UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2005                                                                                                                         

or

o 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.

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

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

     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 and 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. þ Yes  o No

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

                                                                                                                                 þ Yes  o No

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

THE TALBOTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
FOR THE THIRTEEN WEEKS ENDED APRIL 30, 2005 AND MAY 1, 2004
Dollar amounts in thousands except per share data

See notes to condensed consolidated financial statements.

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THE TALBOTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
APRIL 30, 2005, JANUARY 29, 2005, MAY 1, 2004
Dollar amounts in thousands except share data

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTEEN WEEKS ENDED APRIL 30, 2005 AND MAY 1, 2004
Dollar amounts in thousands

See notes to condensed consolidated financial statements.

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THE TALBOTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Dollar amounts in thousand except share and per share data
(Unaudited)

1. BASIS OF PRESENTATION

     With respect to the unaudited condensed consolidated financial statements set forth herein, all adjustments, which consist only of normal recurring adjustments necessary to present a fair statement of the results for the interim periods, have been included. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the fiscal year ended January 29, 2005, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. All material intercompany accounts and transactions have been eliminated in consolidation.

2. FEDERAL AND STATE INCOME TAXES

     The Company has provided for income taxes based on the estimated annual effective rate method.

3. RESTATEMENT OF FINANCIAL STATEMENTS

     As disclosed in Note 3 to the Company’s consolidated financial statements included in its 2004 Annual Report on Form 10-K, during the Company’s fiscal 2004 closing process, the Company determined that it would be required to restate its previously reported financial statements to correct the manner in which it accounts for leases, specifically the accounting for construction allowances, amortization periods related to leasehold improvements, and rent holidays.

     Prior to January 29, 2005, the Company’s previously reported financial statements reflected the unamortized portion of construction allowances as a reduction of property and equipment. The Company restated its previously reported financial statements to reflect the unamortized portion of construction allowances as a deferred lease credit rather than as a reduction to the cost of leasehold improvements. Also, these construction allowances were being amortized over the asset life rather than the lease term. Accordingly, the Company corrected this error such that its amortization of construction allowances matches the lease term.

     Additionally, the Company determined that it should: (i) conform the depreciable lives for leasehold improvements to the shorter of the economic life of the asset or the lease term used for calculating straight-line rent expense and (ii) include option periods in the depreciable lives assigned to leasehold improvements and in the calculation of straight-line rent expense in instances in which the exercise of the option period can be reasonably assured and failure to exercise such options would result in an economic penalty. The Company corrected this error, which results in an acceleration of depreciation for certain leasehold improvements and the recording of additional rent expense.

     Finally, the Company corrected the way in which it accounts for rent holidays on its store leases. Rent expense was restated such that it is recognized on a straight-line basis over a term that includes the store build-out period, which for the Company typically ranges from 90 to 120 days prior to the store opening. Previously, the Company calculated its straight-line rent expense over a term commencing typically on the day on which the store opened for business.

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     Following is a summary of the effects of these accounting corrections on the Company’s Condensed Consolidated Statement of Earnings for the thirteen weeks ended May 1, 2004, the Condensed Consolidated Balance Sheet as of May 1, 2004, and the Condensed Consolidated Statement of Cash Flows for the thirteen weeks ended May 1, 2004:

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     Reclassification of Customer Loyalty Program - During the fourth quarter of 2004, the Company reclassified certain prior year amounts for redemptions under the Company’s customer loyalty program. The impact on the thirteen weeks ended May 1, 2004 was a reduction to revenues of $6.8 million, a reduction to cost of sales, buying and occupancy of $2.0 million, and a reduction to selling, general, and administrative expenses of $4.8 million. The reclassification did not have any impact on operating income, net income, or net income per share. The cost of the award issued under the customer loyalty program is recognized at the time of the initial customer purchase and is included in selling, general, and administrative expense.

4. COMPREHENSIVE INCOME

     The following is the Company’s comprehensive income for the thirteen weeks ended April 30, 2005 and May 1, 2004:

5. STOCK-BASED COMPENSATION

     The Company accounts for stock-based compensation awards to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Had the Company used the fair value method to value compensation, as set forth in Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” the Company’s net income and net income per share would have been reported as follows:

     During the thirteen weeks ended April 30, 2005 and May 1, 2004, the Company issued 311,425 shares and 298,075 shares, respectively, of performance accelerated restricted stock, with a total market value at grant date of approximately $9.8 million and $10.1 million, respectively, to key employees of the Company under the Company’s shareholder-approved 2003

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Executive Stock Based Incentive Plan. The fair values of the shares have been recorded as deferred compensation and are being amortized as compensation expense over the estimated vesting period, which is three to five years.

