<PAGE>

                                                       Registration No.333-70511
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               -------------------

                             McRAE INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


             DELAWARE                                    56-0706710
--------------------------------------------------------------------------------
   (State or other jurisdiction          (I.R.S. Employer Identification Number)
 of incorporation or organization)

400 North Main Street, Mt. Gilead, North Carolina                     27306
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                       (Zip Code)


                             McRAE INDUSTRIES, INC.
                              INCENTIVE EQUITY PLAN
                             ----------------------
                            (Full title of the Plan)

                                  D. Gary McRae
                             President and Treasurer
                              400 North Main Street
                        Mt. Gilead, North Carolina 27306
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (910) 439-6147
                     ---------------------------------------
          (Telephone number, including area code, of agent for service)


                          ----------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=================================================================================================================
                                                   Proposed Maximum       Proposed Maximum
  Title of Securities           Amount to           Offering Price            Aggregate              Amount of
   to be Registered           be Registered           Per Share*           Offering Price*       Registration Fee
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                        <C>                   <C>                     <C>
 Class A Common Stock,
    $1.00 par value          100,000 shares             $5.9375                $593,750               $54.63
=================================================================================================================
</TABLE>

* Based upon the average of the high and low prices for the Class A Common Stock
on January 6, 1999, as reported on the American Stock Exchange, pursuant to Rule
457(c) and (h)(1) under the Securities Act of 1933.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed by McRae Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

(1)      The Company's annual report on Form 10-K for the Company's fiscal year
         ended August 1, 1998.

(2)      The Company's quarterly report on Form 10-Q for the quarter ended
         October 31, 1998.

(3)      The description of the Class A Common Stock contained in the
         registration statement for the Class A Common Stock filed pursuant to
         Section 12 of the Securities Exchange Act of 1934, including any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Delaware Corporation Law contains provisions prescribing the extent
to which directors and officers shall be indemnified against liabilities which
they may incur in their capacities as such. Under those provisions, the
requirement of indemnification or reimbursement of expenses is dependent upon
numerous factors, including whether the action is brought by the corporation or
by outsiders and the extent to which the potential indemnitee is successful in
his defense. The statute is not exclusive of any other rights of indemnification
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. The Certificate of Incorporation of the Company, as amended, requires
the Company to indemnify the officers and directors of the Company to the full
extent permitted by law.


<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4       McRae Industries, Inc. Incentive Equity Plan

          5       Opinion of Kennedy Covington Lobdell & Hickman, LLP, as to the
                  legality of the securities being registered.

         23.1     Consent of Gleiberman Spears Shepherd & Menaker, PA.

         23.2     Consent of Kennedy Covington Lobdell & Hickman, LLP (contained
                  in Exhibit 5).

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of 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 this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the 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 re 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 that a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                           (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;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the registration statement is on Form S-3, Form
                  S-8 or Form F-3, 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 liability under the
                  Securities Act, it will treat each post-effective amendment as
                  a new registration statement of the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering.

                  (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 section 15(d)
         of the


<PAGE>

         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.


                            [SIGNATURES ON NEXT PAGE]


<PAGE>


                                   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 Mt. Gilead, State of North Carolina, on the 6th day
of January, 1999.

                                                 McRAE INDUSTRIES, INC.


                                                 By:     /s/ D. Gary McRae
                                                       -------------------------
                                                         D. Gary McRae
                                                         President and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                 Signature                                         Title                              Date
                 ---------                                         -----                              ----
<S>                                                    <C>                                      <C>
/s/ D. Gary McRae                                      President and Treasurer (Principal       January 6, 1999
-----------------------------------------              Executive and Financial Officer)
D. Gary McRae                                          and Director


/s/ Marvin Kiser                                       Controller (Principal Accounting         January 6, 1999
-----------------------------------------              Officer)
Marvin Kiser


/s/ George M. Bruton                                   Director                                 January 6, 1999
-----------------------------------------
George M. Bruton


/s/ Hilton J. Cochran                                  Director                                 January 6, 1999
-----------------------------------------
Hilton J. Cochran


/s/ Brady W. Dickson                                   Director                                 January 6, 1999
-----------------------------------------
Brady W. Dickson


/s/ Victor A. Karam                                    Director                                 January 6, 1999
-----------------------------------------
Victor A. Karam


/s/ James W. McRae                                     Director                                 January 6, 1999
-----------------------------------------
James W. McRae


/s/ Harold W. Smith                                    Director                                 January 6, 1999
-----------------------------------------
Harold W. Smith

</TABLE>

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 29549

                                    EXHIBITS
                                     Item 8

                                    FORM S-8
                             REGISTRATION STATEMENT

                             McRAE INDUSTRIES, INC.


