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.

2

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.

3

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.

4

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.

5

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.

6

     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:

7

     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

8

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.

9

     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.

10

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

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