots in 1988 as Director, Business Planning and
Analysis and became Vice President, New Business Ventures and Strategic
Planning, Assistant Treasurer and Assistant Secretary in 1989. In 1994, Mr.
Kastner was promoted to the position of Senior Vice President, International and
Strategic Planning. Prior to joining Talbots, he was Director of Research and
Merchandise Information with John Breuner Company.

         Mr. Larsen became Senior Vice President, Finance, Chief Financial
Officer and Treasurer of Talbots in 1991. From 1989 to 1991, Mr. Larsen was Vice
President and Chief Financial Officer of Lillian Vernon Corporation. From 1977
to 1988, he held various positions with General Mills, Inc., including from 1985
to 1988 the position of Vice President and Group Controller of the Specialty
Retailing Group at General Mills, Inc.



                                       11
<PAGE>   13


         Ms. Mandell has been Senior Vice President, Stores since 1992. She
joined Talbots in 1983 as Store Manager, became District Manager in 1984 and
served as Regional Director from 1985 until 1992. From 1971 to 1983 she held
management and buying positions for Price's of Oakland in Pittsburgh,
Pennsylvania and A.E. Troutman Co. in Indiana, Pennsylvania.

         Mr. O'Connell joined Talbots in 1988 as Vice President, Legal and Real
Estate and Secretary, and became Senior Vice President, Legal and Real Estate
and Secretary in 1989. Prior to joining Talbots, he served as Vice President,
Group Counsel of the Specialty Retailing Group at General Mills, Inc.

         Ms. Pasciucco has been Senior Vice President, Catalog Development and
Advertising since 1989. From 1985 until 1989, she served as Vice President,
Catalog Development, and from 1982 until 1985, she served as Director, Catalog
Development.

         Mr. Prescott became Senior Vice President, Direct Marketing in August
1998. He joined Talbots in 1987 as Manager, Direct Marketing Fulfillment. In
1988, he was promoted to the position of Director of Marketing Fulfillment and
in 1991 became Director, Customer Service and Telemarketing. In 1994, he was
promoted to the position of Vice President, Customer Service and Telemarketing.
From 1976 to 1987, he was employed by Johnny Appleseed's serving as manager of
catalog operations and supervising retail distribution and customer service.

         Mr. Richardson joined Talbots in October 1998 as Senior Vice President,
Information Services. From 1997 to 1998, Mr. Richardson was Senior Vice
President and Chief Information Officer for Best Buy Company, Inc. From 1996 to
1997, Mr. Richardson was a Product Manager for Computer Associates
International, Inc. From 1992 to 1996, he was Senior Vice President, Information
Services for Ann Taylor, and spent ten years with The Limited, Inc. in various
positions at Abercrombie and Fitch, Limited Stores and Lane Bryant.

         Mr. Soderholm has been Senior Vice President, Operations since 1989. He
joined Talbots in 1976 as Director of Operations and served as Vice President,
Operations from 1980 to 1989.

         Mr. Stolper joined Talbots in 1989 as Vice President, Human Resources
and assumed the position of Senior Vice President, Human Resources and Assistant
Secretary later that year. From 1988 to 1989, he served as Vice President,
Administration at JUSCO USA. Prior to that time, he was Vice President, Human
Resources of the Specialty Retailing Group at General Mills, Inc.

FORWARD LOOKING STATEMENTS

*This Annual Report on Form 10-K contains forward-looking information within the
meaning of The Private Securities Litigation Reform Act of 1995. The statements
may be identified by an "asterisk" ("*") or such forward-looking terminology as
"expect," "look," "believe," "anticipate," "may," "will" or similar statements
or variations of such terms. Such forward-looking statements involve certain
risks and uncertainties including levels of sales, effectiveness of the
Company's brand awareness and marketing programs, store traffic, acceptance of
Talbots fashions, expansion plans and schedule, appropriate balance of
merchandise offerings and responsiveness of the Company's core customers, timing
and levels of markdowns, and any potential disruptions to the Company's
operations caused by failure of any of the Company's IT systems, non-IT
equipment or third party suppliers or vendors to be Y2K ready, and, in each


                                       12

<PAGE>   14

case, actual results may differ materially from such forward-looking
information. Certain factors that may cause actual results to differ from such
forward-looking statements are included in the Company's Current Report on Form
8-K dated October 30, 1996 filed with the Securities and Exchange Commission (a
copy of which may also be obtained from the Company at 781-741-4500) as well as
other periodic reports filed by the Company with the Securities and Exchange
Commission and you are urged to consider such factors. The Company assumes no
obligation for updating any such forward-looking statements.