6. NET INCOME PER SHARE

     The weighted average shares used in computing basic and diluted net income per share are presented below. Options to purchase 4,167,398 and 2,350,364 shares of common stock were outstanding during the thirteen weeks ended April 30, 2005 and May 1, 2004, respectively, and were not included in the computation of diluted net income per share because the options’ exercise prices were greater than the average market price of the common shares.

7. SEGMENT INFORMATION

     The Company has segmented its operations in a manner that reflects how its chief operating decision-maker reviews the results of the operating segments that make up the consolidated entity.

     The Company has two reportable segments, its retail stores (the “Stores Segment”), which include the Company’s United States, Canada and United Kingdom retail store operations, and its catalog and Internet operations (the “Direct Marketing Segment”).

     The Company’s reportable segments offer similar products; however, each segment requires different marketing and management strategies. The Stores Segment derives its revenues from the sale of women’s, children’s and men’s classic apparel, accessories & shoes through its retail stores, while the Direct Marketing Segment derives its revenues through its approximately 24 distinct catalog mailings per year and online at www.talbots.com.

     The Company evaluates the operating performance of its identified segments based on a direct profit measure. The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K, except as follows: direct profit is calculated as net sales less cost of goods sold and direct expenses, such as payroll, occupancy and other direct costs. Indirect expenses are not allocated on a segment basis; therefore, no measure of segment net income or loss is available. Indirect expenses consist of general and administrative expenses such as corporate costs and management information systems and support, finance charge income, merchandising costs, costs of oversight of the Company’s Talbots credit card operations, and certain general warehousing costs. Assets are not allocated between segments; therefore, no measure of segment assets is available.

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     The following is the Stores Segment and Direct Marketing Segment information for the thirteen weeks ended April 30, 2005 and May 1, 2004:

     The following reconciles direct profit to consolidated net income for the thirteen weeks ended April 30, 2005 and May 1, 2004:

8. EMPLOYEE BENEFIT PLANS

     Net periodic benefit cost is comprised of the following components for the thirteen weeks ended April 30, 2005 and May 1, 2004:

     The components of the Company’s Pension Plan expense are as follows:

     During the thirteen weeks ended April 30, 2005 and May 1, 2004, the Company voluntarily contributed $1.0 million and $0, respectively, to its Pension Plan.

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     The components of the Company’s SERP expense are as follows:

     The components of the Company’s Postretirement Medical Plan expense are as follows:

9. RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment.” This standard is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation”, and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. SFAS No. 123R will be effective for the Company commencing on January 29, 2006.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements of the Company and the notes thereto appearing elsewhere in this document, as well as the Company’s 2004 Annual Report on Form 10-K.

     Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the restatement and reclassification of the condensed consolidated financial statements discussed in Note 3 to the condensed consolidated financial statements.

Results of Operations

     Comparable stores are those that were open for at least one full fiscal year. When a new Talbots Petites store, Talbots Woman store or Talbots Accessories & Shoes store is opened adjacent to or in close proximity to an existing comparable Misses store, such Misses store is excluded from the computation of comparable store sales for a period of 13 months so that the performance of the full Misses assortment may be properly compared.

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     The following table sets forth the percentage relationship to net sales of certain items in the Company’s condensed consolidated statements of earnings for the fiscal periods shown below:

The Thirteen Weeks Ended April 30, 2005 Compared to the Thirteen Weeks Ended May 1, 2004 (First Quarter)

     Net sales in the first quarter of 2005 were $446.5 million compared to $412.2 million in the first quarter of 2004, an increase of $34.3 million or 8.3%. Operating income was $56.0 million in the first quarter of 2005 compared to $53.9 million in the first quarter of 2004, an increase of $2.1 million or 3.9%.

     Retail store sales in the first quarter of 2005 were $378.1 million compared to $348.6 million in the first quarter of 2004, an increase of $29.5 million or 8.5%. The increase in retail store sales was driven by two factors. First, the number of stores has increased from the prior year. As of April 30, 2005, the Company operated a total of 1,054 stores with gross and selling square footage of approximately 4.2 million and 3.2 million feet, respectively. This represents an increase of approximately 5% in gross and selling square footage from May 1, 2004, when the Company operated 995 stores with gross and selling square footage of approximately 4.0 million and 3.1 million feet, respectively. Second, reflected in retail stores sales was a $13.9 million, or 4.3% increase in comparable stores sales. Comparable store sales were strong in February and April 2005 at 8.1% and 7.1%, respectively, and increased slightly in March 2005 at 0.9%. In March, sales in the beginning of the month were weak due to adverse weather conditions on the east coast but gained strength in the latter portion of the month with the start of the Company’s mid-season sale event, which drove sales of markdown merchandise.

