<PAGE>   1

       As filed with the Securities and Exchange Commission on December 10, 1997
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                          ---------------------------
         
                                    FORM S-8


            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           SYNTHETIC INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

             DELAWARE                               58-1049400

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

        309 LAFAYETTE ROAD
       CHICKAMAUGA, GEORGIA                            30707

  (Address of Principal Executive                    (Zip Code)
             Offices)

               1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             1994 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN

                           (Full title of the Plans)

                                 JOSEPH F. DANA
                  CHIEF OPERATING OFFICER AND GENERAL COUNSEL
                               309 LAFAYETTE ROAD
                           CHICKAMAUGA, GEORGIA 30707

                    (Name and address of agent for service)

                                 (706) 375-3121

                (Telephone number, including area code, of agent
                                  for service)

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

                                with copies to:

                                 MARK ZVONKOVIC
                                KING & SPALDING
                          1185 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 556-2100

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                          Proposed maximum         Proposed maximum
  Title of securities to         Amount to be            offering price per       aggregate offering      Amount of registration
      be registered               registered                   unit(1)                  price(1)                    fee
--------------------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                    <C>                      <C>                     <C>
  Common Stock,                      905,736(2)               $  11.86                 $  10,742,029               $  3,169
  $1.00 par value
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                          ---------------------------

(1)       Estimated solely for purposes of calculating the registration fee in
          accordance with Rule 457(h)(i) based upon the weighted average of the
          exercise prices for the options granted under the Registrant's 1994
          Stock Option Plan For Non-Employee Directors, 1994 Stock Option Plan
          and 1996 Stock Option Plan (collectively, the "Plans").
(2)       Plus such additional number of shares of Common Stock as may be
          issuable pursuant to the antidilution provisions of the Plans.

<PAGE>   2

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

                   The following documents filed by Synthetic Industries, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

                   (1)      The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996;

                   (2)      The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended December 31, 1996, March 31, 1997 and June 30, 1997;
and

                   (3)      The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed on October
24, 1996 (File No. 0-12357), including any amendment or report filed for the
purpose of updating such information.

                   All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which 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 filing such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.            DESCRIPTION OF SECURITIES.

                   Not applicable.

ITEM 5.            INTERESTS OF NAMED EXPERTS AND COUNSEL.

                   The validity of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Registrant by King & Spalding, 1185
Avenue of the Americas, New York, New York 10036.

ITEM 6.            INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                   Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer, director,
employee or agent in defending such action, provided that the director or
officer undertakes to repay such amount if it shall ultimately be determined
that he or she





                                     II-1
<PAGE>   3

is not entitled to be indemnified by the corporation.  A corporation may
indemnify such person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

                   A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation.  Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him or her against the expenses (including attorneys' fees)
which he or she actually and reasonably incurred in connection therewith.  The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under any corporation's by-laws,
agreement, vote or otherwise.

                   In accordance with Section 145 of the DGCL, Article VII of
the Registrant's Certificate of Incorporation, as amended and restated (the
"Restated Certificate") provides that the Registrant may indemnify, to the
fullest extent permitted by applicable law in effect from time to time, any
person, and the estate and personal representative of any such person, against
all liability and expense (including attorneys' fees) incurred by reason of the
fact that such person is or was a director, officer, fiduciary, or agent of the
Registrant, or, while serving as a director, officer, fiduciary or agent of the
Registrant, is or was serving at the request of the Registrant as a director,
officer, partner, trustee, employee, fiduciary, or agent of, or in any similar
managerial or fiduciary position of another domestic or foreign corporation or
other individual or entity or of an employee benefit plan to the extent and in
the manner provided in any bylaw, resolution of the directors, resolution of
the stockholders, contract, or otherwise so long as such indemnification is
legally permissible.

                   The foregoing statements are subject to the detailed
provisions of Section 145 of the DGCL and Article VII of the Restated
Certificate.

ITEM 7.            EXEMPTION FROM REGISTRATION CLAIMED.

                   Not applicable.

ITEM 8.            EXHIBITS.

<TABLE>
<CAPTION>
                Exhibit                                  Description
                -------        ----------------------------------------------------------------------
                  <S>          <C>
                  3.1          Certificate of Incorporation of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  3.2          Amended and Restated Bylaws of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  5.1.*        Opinion of King & Spalding.