                                       13

<PAGE>   15


ITEM 2.  PROPERTIES.

         The table below presents certain information relating to the Company's
properties at January 30, 1999:

<TABLE>
<CAPTION>
    Location                   Gross Square Feet       Primary Function                Interest
    --------                   -----------------       ----------------                ---------

<S>                            <C>                   <C>                               <C>
Hingham, Massachusetts              237,161          Company headquarters              Own (46 acres)
Lakeville, Massachusetts            764,745          Distribution center               Own (110 acres)
Knoxville, Tennessee                 23,595          Telemarketing                     Lease
Tampa, Florida                       34,552          Systems center                    Lease
New York, New York                   20,500          Product development office        Lease
Hong Kong                            10,455          Merchandising and sourcing        Lease
Ontario, Canada                       1,119          Canadian regional office          Lease
London, U.K.                          1,093          U.K. management office            Lease

Stores throughout the U.S.,
   Canada and U.K.                                   Retail stores                     Own and lease (a)

</TABLE>
----------
(a) Talbots owns the property for eight of its 638 stores.


         Except for retail store space, the Company believes that its operating
facilities and sales offices are adequate and suitable for its current needs. To
address expected future office and distribution space needs, the Company has
begun an expansion of its Hingham, Massachusetts offices and expects to commence
construction on additional space at its Lakeville, Massachusetts distribution
facility in fiscal 2000. Talbots long-term expansion program, if successful, may
require additional office and distribution space to service its operations in
the future.

         At January 30, 1999, Talbots operated 638 stores, all but eight of
which were leased. The leases typically provide for an initial term of between
ten and fifteen years, with renewal options permitting the Company to extend the
term for between five and ten years thereafter. The Company generally has been
successful in renewing its store leases as they expire. Under most leases, the
Company pays a fixed annual base rent plus a contingent rent ("percentage rent")
based on the store's annual sales in excess of specified levels. The percentage
rent payment is typically 4% to 5% of annual sales in excess of the applicable
threshold. In a majority of leases negotiated since 1987, Talbots has a right to
terminate earlier than the specified expiration date if certain sales levels are
not achieved; such right is usually exercisable after five years of operation.
Most leases also require Talbots to pay real estate taxes, insurance and
utilities and, in shopping center locations, to make contributions toward the
shopping center's common area operating costs and marketing programs. The
Company has many lease arrangements that provide for an increase in annual fixed
rental payments during the lease term. At January 30, 1999, the current terms of
Talbots store leases (assuming solely for this purpose that the Company
exercises all lease renewal options) were as follows:


                                       14


<PAGE>   16
<TABLE>
<CAPTION>

                Years Lease                                          Number of
                Terms Expire                                     Store Leases(a)
                ------------                                     ---------------  

                <S>                                                     <C>
                1999-2000.................................................9
                2001-2003................................................24
                2004-2006................................................82
                2007 and later..........................................376

</TABLE>
----------
(a) Certain leases have more than one store included within the leased premises.


ITEM 3.  LEGAL PROCEEDINGS.

         Talbots is a party to certain legal actions arising in the normal
course of its business. Although the amount of any liability that could arise
with respect to these actions cannot be accurately predicted, in the opinion of
the Company any such liability will not have a material adverse effect on the
financial position, results of operations or liquidity of Talbots.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 1998.



                                       15

<PAGE>   17



                                     PART II


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

         Information concerning the market in which the Company's common stock
was traded in 1998 and the approximate number of record holders of common stock
and certain other information called for by this Item 5 are set forth under the
captions "Selected Quarterly Financial Data" on page 43 and "Market for
Registrant's Common Stock and Related Shareholder Matters" on page 44 of Talbots
Annual Report to Shareholders for the fiscal year ended January 30, 1999 and is
incorporated herein by reference.

         At April 1, 1999, approximately 62.7% of Talbots common stock was held
by JUSCO USA.


ITEM 6.  SELECTED FINANCIAL DATA.

