<PAGE>   1
       As filed with the Securities and Exchange Commission on May 8, 2000
                                                        Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 DAN RIVER INC.
             (Exact name of registrant as specified in its charter)

                GEORGIA                                         58-1854637
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

           2291 MEMORIAL DRIVE                                     24541
            DANVILLE, VIRGINIA                                   (Zip Code)
(Address of principal executive offices)

                                 DAN RIVER INC.
                          2000 LONG-TERM INCENTIVE PLAN
                            (Full title of the plans)


        HARRY L. GOODRICH, ESQ.                             Copies to:
            DAN RIVER INC.                                MARY A. BERNARD
          2291 MEMORIAL DRIVE                             KING & SPALDING
       DANVILLE, VIRGINIA 24541                     1185 AVENUE OF THE AMERICAS
(Name and address of agent for service)            NEW YORK, NEW YORK 10036-4003

             (804) 799-7000
(Telephone number, including area code,
         of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES       AMOUNT TO BE          PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
   TO BE REGISTERED          REGISTERED       OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE   REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>                         <C>                        <C>
Class A Common Stock,
par value $.01 per share   2,000,000 shares             $5.72                 $11,440,000.00            $3,020.00
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of computing the registration fee
         pursuant to rule 457(h) based the average of the high and low sales
         prices per share of Class A Common Stock of Dan River Inc. as reported
         on the New York Stock Exchange on May 5, 2000.

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




<PAGE>   2




                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents previously filed by us with the Securities and
Exchange Commission are hereby incorporated by reference into this registration
statement as of their respective dates:

         (a) Our Annual Report on Form 10-K for the fiscal year ended January 1,
2000;

         (b) All reports filed by us pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, which we refer to as the Exchange
Act, since January 1, 2000; and

         (c) The description of our Class A Common Stock, par value $.01 per
share, contained in our registration statement on Form 8-A dated September 26,
1997, including any amendment or report filed for the purpose of updating such
description.

         In addition, all documents filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our amended and restated articles of incorporation, which we refer to
as the Restated Charter, eliminate, to the fullest extent permitted by
applicable law, the personal liability of directors to us or our shareholders
for monetary damages for breaches of such directors' duty of care or other
duties as a director. This provision of the Restated Charter will limit the
remedies available to a shareholder in the event of breaches of any director's
duties to such shareholder or us. Under current Georgia law, the Restated
Charter does not provide for the elimination of or any limitation on the
personal liability of a director for:

         -        any appropriation, in violation of the director's duties, of
                  any of our business opportunities,

         -        acts or omissions which involve intentional misconduct or a
                  knowing violation of law,

         -        unlawful corporate distributions, or

         -        any transactions from which the director received an improper
                  personal benefit.


<PAGE>   3

         Under our bylaws, we shall indemnify to the fullest extent permitted
under the Georgia Business Corporation Code, which we refer to as the GBCC, any
person made a party to a proceeding because he or she is or was a director or
officer of our company, if he or she acted in a manner he or she believed in
good faith to be in or not opposed to our best interests and, in the case of any
criminal proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. We shall have the power to indemnify to the fullest extent
permitted under the GBCC any person made a party to a proceeding because he or
she is or was an employee or agent of ours, if he or she acted in a manner he or
she believed in good faith to be in or not opposed to our best interests and, in
the case of any criminal proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful.

         Under the GBCC, a Georgia corporation may indemnify an individual who
is a party to a proceeding because he or she is or was a director, against
liability incurred in such proceeding, provided that such individual acted in
good faith and reasonably believed

         (1) in the case of conduct in his or her official capacity, that such
conduct was in the best interests of the corporation,

         (2) in all other cases other than a criminal proceeding, that such
conduct was at least not opposed to the best interests of the corporation, and

         (3) in the case of a criminal proceeding, that such individual had no
reasonable cause to believe that such conduct was unlawful.