     Direct marketing sales, which include catalog and Internet, in the first quarter of 2005 were $68.4 million compared to $63.6 million in the first quarter of 2004, an increase of $4.8 million or 7.5%. Internet sales during the first quarter of 2005 represented 37% of the total direct marketing sales, compared to 32% during the first quarter of 2004. Direct marketing sales during the quarter were driven by the strong performance of the Company’s early spring and sale catalog offerings, boosted by growth in the Company’s Internet sales. The percentage of the Company’s net sales derived from direct marketing held essentially steady at 15.3% during the first quarter of 2005 and 15.4% during the first quarter of 2004.

     Cost of sales, buying and occupancy expenses increased as a percentage of net sales to 59.2% in the first quarter of 2005 from 57.5% in the first quarter of 2004. This represents a 170 basis point deterioration in the gross margin rate, with the pure merchandise gross margin rate decreasing by approximately 220 basis points. The decline was due to higher inventory levels, which led to heavier markdowns of merchandise. This was partially offset by lower buying costs as a percentage of net sales.

     Selling, general and administrative expenses as a percentage of net sales decreased to 28.3% in the first quarter of 2005, compared to 29.4% in the first quarter of 2004. This decrease was primarily due to lower marketing spending during the first quarter of 2005 compared to the first quarter of 2004, particularly in the area of television advertising. Lower television advertising costs in the first quarter of 2005 were achieved through timely upfront media purchases.

     Net interest expense increased to $0.8 million in the first quarter of 2005 compared to $0.4 million in the first quarter of 2004. This increase was due primarily to higher interest rates and slightly higher average borrowings. The average level of outstanding debt, including short-term and long-term borrowings, was $115.4 million in the first quarter of

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2005 compared to $100.0 million in the first quarter of 2004. The average interest rate on short-term and long-term borrowings was 3.4% in the first quarter of 2005 compared to 1.9% in the first quarter of 2004.

     Income tax expense for the first quarter of 2005 was $20.7 million, compared to $20.1 million for the first quarter of 2004. The effective tax rate was 37.5% for both the first quarter of 2005 and 2004.

Liquidity and Capital Resources

     The Company’s primary sources of capital are cash flows from operating activities and line-of-credit facilities from five banks, with maximum available short-term borrowings of $125.0 million. As of April 30, 2005 and May 1, 2004, the Company had no amounts outstanding under these facilities. The Company also has long-term revolving credit facilities with four banks totaling $100.0 million. At April 30, 2005 and May 1, 2004, the Company had $100.0 million outstanding under these facilities. Additionally, the Company has two letter-of-credit agreements totaling $200.0 million, which it uses primarily for the purchase of merchandise inventories. As of April 30, 2005 and May 1, 2004, the Company held $109.3 million and $110.4 million, respectively in outstanding letters of credit for purchase commitments. The Company’s working capital needs are typically at their lowest in the spring and at their peak during the fall selling season.

     During the first quarter of 2005, cash and cash equivalents increased $17.5 million compared to a decrease of $19.3 million during the first quarter of 2004.

     Cash provided by operating activities was $36.0 million during the first quarter of 2005 compared to $26.6 million during the first quarter of 2004, an increase of $9.4 million. This increase was primarily due to changes in inventory levels year to year. Inventories as of April 30, 2005 were $253.2 million, an increase of $14.7 million from January 29, 2005 inventories of $238.5 million. Inventories as of May 1, 2004 were $206.1 million, an increase of $35.6 million from January 31, 2004 inventories of $170.5 million. The increased inventory purchases during 2004 were part of the Company’s plan to increase its overall inventory levels, which reflected the Company’s targeted outlook for improved customer demand. During 2005, increased inventories were due to planned increases in store and direct marketing inventories, as well as early receipts of transitional and fall merchandise. During the first quarter of 2005, average inventory per square foot in the Company’s U.S. women’s stores increased 11% over the first quarter of 2004. The Company currently expects inventories on a per square foot basis in its U.S. women’s apparel stores to remain up on average in the mid to high single digit range during the second quarter of 2005 compared to the second quarter of 2004.