                                  EXHIBIT INDEX


         Exhibit                    Description
         -------                    ------------

           4               McRae Industries, Inc. Incentive Equity Plan

           5               Opinion of Kennedy Covington Lobdell & Hickman, LLP

          23.1             Consent of Gleiberman Spears Shepherd & Menaker, PA.

          23.2             Consent of Kennedy Covington Lobdell & Hickman, LLP
                           (contained in Exhibit 5).
[{"type": "S-8", "sequence": "1", "filename": "g79873asv8.txt", "description": "MCRAE INDUSTRIES S-8", "secsgml_size_bytes": 15507}]
{"company-data": {"conformed-name": "MCRAE INDUSTRIES INC", "cik": "0000729284", "assigned-sic": "3140", "irs-number": "560706710", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102029", "film-number": "02863949"}, "business-address": {"street1": "402 NORTH MAIN STREET", "street2": "PO BOX 726", "city": "MT. GILEAD", "state": "NC", "zip": "27306", "phone": "910-439-6147"}, "mail-address": {"street1": "402 NORTH MAIN STREET", "street2": "PO BOX 726", "city": "MT. GILEAD", "state": "NC", "zip": "27306"}, "former-company": {"former-conformed-name": "MCRAE INDUSTRIES INC/DE", "date-changed": "19920703"}}
Registration No.333-70511
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               -------------------

                             McRAE INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    56-0706710
--------------------------------------------------------------------------------
   (State or other jurisdiction          (I.R.S. Employer Identification Number)
 of incorporation or organization)

400 North Main Street, Mt. Gilead, North Carolina                     27306
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                       (Zip Code)

                             McRAE INDUSTRIES, INC.
                              INCENTIVE EQUITY PLAN
                             ----------------------
                            (Full title of the Plan)

                                  D. Gary McRae
                             President and Treasurer
                              400 North Main Street
                        Mt. Gilead, North Carolina 27306
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (910) 439-6147
                     ---------------------------------------
          (Telephone number, including area code, of agent for service)

                          ----------------------------

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                   Proposed Maximum       Proposed Maximum
  Title of Securities           Amount to           Offering Price            Aggregate              Amount of
   to be Registered           be Registered           Per Share*           Offering Price*       Registration Fee
-----------------------------------------------------------------------------------------------------------------
Class A Common Stock,
    $1.00 par value          100,000 shares             $5.9375                $593,750               $54.63
=================================================================================================================
* Based upon the average of the high and low prices for the Class A Common Stock
on January 6, 1999, as reported on the American Stock Exchange, pursuant to Rule
457(c) and (h)(1) under the Securities Act of 1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed by McRae Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

(1)      The Company's annual report on Form 10-K for the Company's fiscal year
         ended August 1, 1998.

(2)      The Company's quarterly report on Form 10-Q for the quarter ended
         October 31, 1998.

(3)      The description of the Class A Common Stock contained in the
         registration statement for the Class A Common Stock filed pursuant to
         Section 12 of the Securities Exchange Act of 1934, including any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Delaware Corporation Law contains provisions prescribing the extent
to which directors and officers shall be indemnified against liabilities which
they may incur in their capacities as such. Under those provisions, the
requirement of indemnification or reimbursement of expenses is dependent upon
numerous factors, including whether the action is brought by the corporation or
by outsiders and the extent to which the potential indemnitee is successful in
his defense. The statute is not exclusive of any other rights of indemnification
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. The Certificate of Incorporation of the Company, as amended, requires
the Company to indemnify the officers and directors of the Company to the full
extent permitted by law.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4       McRae Industries, Inc. Incentive Equity Plan

          5       Opinion of Kennedy Covington Lobdell & Hickman, LLP, as to the
                  legality of the securities being registered.

         23.1     Consent of Gleiberman Spears Shepherd & Menaker, PA.

         23.2     Consent of Kennedy Covington Lobdell & Hickman, LLP (contained
                  in Exhibit 5).

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of 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 this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the 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 re 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 that a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                           (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;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the registration statement is on Form S-3, Form
                  S-8 or Form F-3, 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 liability under the
                  Securities Act, it will treat each post-effective amendment as
                  a new registration statement of the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering.

                  (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 section 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.

                            [SIGNATURES ON NEXT PAGE]
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 Mt. Gilead, State of North Carolina, on the 6th day
of January, 1999.

                                                 McRAE INDUSTRIES, INC.

                                                 By:     /s/ D. Gary McRae
                                                       -------------------------
                                                         D. Gary McRae
                                                         President and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                         Title                              Date
                 ---------                                         -----                              ----
/s/ D. Gary McRae                                      President and Treasurer (Principal       January 6, 1999
-----------------------------------------              Executive and Financial Officer)
D. Gary McRae                                          and Director

/s/ Marvin Kiser                                       Controller (Principal Accounting         January 6, 1999
-----------------------------------------              Officer)
Marvin Kiser

/s/ George M. Bruton                                   Director                                 January 6, 1999
-----------------------------------------
George M. Bruton

/s/ Hilton J. Cochran                                  Director                                 January 6, 1999
-----------------------------------------
Hilton J. Cochran

/s/ Brady W. Dickson                                   Director                                 January 6, 1999
-----------------------------------------
Brady W. Dickson

/s/ Victor A. Karam                                    Director                                 January 6, 1999
-----------------------------------------
Victor A. Karam

/s/ James W. McRae                                     Director                                 January 6, 1999
-----------------------------------------
James W. McRae

/s/ Harold W. Smith                                    Director                                 January 6, 1999
-----------------------------------------
Harold W. Smith
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 29549

                                    EXHIBITS
                                     Item 8

                                    FORM S-8
                             REGISTRATION STATEMENT

                             McRAE INDUSTRIES, INC.

                                  EXHIBIT INDEX

         Exhibit                    Description
         -------                    ------------

           4               McRae Industries, Inc. Incentive Equity Plan

           5               Opinion of Kennedy Covington Lobdell & Hickman, LLP

          23.1             Consent of Gleiberman Spears Shepherd & Menaker, PA.

          23.2             Consent of Kennedy Covington Lobdell & Hickman, LLP
                           (contained in Exhibit 5).