                  23.1*        Consent of Deloitte & Touche LLP.

                  23.2*        Consent of King & Spalding (included in Exhibit 5.1).
</TABLE>





                                     II-2
<PAGE>   4

<TABLE>
                  <S>          <C>

                  24.1         Power of Attorney (included on signature page).

                  99.1         Synthetic Industries, Inc. 1994 Stock Option Plan For Non-Employee
                               Directors (included as an exhibit to the Registrant's Annual Report on
                               Form 10-K for the fiscal year ended September 30, 1994 and incorporated
                               herein by reference).

                  99.2         Synthetic Industries, Inc. 1994 Stock Option Plan (included as an
                               exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
                               year ended September 30, 1994 and incorporated herein by reference).

                  99.3         Synthetic Industries, Inc. 1996 Stock Option Plan (included as an
                               exhibit to the Registrant's Registration Statement on Form S-1 (333-
                               09377) as filed on August 1, 1996 and incorporated herein by
                               reference).
</TABLE>

--------------------
*Filed herewith


ITEM 9.            UNDERTAKINGS.

                   (a)      The undersigned Registrant hereby undertakes:

                   (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 (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 and 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;

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 Securities and Exchange
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.





                                     II-3
<PAGE>   5

                   (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 forgoing provisions
described in Item 6 above, 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.





                                     II-4
<PAGE>   6

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chickamauga, State of
Georgia, on the 10th day of December, 1997.

                                       SYNTHETIC INDUSTRIES, INC.
                                       
                                       By: /s/ LEONARD CHILL 
                                          ------------------------------------
                                          Leonard Chill
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard Chill and Joseph Sinicropi, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective 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 and any
other regulatory authority, 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 and necessary to be done in connection therewith, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
 SIGNATURE                               TITLE                                   DATE
 ---------                               -----                                   ----
           <S>                           <C>                                     <C>
           /s/ LEONARD CHILL             President, Chief Executive Officer      December 10, 1997
 --------------------------------------  and Director (Principal Executive                                                        
               Leonard Chill             Officer)


           /s/ JOSEPH F. DANA            Chief Operating Officer, General        December 10, 1997
 --------------------------------------  Counsel and Director                                                         
               Joseph F. Dana              


           /s/ JOSEPH SINICROPI          Chief Financial Officer and Secretary   December 10, 1997
 --------------------------------------  (Principal Financial and Accounting     
               Joseph Sinicropi          Officer)


           /s/ LEE J. SEIDLER            Director                                December 10, 1997
 --------------------------------------                                                           
               Lee J. Seidler



           /s/ WILLIAM J. SHORTT         Director                                December 10, 1997
 --------------------------------------                                                           
               William J. Shortt



           /s/ ROBERT L. VOIGT           Director                                December 10, 1997
 --------------------------------------                                                           
               Robert L. Voigt
</TABLE>


<PAGE>   7

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                Exhibit                                  Description
                -------        ----------------------------------------------------------------------
                  <S>          <C>
                  3.1          Certificate of Incorporation of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  3.2          Amended and Restated Bylaws of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  5.1.*        Opinion of King & Spalding.

                  23.1*        Consent of Deloitte & Touche LLP.

                  23.2*        Consent of King & Spalding (included in Exhibit 5.1).

                  24.1         Power of Attorney (included on Page II-4).

                  99.1         Synthetic Industries, Inc. 1994 Stock Option Plan For Non-Employee
                               Directors (included as an exhibit to the Registrant's Annual Report on
                               Form 10-K for the fiscal year ended September 30, 1994 and incorporated
                               herein by reference).

                  99.2         Synthetic Industries, Inc. 1994 Stock Option Plan (included as an
                               exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
                               year ended September 30, 1994 and incorporated herein by reference).