         A Georgia corporation may not indemnify a director under the GBCC:

         -        in connection with a proceeding by or in the right of the
                  corporation, except for reasonable expenses incurred by such
                  director in connection with the proceeding, provided it is
                  determined that such director met the relevant standard of
                  conduct set forth above, or

         -        in connection with any proceeding with respect to conduct for
                  which such director was adjudged liable on the basis that he
                  or she received an improper personal benefit.

         Additionally, a Georgia corporation may, before final disposition of a
proceeding, advance funds to pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding because he or she is a
director, provided that such director delivers to the corporation a written
affirmation of his or her good faith belief that he or she met the relevant
standard of conduct or that the proceeding involves conduct for which such
director's liability has been properly eliminated by action of the corporation,
and a written undertaking by the director to repay any funds advanced if it is
ultimately determined that such director was not entitled to such
indemnification. The GBCC also allows a Georgia corporation to indemnify
directors made a party to a proceeding without regard to the above-referenced
limitations, if authorized by the articles of incorporation or a bylaw,
contract, or resolution duly adopted by a vote of the shareholders of the
corporation by a majority of votes entitled to be cast, excluding shares owned
or voted under the control of the director or directors who are not
disinterested.

         Our directors and executive officers are insured against damages from
actions and claims incurred in the course of performing duties, and we are
insured against expenses incurred in defending lawsuits arising from certain
alleged acts against directors and executive officers.


<PAGE>   4

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.   EXHIBITS

           4.1        Amended and Restated Articles of Incorporation of Dan
                      River Inc. (incorporated by reference to Exhibit 3.1 in
                      Amendment No. 1 to Dan River's registration statement on
                      Form S-1 (File No. 333-36479))

           4.2        Bylaws of Dan River Inc. (incorporated by reference to
                      Exhibit 3.2 in Amendment No. 1 to Dan River's registration
                      statement on Form S-1 (File No. 333-36479))

           4.3        Form of Indenture between Dan River Inc. and Marine
                      Midland Bank, N.A., as Trustee (including Form of Note)
                      (incorporated by reference to Exhibit 4.1 in Dan River's
                      Annual Report on Form 10-K for the fiscal year ended
                      January 1, 2000)

           5.1        Opinion of King & Spalding

           23.1       Consent of Ernst & Young LLP

           23.2       Consent of King & Spalding (included as part of Exhibit
                      5.1)

           99.1       Dan River Inc. 2000 Long-Term Incentive Plan (incorporated
                      by reference to Exhibit 10.16 in Dan River's Annual Report
                      on Form 10-K for the fiscal year ended January 1, 2000)

ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes as follows:

                  (1)      to file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                           (i)      to include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933, as amended,
                  which we refer to as the Securities Act,

                           (ii)     to reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii)    to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;


<PAGE>   5

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

                  (2)      that, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3)      to remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                     EXPERTS

         Our consolidated financial statements incorporated herein by reference
to our Annual Report on Form 10-K for the year ended January 1, 2000 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon incorporated by reference therein and incorporated by reference herein.
Such consolidated financial statements are, and audited financial statements to
be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given on the authority of such firm as experts in
accounting and auditing.


<PAGE>   6




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Danville, State of Virginia, on the 8th day of May,
2000.


                                                 DAN RIVER INC.


                                                 By: /s/ Joseph L. Lanier, Jr.
                                                     -------------------------
                                                     Joseph L. Lanier, Jr.
                                                     Chairman of the Board and
                                                     Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph L. Lanier, Jr., Richard L.
Williams, Barry F. Shea and Harry L. Goodrich and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for such person and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the date indicated.