     Cash used in investing activities was $13.8 million in the first quarter of 2005 compared to $21.4 million in the first quarter of 2004, consisting primarily of expenditures related to the opening of new stores and expanding and renovating existing stores. During the first quarter of 2005, the Company opened seven new stores and closed two stores and spent approximately $10.1 million on new store openings and expansions and renovations of existing stores. During the first quarter of 2004, the Company opened 19 new stores and closed one store and spent approximately $17.4 million on new store openings and expansions and renovations of existing stores. The Company currently expects to open approximately 50 new stores during 2005 and expects to spend approximately $85.0 million in capital expenditures, the majority of which will relate to new store openings and expansions and renovations of existing stores. The remaining amount will be used for other capital needs in the normal course of business. The actual amount of such capital expenditures will depend on a number of factors, including the schedule of such activity during 2005 and the number, type, and timing of stores being opened, expanded, renovated and relocated.

     Cash used in financing activities during the first quarter of 2005 was $4.7 million compared to $24.4 million during the first quarter of 2004. The primary use of funds during the first quarter of 2005 was the Company’s payment of $6.0 million in dividends at a rate of $0.11 per share. The primary use of funds during the first quarter of 2004 was the Company’s repurchase of 671,824 shares of common stock at a cost of approximately $23.7 million in the aggregate. Also during the first quarter of 2004, the Company paid $5.7 million in dividends at a rate of $0.10 per share. On April 21, 2005, the Company announced that its Board of Directors had approved a stock repurchase program which authorized the Company to purchase $50.0 million in stock from public shareholders and proportionately from Talbots majority shareholder from time to time over a two-year period. As of April 30, 2005, no repurchases had been made under the program. On May 26, 2005, the Company announced that its Board of Directors had approved the payment of a quarterly dividend of $0.12 per share payable on or before June 20, 2005 to shareholders of record as of June 6, 2005. The payment and amount of future dividends, if any, will be determined by the Board of Directors and will depend on many factors, including earnings, operations, financial condition, capital requirements and the general business outlook.

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     As of April 30, 2005 and May 1, 2004, the Company did not have any short-term borrowings outstanding. The Company from time to time borrows under its line of credit facility for working capital and similar general corporate needs and expects that borrowings will occur during 2005 from time to time. The Company currently expects that borrowings during 2005 will be reasonably consistent with 2004.

     The Company’s primary ongoing cash requirements are currently expected to be for the financing of working capital buildups during peak selling seasons, capital expenditures for new stores and the expansion and renovation of existing stores and facilities, the purchase of treasury shares and the payment of any dividends that may be declared from time to time. For the next twelve to eighteen months, the Company believes its cash flows from operating activities and funds available under its credit facilities will be sufficient to meet its expected capital expenditures and working capital requirements, including debt service payments.

Recent Accounting Pronouncements

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment”. This standard is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation”, and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. SFAS No. 123R will be effective for the Company commencing on January 29, 2006.

Critical Accounting Policies

     In the Company’s 2004 Annual Report on Form 10-K, the Company identified the critical accounting policies upon which the consolidated financial statements were prepared as those relating to the inventory markdown reserve, sales return reserve, customer loyalty program, retirement plans, allowance for doubtful accounts, and income taxes. The Company has reviewed its policies and determined that these remain the critical accounting policies for the quarter ended April 30, 2005. The Company did not make any significant changes to these policies during the quarter.

Forward-looking Information

     This Report contains forward-looking information within the meaning of The Private Securities Litigation Reform Act of 1995. The statements may be identified by such forward-looking terminology as “expect,” “look,” “believe,” “anticipate,” “outlook,” “will,” or similar statements or variations of such terms. All information concerning future financial performance results or conditions constitutes forward-looking information. Our forward-looking statements are based on our current expectations, assumptions, estimates and projections about our Company. Our forward looking statements involve material known and unknown risks and uncertainties as to future events which may or may not occur, including store traffic, levels of store sales, effectiveness of the Company’s brand awareness and marketing programs, effectiveness and profitability of new concepts including the Mens concept, effectiveness of online sales, acceptance of Talbots fashions, the Company’s ability to anticipate and successfully respond to changing customer tastes and preferences and to produce the appropriate balance of merchandise offerings, the Company’s ability to sell its merchandise at regular prices as well as its ability to successfully execute its major sale events including the timing and levels of markdowns and appropriate balance of available markdown inventory, retail economic conditions including consumer spending, consumer confidence and a continued uncertain economy, the impact of a continued highly promotional retail environment, uncertainties associated with the expiration of trade quotas for member countries of the World Trade Organization, and the impact of stock option expensing which becomes effective during fiscal 2006. In each case, actual results may differ materially from such forward-looking information. Certain other factors that may cause actual results to differ from such forward-looking statements are included in periodic reports filed by the Company with the Securities and Exchange Commission and are available on the Talbots website under “Investor Relations”, and you are urged to carefully consider all such factors. In light of the substantial uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a guarantee or representation that such forward-looking matters will in fact be achieved. The Company does not undertake to update or revise any such forward-looking statements to reflect actual results, changes in assumptions, estimates or projections, or other circumstances affecting such forward-looking statements occurring after the date of this Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The market risk inherent in the Company’s financial instruments and in its financial position represents the potential loss arising from adverse changes in interest rates. The Company does not enter into financial instruments for trading purposes.