                  99.3         Synthetic Industries, Inc. 1996 Stock Option Plan (included as an
                               exhibit to the Registrant's Registration Statement on Form S-1 (333-
                               09377) as filed on August 1, 1996 and incorporated herein by
                               reference).
</TABLE>

____________________
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "SYNTHETIC INDUSTRIES, INC.", "secsgml_size_bytes": 23070}]
{"company-data": {"conformed-name": "SYNTHETIC INDUSTRIES INC", "cik": "0000809803", "assigned-sic": "2200", "irs-number": "581049400", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41925", "film-number": "97735792"}, "business-address": {"street1": "309 LAFAYETTE RD", "city": "CHICKAMAUGA", "state": "GA", "zip": "30707", "phone": "7063753121"}, "mail-address": {"street1": "309 LA FAYETTE ROAD", "city": "CHICKAMAUGA", "state": "GA", "zip": "30707"}}
1

       As filed with the Securities and Exchange Commission on December 10, 1997
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                          ---------------------------
         
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           SYNTHETIC INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

             DELAWARE                               58-1049400

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

        309 LAFAYETTE ROAD
       CHICKAMAUGA, GEORGIA                            30707

  (Address of Principal Executive                    (Zip Code)
             Offices)

               1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             1994 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN

                           (Full title of the Plans)

                                 JOSEPH F. DANA
                  CHIEF OPERATING OFFICER AND GENERAL COUNSEL
                               309 LAFAYETTE ROAD
                           CHICKAMAUGA, GEORGIA 30707

                    (Name and address of agent for service)

                                 (706) 375-3121

                (Telephone number, including area code, of agent
                                  for service)

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

                                with copies to:

                                 MARK ZVONKOVIC
                                KING & SPALDING
                          1185 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 556-2100

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

                        CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                          Proposed maximum         Proposed maximum
  Title of securities to         Amount to be            offering price per       aggregate offering      Amount of registration
      be registered               registered                   unit(1)                  price(1)                    fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock,                      905,736(2)               $  11.86                 $  10,742,029               $  3,169
  $1.00 par value
--------------------------------------------------------------------------------------------------------------------------------
---------------------------

(1)       Estimated solely for purposes of calculating the registration fee in
          accordance with Rule 457(h)(i) based upon the weighted average of the
          exercise prices for the options granted under the Registrant's 1994
          Stock Option Plan For Non-Employee Directors, 1994 Stock Option Plan
          and 1996 Stock Option Plan (collectively, the "Plans").
(2)       Plus such additional number of shares of Common Stock as may be
          issuable pursuant to the antidilution provisions of the Plans.
2

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

                   The following documents filed by Synthetic Industries, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

                   (1)      The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996;

                   (2)      The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended December 31, 1996, March 31, 1997 and June 30, 1997;
and

                   (3)      The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed on October
24, 1996 (File No. 0-12357), including any amendment or report filed for the
purpose of updating such information.

                   All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which 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 filing such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.            DESCRIPTION OF SECURITIES.

                   Not applicable.

ITEM 5.            INTERESTS OF NAMED EXPERTS AND COUNSEL.

                   The validity of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Registrant by King & Spalding, 1185
Avenue of the Americas, New York, New York 10036.

ITEM 6.            INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                   Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer, director,
employee or agent in defending such action, provided that the director or
officer undertakes to repay such amount if it shall ultimately be determined
that he or she

                                     II-1
3

is not entitled to be indemnified by the corporation.  A corporation may
indemnify such person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

                   A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation.  Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him or her against the expenses (including attorneys' fees)
which he or she actually and reasonably incurred in connection therewith.  The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under any corporation's by-laws,
agreement, vote or otherwise.

                   In accordance with Section 145 of the DGCL, Article VII of
the Registrant's Certificate of Incorporation, as amended and restated (the
"Restated Certificate") provides that the Registrant may indemnify, to the
fullest extent permitted by applicable law in effect from time to time, any
person, and the estate and personal representative of any such person, against
all liability and expense (including attorneys' fees) incurred by reason of the
fact that such person is or was a director, officer, fiduciary, or agent of the
Registrant, or, while serving as a director, officer, fiduciary or agent of the
Registrant, is or was serving at the request of the Registrant as a director,
officer, partner, trustee, employee, fiduciary, or agent of, or in any similar
managerial or fiduciary position of another domestic or foreign corporation or
other individual or entity or of an employee benefit plan to the extent and in
the manner provided in any bylaw, resolution of the directors, resolution of
the stockholders, contract, or otherwise so long as such indemnification is
legally permissible.

                   The foregoing statements are subject to the detailed
provisions of Section 145 of the DGCL and Article VII of the Restated
Certificate.

ITEM 7.            EXEMPTION FROM REGISTRATION CLAIMED.