<TABLE>
<CAPTION>
          SIGNATURE                         TITLE                     DATE
--------------------------------    ------------------------       ------------
<S>                                 <C>                            <C>



  /s/ Donald J. Keller
--------------------------------    Director                       May 8, 2000
    Donald J. Keller


/s/ Joseph L. Lanier, Jr.
--------------------------------    Chairman of the Board,         May 8, 2000
  Joseph L. Lanier, Jr.             Chief Executive Officer
                                    and Director (Principal
                                    Executive Officer)
   /s/ Edward J. Lill
--------------------------------    Director                       May 8, 2000
     Edward J. Lill
</TABLE>

<PAGE>   7

<TABLE>
<CAPTION>

<S>                                 <C>                            <C>
   /s/ John F. Maypole
--------------------------------    Director                       May 8, 2000
     John F. Maypole


    /s/ Barry F. Shea
--------------------------------    Executive Vice President       May 8, 2000
      Barry F. Shea                 - Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)
 /s/ Richard L. Williams
--------------------------------    President, Chief               May 8, 2000
   Richard L. Williams              Operating Officer and
                                    Director
</TABLE>




<PAGE>   8



                              EXHIBIT INDEX

 EXHIBIT                                                              SEQUENTIAL
 NUMBER                   DESCRIPTION OF EXHIBIT                       PAGE NO.
 -------                  ----------------------                      ----------

    4.1   Amended and Restated Articles of Incorporation
          of Dan River Inc. (incorporated by reference to Exhibit
          3.1 in Amendment No. 1 to Dan River's registration
          statement on Form S-1 (File No. 333-36479))

    4.2   Bylaws of Dan River Inc. (incorporated by reference to
          Exhibit 3.2 in Amendment No. 1 to Dan River's registration
          statement on Form S-1 (File No. 333-36479))

    4.3   Form of Indenture between Dan River Inc. and Marine
          Midland Bank, N.A., as Trustee (including Form of  Note)
          (incorporated by reference to Exhibit 4.1 in Dan River's
          Annual Report on Form 10-K for the fiscal year ended
          January 1, 2000)

    5.1   Opinion of King & Spalding

    23.1  Consent of Ernst & Young LLP

    23.2  Consent of King & Spalding (included as part of Exhibit
          5.1)

    99.1  Dan River Inc. 2000 Long-Term Incentive Plan (incorporated
          by reference to Exhibit 10.16 in Dan River's Annual Report
          on Form 10-K for the fiscal year ended January 1, 2000)
[{"type": "S-8", "sequence": "1", "description": "DAN RIVER INC.", "secsgml_size_bytes": 21561}]
{"company-data": {"conformed-name": "DAN RIVER INC /GA/", "cik": "0000914384", "assigned-sic": "2200", "irs-number": "581854637", "state-of-incorporation": "GA", "fiscal-year-end": "0129"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36542", "film-number": "622161"}, "business-address": {"street1": "2291 MEMORIAL DRIVE", "city": "DANVILLE", "state": "VA", "zip": "24541", "phone": "8047997000"}}
1
       As filed with the Securities and Exchange Commission on May 8, 2000
                                                        Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 DAN RIVER INC.
             (Exact name of registrant as specified in its charter)

                GEORGIA                                         58-1854637
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

           2291 MEMORIAL DRIVE                                     24541
            DANVILLE, VIRGINIA                                   (Zip Code)
(Address of principal executive offices)

                                 DAN RIVER INC.
                          2000 LONG-TERM INCENTIVE PLAN
                            (Full title of the plans)

        HARRY L. GOODRICH, ESQ.                             Copies to:
            DAN RIVER INC.                                MARY A. BERNARD
          2291 MEMORIAL DRIVE                             KING & SPALDING
       DANVILLE, VIRGINIA 24541                     1185 AVENUE OF THE AMERICAS
(Name and address of agent for service)            NEW YORK, NEW YORK 10036-4003

             (804) 799-7000
(Telephone number, including area code,
         of agent for service)

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES       AMOUNT TO BE          PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
   TO BE REGISTERED          REGISTERED       OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE   REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $.01 per share   2,000,000 shares             $5.72                 $11,440,000.00            $3,020.00
---------------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee
         pursuant to rule 457(h) based the average of the high and low sales
         prices per share of Class A Common Stock of Dan River Inc. as reported
         on the New York Stock Exchange on May 5, 2000.