         The information called for by this Item 6 is set forth under the
caption "Five Year Financial Summary" on page 17 of Talbots Annual Report to
Shareholders for the fiscal year ended January 30, 1999 and is incorporated
herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         The information called for by this Item 7 is set forth under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 18 to 24 of Talbots Annual Report to Shareholders for
the fiscal year ended January 30, 1999 and is incorporated herein by reference.



                                       16
<PAGE>   18

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information called for by this Item 7A is set forth under the
caption "Quantitative and Qualitative Disclosures about Market Risk" in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on page 22 of Talbots Annual Report to Shareholders for the fiscal
year ended January 30, 1999 and is incorporated herein by reference.




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The report of independent auditors, the consolidated financial
statements of Talbots, the notes to consolidated financial statements, and the
supplementary financial information called for by this Item 8 are set forth on
pages 25 to 42 of Talbots Annual Report to Shareholders for the fiscal year
ended January 30, 1999 and are incorporated herein by reference.


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

         Not applicable.



                                       17

<PAGE>   19


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Information concerning Talbots directors under the caption "Election of
Directors" on pages 2 to 4 of Talbots Proxy Statement for Talbots 1999 Annual
Meeting of Shareholders, the information concerning Talbots executive officers
set forth in Part I, Item 1 above under the caption "Executive Officers of the
Company,"and the information under the caption "Section 16 (a) Beneficial
Ownership Reporting Compliance" on page 15 of Talbots Proxy Statement for
Talbots 1999 Annual Meeting of Shareholders, are incorporated herein by
reference.


ITEM 11. EXECUTIVE COMPENSATION.

         The information set forth under the caption "Executive Compensation" on
pages 5 to 11 of Talbots Proxy Statement for Talbots 1999 Annual Meeting of
Shareholders, the information concerning director compensation under the caption
"Director Compensation; Attendance; Committees" on pages 3 and 4 of Talbots
Proxy Statement for Talbots 1999 Annual Meeting of Shareholders, and the
information under the caption "Compensation Committee Interlocks and Insider
Participation" on page 12 of Talbots Proxy Statement for Talbots 1999 Annual
Meeting of Shareholders, are each incorporated herein by reference. The
information included under "Executive Compensation-Report on Compensation of
Executive Officers" and "Executive Compensation-Performance Graph" is not
incorporated in this Item 11.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information set forth under the caption "Beneficial Ownership of
Common Stock" on pages 14 to 15 of Talbots Proxy Statement for Talbots 1999
Annual Meeting of Shareholders is incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information set forth under the caption "Executive
Compensation--Certain Transactions with Related Parties" on pages 12 to 14 of
Talbots Proxy Statement for Talbots 1999 Annual Meeting of Shareholders and the
information under the caption "Compensation Committee Interlocks and Insider
Participation" concerning Mr. Isogai on page 12 of Talbots Proxy Statement for
Talbots 1999 Annual Meeting of Shareholders, are incorporated herein by
reference.


                                       18

<PAGE>   20


                                     PART IV


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

(a)(1)    FINANCIAL STATEMENTS: The following Independent Auditors' Report and
          Consolidated Financial Statements of Talbots are incorporated herein
          by reference to pages 25 to 42 of Talbots Annual Report to
          Shareholders for the fiscal year ended January 30, 1999:

                  Consolidated Statements of Earnings for the Fifty-two Weeks
                  Ended January 30, 1999, the Fifty-two Weeks Ended January 31,
                  1998 and the Fifty-two Weeks Ended February 1, 1997

                  Consolidated Balance Sheets at January 30, 1999 and January
                  31, 1998

                  Consolidated Statements of Cash Flows for the Fifty-two Weeks
                  Ended January 30, 1999, the Fifty-two Weeks Ended January 31,
                  1998 and the Fifty-two Weeks Ended February 1, 1997

                  Consolidated Statements of Stockholders' Equity for the
                  Fifty-two Weeks Ended January 30, 1999, the Fifty-two Weeks
                  Ended January 31, 1998 and the Fifty-two Weeks Ended February
                  1, 1997

                  Notes to Consolidated Financial Statements

                  Independent Auditors' Report



(a)(2)    FINANCIAL STATEMENT SCHEDULES: The document and schedule listed below
          are filed as part of this Form 10-K:

                                                             Page in Form 10-K

                  Independent Auditors' Report on
                  Financial Statement Schedule                     F-1

                  Schedule II -- Valuation and 
                  Qualifying Accounts and Reserves
                                                                   F-2

                  All other financial statement schedules have been omitted
                  because the required information is either presented in the
                  consolidated financial statements or the notes thereto or is
                  not applicable, required or material.