     As of April 30, 2005, January 29, 2005 and May 1, 2004, the Company had $100.0 million of variable rate borrowings outstanding under its revolving credit facilities, which approximate fair market value. The impact of a hypothetical 10% adverse change in interest rates for this variable rate debt would not materially affect the Company’s results of operations or cash flow.

     The Company enters into certain purchase obligations outside the United States which are predominately settled in U.S. dollars and, therefore, the Company has only minimal exposure to foreign currency exchange risks. The Company does not hedge against foreign currency risks and believes that the foreign currency exchange risk is not material. In addition, the Company operated 28 stores in Canada and five stores in the United Kingdom as of April 30, 2005. The Company believes its foreign currency translation risk is minimal, as a hypothetical 10% strengthening or weakening of the U.S. dollar relative to the applicable foreign currency would not materially affect the Company’s results of operations or cash flow.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

     The Company has established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

     In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision, and with the participation of, the Company’s management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Controls over Financial Reporting

     In connection with the preparation of the Company’s 2004 Annual Report on Form 10-K for the year ended January 29, 2005, an evaluation was performed under the supervision, and with the participation of, the Company’s management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). In performing this evaluation, management reviewed the Company’s lease accounting practices. As a result of this review, the Company concluded that its previously established lease accounting practices were not appropriate and that previously reported financial statements would need to be restated, as discussed in Note 3 to the condensed consolidated financial statements for the quarter ended April 30, 2005. The Company’s management evaluated the impact of this restatement on its assessment of the Company’s system of internal control over financial reporting. Based on the definition of “material weakness” in the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 2, “An Audit of Internal Control Over Financial Reporting Performed in Conjunction With an Audit of Financial Statements”, restatement of financial statements in prior filings with the Securities and Exchange Commission is a strong indicator of the existence of a “material weakness” in the design or operation of internal control over financial reporting. Based on this interpretation, management concluded that a material weakness existed in the internal control over financial reporting as of January 29, 2005 relating to the selection, monitoring, and application of its accounting practices relating to leases and disclosed this to the Audit Committee of the Board of Directors and to the Company’s independent registered public accountants. As a result of this material weakness in internal control over financial reporting, management concluded that, as of January 29, 2005, the Company’s internal control over financial reporting was not effective based on the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control—Integrated Framework.

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     During the quarter ended April 30, 2005, the Company remediated this material weakness in internal control over financial reporting by conducting a review of its lease accounting practices and correcting its accounting practices related to leases. The Company also implemented additional review procedures relating to the selection, monitoring, and application of appropriate assumptions and policies related to lease accounting. There were no other changes in the Company’s internal controls over financial reporting during the quarter ended April 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     The Company did not repurchase any shares during the quarter ended April 30, 2005.

     On April 21, 2005, the Company announced that its Board of Directors had approved a stock repurchase program which authorized the Company to purchase $50.0 million of the Company’s common stock from public shareholders and proportionately from Talbots majority shareholder from time to time over a two-year period. As of April 30, 2005, no repurchases had been made under the program.

     As of April 30, 2005, there were 886,975 shares of unvested restricted stock that were subject to buyback at $0.01 per share, or $8,870 in the aggregate, that the Company has the option to repurchase if an employee terminates employment prior to vesting.

     Item 6. Exhibits.

31.1	Certification of Arnold B. Zetcher, Chairman of the Board, President and Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a).
31.2	Certification of Edward L. Larsen, Senior Vice President, Finance, Chief Financial Officer and Treasurer of the Company, pursuant to Securities Exchange Act Rule 13a- 14(a).
32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, by Arnold B. Zetcher, Chairman of the Board, President and Chief Executive Officer of the Company and Edward L. Larsen, Senior Vice President, Finance, Chief Financial Officer and Treasurer of the Company.

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SIGNATURES

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

Dated: June 8, 2005

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