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


Pennsylvania		23-1180120
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

105 Corporate Center Boulevard
Greensboro, North Carolina 27408
(Address of principal executive offices)


		Name of each exchange
Title of each class		on which registered

Common Stock, without par value, stated capital $1 per share Preferred Stock Purchase Rights		New York Stock Exchange and Pacific Exchange

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 Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such 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. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934) YES X NO

The aggregate market value of Common Stock held by nonaffiliates of V.F. Corporation on June 29, 2002 was approximately $3.4 billion, based on the closing price of the shares on the New York Stock Exchange.

As of November 29, 2003, 108,319,994 shares of Common Stock of the registrant were outstanding. In addition, 976,896 shares of Series B ESOP Convertible Preferred Stock of the registrant were outstanding and convertible into 1,563,034 shares of Common Stock of the registrant, subject to adjustment. The trustee of the registrant’s Employee Stock Ownership Plan is the sole holder of such shares, and no trading market exists for the Series B ESOP Convertible Preferred Stock.

This Amendment Number 1 to our annual report on Form 10-K for the year ended January 4, 2003 is being filed solely to correct typographical errors in the certification of the principal executive officer and of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. This amendment speaks as of the original filing date of our annual report of Form 10-K.


Number		Description

24		Power of attorney (Incorporated by reference to Exhibit 24 to Form 10-K for the year ended January 4, 2003)

99.3		Certification of the principal executive officer, Mackey J. McDonald, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99.4		Certification of the principal financial officer, Robert K. Shearer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	V.F. CORPORATION

	By:	/s/ Mackey J. McDonald

		Mackey J. McDonald Chairman, President and Chief Executive Officer (Chief Executive Officer)

	By:	/s/ Robert K. Shearer

December 31, 2003		Robert K. Shearer Vice President — Finance and Chief Financial Officer (Chief Financial Officer)

	By:	/s/ Robert A. Cordaro

		Robert A. Cordaro Vice President — Controller and Chief Accounting Officer (Chief 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 Company and in the capacities and on the dates indicated:


Robert D. Buzzell*		Director
Edward E. Crutchfield*		Director
Juan Ernesto de Bedout*		Director
Ursula F. Fairbairn*		Director
Barbara S. Feigin*		Director	December 31, 2003
George Fellows*		Director
Daniel R. Hesse*		Director
Robert J. Hurst		Director
W. Alan McCollough*		Director
Mackey J. McDonald*		Director
M. Rust Sharp*		Director
Raymond G. Viault*		Director

* By:	/s/ C. S. Cummings		December 31, 2003
	C. S. Cummings, Attorney-in-Fact

3 EX-99.3 3 w92876exv99w3.txt CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER EXHIBIT 99.3 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mackey J. McDonald, certify that: 1. I have reviewed this annual report on Form 10-K of V.F. Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. March 20, 2003, as amended December 31, 2003 /s/ Mackey J. McDonald ------------------------------- Mackey J. McDonald Chairman, President and Chief Executive Officer (Principal Executive Officer) EX-99.4 4 w92876exv99w4.txt CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER EXHIBIT 99.4 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert K. Shearer, certify that: 1. I have reviewed this annual report on Form 10-K of V.F. Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. March 20, 2003, as amended December 31, 2003 /s/ Robert K. Shearer ------------------------------- Robert K. Shearer Vice President - Finance and Chief Financial Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----