(a)(3)    The following Exhibits are filed as part of, or incorporated by
          reference into, this Annual Report:



  
                                     19

<PAGE>   21


Exhibit

(3)        ARTICLES OF INCORPORATION AND BY-LAWS.

           3.1         Certificate of Incorporation, as amended, of Talbots.(1)

           3.2         By-laws of Talbots.(1)

(4)        INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
           INDENTURES.

           4.1         Form of Common Stock Certificate of Talbots.(1)

(10)     MATERIAL CONTRACTS.

           10.1         Stockholders Agreement, dated as of November 18, 1993,
                          between Talbots and JUSCO USA.(2)

           10.2         Revolving Credit Agreement, dated as of January 25,
                          1994, between Talbots and The Dai-Ichi Kangyo Bank,
                          Limited, as amended.(2), (6), (7), (9), (10)

           10.3         Revolving Credit Agreement, dated as of January 25,
                          1994, between Talbots and The Bank of Tokyo-Mitsubishi
                          Trust Company, as amended.(2), (6), (7), (9),(10)

           10.4         Revolving Credit Agreement, dated as of January 25,
                          1994, between Talbots and The Norinchukin Bank, as
                          amended.(2), (6), (7), (9), (10)

           10.5         Revolving Credit Agreement, dated as of January 25, 
                          1994, between Talbots and The Sakura Bank, Limited, as
                          amended.(2), (6), (7), (9), (10)

           10.6         Revolving Credit Agreement between Talbots and The
                          Dai-Ichi Kangyo Bank, Limited, dated as of April 14,
                          1998.(9)

           10.7         Credit Agreement between Talbots and The Bank of
                          Tokyo-Mitsubishi, Ltd., dated as of April 17, 1998.
                          (9), (10)

           10.8         Letter of Credit Agreement, dated as of August 10, 1993,
                          between Talbots and The First National Bank of
                          Boston.(1)

           10.9         Letter Agreement, dated as of June 1, 1998, concerning
                          credit facilities, between Talbots and BankBoston,
                          N.A.(10)

           10.10        Letter Agreement, dated August 11, 1998, concerning
                          credit facilities, between HSBC Corporate Banking,
                          Marine Midland Bank and Talbots.(10)



                                       20
<PAGE>   22


           10.11        Trademark Purchase and License Agreement, dated as of
                          November 26, 1993, between JUSCO (Europe) B.V. and The
                          Classics Chicago, Inc.(2)

           10.12        Services Agreement, dated as of November 18, 1993,
                          between Talbots Japan Co., Ltd. and Talbots.(2)

           10.13        Stock Purchase Agreement, dated as of November 26, 1993,
                          between Talbots and JUSCO.(2)

           10.14        License Agreement, dated as of November 26, 1993,
                          between The Classics Chicago, Inc., Talbots, Talbots
                          International Retailing Limited, Inc., Talbots
                          (Canada), Inc. and Talbots (U.K.) Retailing
                          Limited.(2)

           10.15        Tax Allocation Agreement, dated as of November 18, 1993,
                          between JUSCO USA, Talbots, Talbots International
                          Retailing Limited, Inc., Talbots (U.K.) Retailing
                          Limited and The Classics Chicago, Inc.(2)

           10.16        The Talbots, Inc. Pension Plan for Salaried Employees,
                          as amended and restated January 1, 1989, including
                          amendments through January 1, 1994.(4)

           10.17        The Talbots, Inc. Retirement Savings Voluntary Plan, as
                          amended and restated, effective as of November 1,
                          1993.(4)

           10.18        Services Agreement, dated as of October 29, 1989,
                          between Talbots and JUSCO USA.(1)

           10.19        Share Purchase Agreement, dated as of February 21, 1995,
                          between Talbots and JUSCO USA.(3)

           10.20        Second Extension of Share Repurchase Program, dated as
                          of May 23, 1997, between Talbots and JUSCO USA.(5)

           10.21        Amendment to License Agreement, dated January 29, 1997,
                          among The Classics Chicago, Inc., Talbots, Talbots
                          International Retailing Limited, Inc., Talbots
                          (Canada), Inc., and Talbots (U.K.) Retailing, Ltd.(7)


           MANAGEMENT CONTRACTS AND COMPENSATORY PLANS AND ARRANGEMENTS.

