Report of the Audit Committee

he Audit Committee of the Board of Directors is comprised entirely of independent outside directors. Its primary function is to oversee the Company’s system of internal  controls, financial reporting practices and audits to ensure their quality, integrity and objectivity are sufficient to protect shareholder assets.

The Audit Committee met on four occasions in fiscal 2000, during which it reviewed the overall audit scope, plans and results of the internal audit department and the independent auditors, officer expenses and emerging accounting issues. The Committee also met separately without management present with both the internal auditors and the independent auditors to discuss the year’s audits. In addition, the Committee reviewed and discussed the Company’s annual financial statements with management before issuance. Audit Committee results were reported to the entire Board of Directors.

The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standard No. 61 and the Audit Committee has received the written disclosures and a letter from the independent auditors as required by Independence Standards Board Standard No. 1 and has discussed with the auditors the auditors’ independence.

Based on its review, the Audit Committee has satisfied itself that the internal control system is adequate and that the shareholders of The Talbots, Inc. are adequately protected by the appropriate accounting and auditing procedures.

The Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year 2000 for filing with the Securities and Exchange Commission.

Audit Committee

of the Board of Directors

Elizabeth T. Kennan, Chairperson

Mark H. Willes

Susan M. Swain (since March, 2001)