                   Not applicable.

ITEM 8.            EXHIBITS.
Exhibit                                  Description
                -------        ----------------------------------------------------------------------
3.1          Certificate of Incorporation of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  3.2          Amended and Restated Bylaws of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  5.1.*        Opinion of King & Spalding.

                  23.1*        Consent of Deloitte & Touche LLP.

                  23.2*        Consent of King & Spalding (included in Exhibit 5.1).
II-2
4
24.1         Power of Attorney (included on signature page).

                  99.1         Synthetic Industries, Inc. 1994 Stock Option Plan For Non-Employee
                               Directors (included as an exhibit to the Registrant's Annual Report on
                               Form 10-K for the fiscal year ended September 30, 1994 and incorporated
                               herein by reference).

                  99.2         Synthetic Industries, Inc. 1994 Stock Option Plan (included as an
                               exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
                               year ended September 30, 1994 and incorporated herein by reference).

                  99.3         Synthetic Industries, Inc. 1996 Stock Option Plan (included as an
                               exhibit to the Registrant's Registration Statement on Form S-1 (333-
                               09377) as filed on August 1, 1996 and incorporated herein by
                               reference).
--------------------
*Filed herewith

ITEM 9.            UNDERTAKINGS.

                   (a)      The undersigned Registrant hereby undertakes:

                   (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 (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 and 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;

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 Securities and Exchange
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.

                                     II-3
5

                   (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 forgoing provisions
described in Item 6 above, 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.

                                     II-4
6

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chickamauga, State of
Georgia, on the 10th day of December, 1997.

                                       SYNTHETIC INDUSTRIES, INC.
                                       
                                       By: /s/ LEONARD CHILL 
                                          ------------------------------------
                                          Leonard Chill
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard Chill and Joseph Sinicropi, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective 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 and any
other regulatory authority, 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 and necessary to be done in connection therewith, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURE                               TITLE                                   DATE
 ---------                               -----                                   ----
/s/ LEONARD CHILL             President, Chief Executive Officer      December 10, 1997
 --------------------------------------  and Director (Principal Executive                                                        
               Leonard Chill             Officer)

           /s/ JOSEPH F. DANA            Chief Operating Officer, General        December 10, 1997
 --------------------------------------  Counsel and Director                                                         
               Joseph F. Dana              

           /s/ JOSEPH SINICROPI          Chief Financial Officer and Secretary   December 10, 1997
 --------------------------------------  (Principal Financial and Accounting     
               Joseph Sinicropi          Officer)

           /s/ LEE J. SEIDLER            Director                                December 10, 1997
 --------------------------------------                                                           
               Lee J. Seidler

           /s/ WILLIAM J. SHORTT         Director                                December 10, 1997
 --------------------------------------                                                           
               William J. Shortt

           /s/ ROBERT L. VOIGT           Director                                December 10, 1997
 --------------------------------------                                                           
               Robert L. Voigt
7

                               INDEX TO EXHIBITS
Exhibit                                  Description
                -------        ----------------------------------------------------------------------
3.1          Certificate of Incorporation of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  3.2          Amended and Restated Bylaws of the Registrant (included as an exhibit
                               to the Registrant's Registration Statement on Form 8-A (0-12357) as
                               filed on October 24, 1996 and incorporated herein by reference).

                  5.1.*        Opinion of King & Spalding.

                  23.1*        Consent of Deloitte & Touche LLP.

                  23.2*        Consent of King & Spalding (included in Exhibit 5.1).

                  24.1         Power of Attorney (included on Page II-4).

                  99.1         Synthetic Industries, Inc. 1994 Stock Option Plan For Non-Employee
                               Directors (included as an exhibit to the Registrant's Annual Report on
                               Form 10-K for the fiscal year ended September 30, 1994 and incorporated
                               herein by reference).

                  99.2         Synthetic Industries, Inc. 1994 Stock Option Plan (included as an
                               exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
                               year ended September 30, 1994 and incorporated herein by reference).

                  99.3         Synthetic Industries, Inc. 1996 Stock Option Plan (included as an
                               exhibit to the Registrant's Registration Statement on Form S-1 (333-
                               09377) as filed on August 1, 1996 and incorporated herein by
                               reference).
____________________
*Filed herewith