           10.22        Contract between Masaharu Isogai and Talbots, dated as
                          of November 18, 1993.(2)

           10.23        The Talbots, Inc. Supplemental Retirement Plan, as
                          amended.(1), (2)

           10.24        The Talbots, Inc. Supplemental Savings Plan, as
                          amended.(1), (2)

           10.25        The Talbots, Inc. Deferred Compensation Plan, as
                          amended.(1), (2)



                                       21
<PAGE>   23


           10.26        The Talbots, Inc. Supplemental Benefits Trust Agreement,
                          dated as of November 18, 1993, between Talbots and
                          State Street Bank and Trust Company.(2)

           10.27        The Talbots, Inc. Amended and Restated 1993 Executive
                          Stock Based Incentive Plan.(10)

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

           10.29        Change in Control Agreements, between Talbots and each
                          of Edward Larsen, Michele Mandell, Richard T.
                          O'Connell, Bruce Soderholm, Stuart Stolper, Paul
                          Kastner, Sandy Katz, Lucy Main Tweet, Judith O'Keefe
                          and Bruce Prescott.(2), (4)

           10.30        Employment Agreement, dated as of October 27, 1997,
                          between the Company and Mark Shulman.(8)

           10.31        Employment Agreement, dated as of November 23, 1998,
                          between the Company and H. James Metscher.(10)


(11)     STATEMENT RE COMPUTATION OF PER SHARE EARNINGS.

           11.1         Incorporated by reference to footnote 12
                          "Net Income Per Share" on page 41 of Talbots Annual
                          Report to Shareholders for the fiscal year ended
                          January 30, 1999.


(13)     ANNUAL REPORT TO SECURITY HOLDERS.

           13.1         Excerpts from the 1998 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.


(27)     FINANCIAL DATA SCHEDULES.

          27.1          Financial Data Schedule for the year ended January 30,
                          1999, submitted to the Securities and Exchange
                          Commission in electronic format.


                                       22
<PAGE>   24


--------------------

(1)     Incorporated by reference to the exhibits filed with Talbots
        Registration Statement on Form S-1 (No. 33-69082), which Registration
        Statement became effective November 18, 1993.

(2)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 25, 1994.

(3)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated February 21, 1995.

(4)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 27, 1995.

(5)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated May 23, 1997.

(6)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated November 21, 1995.

(7)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 30, 1997.

(8)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated October 27, 1997.

(9)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated November 30, 1997.

(10)    Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 29, 1999.

(b)    REPORT ON FORM 8-K: No Current Reports on Form 8-K filed were filed
        during the fourth quarter of fiscal 1998.

With the exception of the information incorporated by reference to the Annual
Report to Shareholders in Items 5, 6, 7 and 8 of Part II and Item 14 of Part IV
of this Annual Report, Talbots 1998 Annual Report to Shareholders is not to be
deemed filed as part of this Annual Report.


                                       23


<PAGE>   25





                                   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: April 30, 1999

           THE TALBOTS, INC.
           (Registrant)


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

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 as of April 30, 1999:



/s/ Arnold B. Zetcher                                 /s/ Masaharu Isogai
--------------------------------                      --------------------------
Arnold B. Zetcher                                     Masaharu Isogai
President and Chief Executive                         Director
Officer and Director

                                                      /s/ Elizabeth T. Kennan 
--------------------------------                      --------------------------
Takuya Okada                                          Elizabeth T. Kennan
Chairman of the Board of                              Director
Directors

--------------------------------                      --------------------------
Eiji Akiyama                                          Motoya Okada
Director                                              Director


/s/ H. James Metscher                                 /s/ Mark H. Willes   
--------------------------------                      --------------------------
H. James Metscher                                     Mark H. Willes
Officer and Director                                  Director





<PAGE>   26


==============================================================================





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 ---------------




                                    FORM 10-K


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


                                 ---------------



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


                                 ---------------


                                    EXHIBITS


                                 ---------------



 ==============================================================================

<PAGE>   27


                                  EXHIBIT INDEX

Exhibit
-------

(3)        ARTICLES OF INCORPORATION AND BY-LAWS.