===============================================================================
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents previously filed by us with the Securities and
Exchange Commission are hereby incorporated by reference into this registration
statement as of their respective dates:

         (a) Our Annual Report on Form 10-K for the fiscal year ended January 1,
2000;

         (b) All reports filed by us pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, which we refer to as the Exchange
Act, since January 1, 2000; and

         (c) The description of our Class A Common Stock, par value $.01 per
share, contained in our registration statement on Form 8-A dated September 26,
1997, including any amendment or report filed for the purpose of updating such
description.

         In addition, all documents filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our amended and restated articles of incorporation, which we refer to
as the Restated Charter, eliminate, to the fullest extent permitted by
applicable law, the personal liability of directors to us or our shareholders
for monetary damages for breaches of such directors' duty of care or other
duties as a director. This provision of the Restated Charter will limit the
remedies available to a shareholder in the event of breaches of any director's
duties to such shareholder or us. Under current Georgia law, the Restated
Charter does not provide for the elimination of or any limitation on the
personal liability of a director for:

         -        any appropriation, in violation of the director's duties, of
                  any of our business opportunities,

         -        acts or omissions which involve intentional misconduct or a
                  knowing violation of law,

         -        unlawful corporate distributions, or

         -        any transactions from which the director received an improper
                  personal benefit.
3

         Under our bylaws, we shall indemnify to the fullest extent permitted
under the Georgia Business Corporation Code, which we refer to as the GBCC, any
person made a party to a proceeding because he or she is or was a director or
officer of our company, if he or she acted in a manner he or she believed in
good faith to be in or not opposed to our best interests and, in the case of any
criminal proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. We shall have the power to indemnify to the fullest extent
permitted under the GBCC any person made a party to a proceeding because he or
she is or was an employee or agent of ours, if he or she acted in a manner he or
she believed in good faith to be in or not opposed to our best interests and, in
the case of any criminal proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful.

         Under the GBCC, a Georgia corporation may indemnify an individual who
is a party to a proceeding because he or she is or was a director, against
liability incurred in such proceeding, provided that such individual acted in
good faith and reasonably believed

         (1) in the case of conduct in his or her official capacity, that such
conduct was in the best interests of the corporation,

         (2) in all other cases other than a criminal proceeding, that such
conduct was at least not opposed to the best interests of the corporation, and

         (3) in the case of a criminal proceeding, that such individual had no
reasonable cause to believe that such conduct was unlawful.

         A Georgia corporation may not indemnify a director under the GBCC:

         -        in connection with a proceeding by or in the right of the
                  corporation, except for reasonable expenses incurred by such
                  director in connection with the proceeding, provided it is
                  determined that such director met the relevant standard of
                  conduct set forth above, or

         -        in connection with any proceeding with respect to conduct for
                  which such director was adjudged liable on the basis that he
                  or she received an improper personal benefit.

         Additionally, a Georgia corporation may, before final disposition of a
proceeding, advance funds to pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding because he or she is a
director, provided that such director delivers to the corporation a written
affirmation of his or her good faith belief that he or she met the relevant
standard of conduct or that the proceeding involves conduct for which such
director's liability has been properly eliminated by action of the corporation,
and a written undertaking by the director to repay any funds advanced if it is
ultimately determined that such director was not entitled to such
indemnification. The GBCC also allows a Georgia corporation to indemnify
directors made a party to a proceeding without regard to the above-referenced
limitations, if authorized by the articles of incorporation or a bylaw,
contract, or resolution duly adopted by a vote of the shareholders of the
corporation by a majority of votes entitled to be cast, excluding shares owned
or voted under the control of the director or directors who are not
disinterested.