           3.1          Certificate of Incorporation, as amended, of Talbots.(1)

           3.2          By-laws of Talbots.(1)

(4)        INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
           INDENTURES.

           4.1          Form of Common Stock Certificate of Talbots.(1)

(10)     MATERIAL CONTRACTS.

           10.1         Stockholders Agreement, dated as of November 18, 1993,
                           between Talbots and JUSCO USA.(2)

           10.2         Revolving Credit Agreement, dated as of January 25,
                           1994, between Talbots and The Dai-Ichi Kangyo Bank,
                           Limited, as amended.(2), (6), (7), (9), (10)

           10.3         Revolving Credit Agreement, dated as of January 25,
                           1994, between Talbots and The Bank of
                           Tokyo-Mitsubishi Trust Company, as amended.(2), (6),
                           (7), (9), (10)

           10.4         Revolving Credit Agreement, dated as of January 25,
                           1994, between Talbots and The Norinchukin Bank, as
                           amended.(2), (6), (7), (9), (10)

           10.5         Revolving Credit Agreement, dated as of January 25,
                           1994, between Talbots and The Sakura Bank, Limited,
                           as amended.(2), (6), (7), (9), (10)

           10.6         Revolving Credit Agreement between Talbots and The
                           Dai-Ichi Kangyo Bank, Limited, dated as of April 14,
                           1998.(9),

           10.7         Credit Agreement between Talbots and The Bank of
                           Tokyo-Mitsubishi, Ltd., dated as of April 17, 1998.
                           (9), (10)

           10.8         Letter of Credit Agreement, dated as of August 10,
                           1993, between Talbots and The First National Bank of
                           Boston.(1)

           10.9         Letter Agreement, dated as of June 1, 1998, concerning
                           credit facilities, between Talbots and BankBoston,
                           N.A.(10)

           10.10        Letter Agreement, dated August 11, 1998, concerning
                           credit facilities, between HSBC Corporate Banking,
                           Marine Midland Bank and Talbots.(10)



<PAGE>   28



           10.11        Trademark Purchase and License Agreement, dated as of
                           November 26, 1993, between JUSCO (Europe) B.V. and
                           The Classics Chicago, Inc.(2)

           10.12        Services Agreement, dated as of November 18, 1993,
                           between Talbots Japan Co., Ltd. and Talbots.(2)

           10.13        Stock Purchase Agreement, dated as of November 26,
                           1993, between Talbots and JUSCO.(2)

           10.14        License Agreement, dated as of November 26, 1993,
                           between The Classics Chicago, Inc., Talbots, Talbots
                           International Retailing Limited, Inc., Talbots
                           (Canada), Inc. and Talbots (U.K.) Retailing
                           Limited.(2)

           10.15        Tax Allocation Agreement, dated as of November 18,
                           1993, between JUSCO USA, Talbots, Talbots
                           International Retailing Limited, Inc., Talbots (U.K.)
                           Retailing Limited and The Classics Chicago, Inc.(2)

           10.16        The Talbots, Inc. Pension Plan for Salaried Employees,
                           as amended and restated January 1, 1989, including
                           amendments through January 1, 1994.(4)

           10.17        The Talbots, Inc. Retirement Savings Voluntary Plan, as
                           amended and restated, effective as of November 1,
                           1993.(4)

           10.18        Services Agreement, dated as of October 29, 1989,
                           between Talbots and JUSCO USA.(1)

           10.19        Share Purchase Agreement, dated as of February 21, 1995,
                           between Talbots and JUSCO USA.(3)

           10.20        Second Extension of Share Repurchase Program, dated as
                           of May 23, 1997, between Talbots and JUSCO USA.(5)

           10.21        Amendment to License Agreement, dated January 29, 1997,
                           among The Classics Chicago, Inc., Talbots, Talbots
                           International Retailing Limited, Inc., Talbots
                           (Canada), Inc., and Talbots (U.K.) Retailing, Ltd.(7)


           MANAGEMENT CONTRACTS AND COMPENSATORY PLANS AND ARRANGEMENTS.

           10.22        Contract between Masaharu Isogai and Talbots, dated as
                           of November 18, 1993.(2)

           10.23        The Talbots, Inc. Supplemental Retirement Plan, as
                           amended.(1), (2)

           10.24        The Talbots, Inc. Supplemental Savings Plan, as
                           amended.(1), (2)

           10.25        The Talbots, Inc. Deferred Compensation Plan, as
                           amended.(1), (2)


<PAGE>   29


           10.26        The Talbots, Inc. Supplemental Benefits Trust
                           Agreement, dated as of November 18, 1993, between
                           Talbots and State Street Bank and Trust Company.(2)

           10.27        The Talbots, Inc. Amended and Restated 1993 Executive
                           Stock Based Incentive Plan.(10)

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

           10.29        Change in Control Agreements, between Talbots and each
                           of Edward Larsen, Michele Mandell, Richard T.
                           O'Connell, Bruce Soderholm, Stuart Stolper, Paul
                           Kastner, Sandy Katz, Lucy Main Tweet, Judith O'Keefe
                           and Bruce Prescott.(2), (4)

           10.30        Employment Agreement, dated as of October 27, 1997,
                           between the Company and Mark Shulman.(8)

           10.31        Employment Agreement, dated as of November 23, 1998,
                           between the Company and H. James Metscher.(10)


(11)     STATEMENT RE COMPUTATION OF PER SHARE EARNINGS.

           11.1         Incorporated by reference to footnote 12
                           "Net Income Per Share" on page 41 of Talbots Annual
                           Report to Shareholders for the fiscal year ended
                           January 30, 1999.

(13)     ANNUAL REPORT TO SECURITY HOLDERS.

           13.1         Excerpts from the 1998 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.


(27)     FINANCIAL DATA SCHEDULES.

           27.1         Financial Data Schedule for the year ended January 30,
                           1999, submitted to the Securities and Exchange
                           Commission in electronic format.

<PAGE>   30


--------------------

(1)     Incorporated by reference to the exhibits filed with Talbots
        Registration Statement on Form S-1 (No. 33-69082), which Registration
        Statement became effective November 18, 1993.

(2)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 25, 1994.

(3)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated February 21, 1995.

(4)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 27, 1995.

(5)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated May 23, 1997.

(6)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated November 21, 1995.

(7)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 30, 1997.

(8)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated October 27, 1997.

(9)     Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated November 30, 1997.

(10)    Incorporated by reference to the exhibits filed with Current Report on
        Form 8-K dated April 29, 1999.

With the exception of the information incorporated by reference to the Annual
Report to Shareholders in Items 5, 6, 7 and 8 of Part II and Item 14 of Part IV
of this Annual Report, Talbots 1998 Annual Report to Shareholders is not deemed
filed as part of this Annual Report.




<PAGE>   31


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
The Talbots, Inc.:

We have audited the consolidated financial statements of The Talbots, Inc. and
its subsidiaries as of January 30, 1999 and January 31, 1998, and for each of
the three years in the period ended January 30, 1999, and have issued our report
thereon dated March 17, 1999; such financial statements and report are included
in your 1998 Annual Report to Stockholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of The
Talbots, Inc., listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.




/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
March 17, 1999
Boston, Massachusetts




                                       F-1


<PAGE>   32






                                                                     SCHEDULE II

                       The Talbots, Inc. and Subsidiaries

                 Valuation and Qualifying Accounts and Reserves

                       Three Years Ended January 30, 1999
                                 (in thousands)


<TABLE>
<CAPTION>

                                      COLUMN A      COLUMN B       COLUMN C       COLUMN D        COLUMN E


                                                           Additions
                                                   --------------------------
                                     Balance at    Charged to      Charged to
                                    Beginning of    Costs and        Other         Deductions    Balance at
Description                            Period       Expenses         Accounts          (A)     End of Period
--------------------------------------------------------------------------------------------------------------

<S>                                 <C>             <C>             <C>            <C>          <C>
                                   
YEAR ENDED JANUARY 30, 1999

Allowance for doubtful accounts                                                                           
(deducted from accounts receivable)    $1,400         3,152              -           2,952         $1,600

YEAR ENDED JANUARY 31, 1998

Allowance for doubtful accounts
(deducted from accounts receivable)
                                       $1,200         3,254              -           3,054         $1,400

YEAR ENDED FEBRUARY 1, 1997

Allowance for doubtful accounts
(deducted from accounts receivable)
                                       $1,135         1,798              -           1,733         $1,200


</TABLE>


(A)   Write-off of uncollectible accounts net of recoveries.







                                       F-2