         Our directors and executive officers are insured against damages from
actions and claims incurred in the course of performing duties, and we are
insured against expenses incurred in defending lawsuits arising from certain
alleged acts against directors and executive officers.
4

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.   EXHIBITS

           4.1        Amended and Restated Articles of Incorporation of Dan
                      River Inc. (incorporated by reference to Exhibit 3.1 in
                      Amendment No. 1 to Dan River's registration statement on
                      Form S-1 (File No. 333-36479))

           4.2        Bylaws of Dan River Inc. (incorporated by reference to
                      Exhibit 3.2 in Amendment No. 1 to Dan River's registration
                      statement on Form S-1 (File No. 333-36479))

           4.3        Form of Indenture between Dan River Inc. and Marine
                      Midland Bank, N.A., as Trustee (including Form of Note)
                      (incorporated by reference to Exhibit 4.1 in Dan River's
                      Annual Report on Form 10-K for the fiscal year ended
                      January 1, 2000)

           5.1        Opinion of King & Spalding

           23.1       Consent of Ernst & Young LLP

           23.2       Consent of King & Spalding (included as part of Exhibit
                      5.1)

           99.1       Dan River Inc. 2000 Long-Term Incentive Plan (incorporated
                      by reference to Exhibit 10.16 in Dan River's Annual Report
                      on Form 10-K for the fiscal year ended January 1, 2000)

ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes as follows:

                  (1)      to file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                           (i)      to include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933, as amended,
                  which we refer to as the Securities Act,

                           (ii)     to reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii)    to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;
5

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

                  (2)      that, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3)      to remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                     EXPERTS

         Our consolidated financial statements incorporated herein by reference
to our Annual Report on Form 10-K for the year ended January 1, 2000 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon incorporated by reference therein and incorporated by reference herein.
Such consolidated financial statements are, and audited financial statements to
be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given on the authority of such firm as experts in
accounting and auditing.
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Danville, State of Virginia, on the 8th day of May,
2000.

                                                 DAN RIVER INC.

                                                 By: /s/ Joseph L. Lanier, Jr.
                                                     -------------------------
                                                     Joseph L. Lanier, Jr.
                                                     Chairman of the Board and
                                                     Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph L. Lanier, Jr., Richard L.
Williams, Barry F. Shea and Harry L. Goodrich and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for such person and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the date indicated.
SIGNATURE                         TITLE                     DATE
--------------------------------    ------------------------       ------------
/s/ Donald J. Keller
--------------------------------    Director                       May 8, 2000
    Donald J. Keller

/s/ Joseph L. Lanier, Jr.
--------------------------------    Chairman of the Board,         May 8, 2000
  Joseph L. Lanier, Jr.             Chief Executive Officer
                                    and Director (Principal
                                    Executive Officer)
   /s/ Edward J. Lill
--------------------------------    Director                       May 8, 2000
     Edward J. Lill
7
/s/ John F. Maypole
--------------------------------    Director                       May 8, 2000
     John F. Maypole

    /s/ Barry F. Shea
--------------------------------    Executive Vice President       May 8, 2000
      Barry F. Shea                 - Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)
 /s/ Richard L. Williams
--------------------------------    President, Chief               May 8, 2000
   Richard L. Williams              Operating Officer and
                                    Director
8

                              EXHIBIT INDEX

 EXHIBIT                                                              SEQUENTIAL
 NUMBER                   DESCRIPTION OF EXHIBIT                       PAGE NO.
 -------                  ----------------------                      ----------

    4.1   Amended and Restated Articles of Incorporation
          of Dan River Inc. (incorporated by reference to Exhibit
          3.1 in Amendment No. 1 to Dan River's registration
          statement on Form S-1 (File No. 333-36479))

    4.2   Bylaws of Dan River Inc. (incorporated by reference to
          Exhibit 3.2 in Amendment No. 1 to Dan River's registration
          statement on Form S-1 (File No. 333-36479))

    4.3   Form of Indenture between Dan River Inc. and Marine
          Midland Bank, N.A., as Trustee (including Form of  Note)
          (incorporated by reference to Exhibit 4.1 in Dan River's
          Annual Report on Form 10-K for the fiscal year ended
          January 1, 2000)

    5.1   Opinion of King & Spalding

    23.1  Consent of Ernst & Young LLP

    23.2  Consent of King & Spalding (included as part of Exhibit
          5.1)

    99.1  Dan River Inc. 2000 Long-Term Incentive Plan (incorporated
          by reference to Exhibit 10.16 in Dan River's Annual Report
          on Form 10-K for the fiscal year ended January 1, 2000)