As filed with the Securities and Exchange Commission on May 3, 2002
                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                              The Dixie Group, Inc.
             (Exact name of Registrant as specified in its charter)

          TENNESSEE                                             62-0183370
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                345-B Nowlin Lane
                          Chattanooga, Tennessee 37421
                                 (423) 510-7010
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                   The Dixie Group, Inc. Stock Incentive Plan
                            (Full title of the Plan)

                                 Gary A. Harmon
                             Chief Financial Officer
                              The Dixie Group, Inc.
                           185 South Industrial Blvd.
                             Calhoun, Georgia 30701
                                 (706) 625-7990
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  With Copy to:

                             Steven R. Barrett, Esq.
                         Witt, Gaither & Whitaker, P.C.
                           1100 SunTrust Bank Building
                          Chattanooga, Tennessee 37402
                                 (423) 265-8881

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================
                                                        Proposed           Proposed
                                                         maximum           maximum
   Title of each class of            Amount to        offering price       aggregate           Amount of
 securities to be registered      be registered(1)      per unit(2)      offering price    registration fee
-----------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>               <C>                 <C>
Common Stock, $3.00 par value       436,500 shs.          $6.72             $2,933,280          $269.86
===========================================================================================================
</TABLE>

(1)  This figure represents the aggregate number of shares of Common Stock being
     registered hereby for issuance pursuant to the Stock Incentive Plan (the
     "Plan") of The Dixie Group, Inc. There are also registered an undetermined
     number of additional shares of Common Stock that may become issuable under
     the Plan in the event of certain changes in the outstanding shares of
     Common Stock or in the capital structure of the Company, including any
     stock dividend, stock split, recapitalization or similar transaction.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Securities Act Rules 457(c) and 457(h), based on the
     average of the high and low prices reported for the Common Stock on the
     Nasdaq National Market on April 30, 2002.

================================================================================
<PAGE>

                                     PART I

Item 1. Plan Information.*

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

----------

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.

<PAGE>

                                    PART II

Item 3. Incorporation of Documents by Reference.

     The following documents filed by The Dixie Group, Inc. (Commission File No.
0-2585) with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

(1)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 29, 2001; and

(2)  the description of the Registrant's common stock set forth in the Company's
     registration statement filed pursuant to Section 12 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or
     report filed for the purpose of updating any such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or deregistering 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 of 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 or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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.

     Certain legal matters in connection with the shares of Common Stock being
registered hereby have been passed upon for the Company by Witt, Gaither and
Whitaker, P.C., 1100 SunTrust Bank Building, 736 Market Street, Chattanooga,
Tennessee, 37402. Certain attorneys who are shareholders and/or employees of
Witt, Gaither and Whitaker, P.C. may be deemed to beneficially own (directly or
indirectly) an aggregate of $20,000 of the Company's Convertible Subordinated
Debentures (convertible into Common Stock at an effective conversion price of
$32.20 per share, subject to adjustment under certain circumstances) and 19,934
shares of the Company's Common Stock. Such number of shares includes beneficial
ownership reported by


                                     II - 1
<PAGE>

John W. Murrey, III, of counsel to Witt, Gaither and Whitaker, P.C. and a
director of the Company, as follows: 10,434 shares of Common Stock (including a
total of 8,234 Performance Units awarded under Dixie's Directors Stock Plan
(each representing one share of Common Stock payable upon retirement from the
Board)) plus presently exercisable options to acquire an additional 7,500 shares
of Common Stock.

Item 6. Indemnification of Directors and Officers.

     The Tennessee Business Corporation Act (the "TBCA") governs permissive and
mandatory indemnification of officers and directors of Tennessee corporations
who are made parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal (collectively, a "Proceeding") by reason of their service to
the corporation in such capacity. In general, a Tennessee corporation may
indemnify a director of the corporation against liability if the director's
conduct was in good faith and the director reasonably believed that his conduct
was in the best interest of the corporation with respect to his conduct in his
official capacity with the corporation, and was at least not opposed to the
corporation's best interest in all other cases. In the case of any criminal
Proceeding, a corporation may indemnify a director against liability if the
director had no reasonable cause to believe his conduct was unlawful. The TBCA
specifically provides that a director's conduct with respect to an employee
benefit plan for a purpose the director reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is conduct which
satisfies the requirement that the director's conduct was at least not opposed
to the corporation's best interest. The termination of a Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did not meet the
standard of conduct described in this paragraph.

     A Tennessee corporation may not indemnify a director in connection with a
Proceeding by or in the right of the corporation in which the director was
judged liable or in connection with a Proceeding charging improper personal
benefit, whether or not in the director's official capacity, in which the
director was found to have, in fact, benefited improperly.

     Unless limited by its Charter, a Tennessee corporation must indemnify a
director who was wholly successful, on the merits or otherwise, in the defense
of any Proceeding to which the director was a party because the director is or
was a director of the corporation against reasonable expenses incurred by the
director in connection with the Proceeding.

     The TBCA allows a Tennessee corporation to pay for or reimburse the
reasonable expenses incurred by a director who is a party to a Proceeding in
advance of final disposition of the Proceeding if: (i) the director furnishes
the corporation with a written affirmation of the director's good faith belief
that he has met the standards of conduct discussed above; (ii) the director
furnishes the corporation with a written undertaking, executed personally or on
his behalf, to repay the advance if it is ultimately determined that that
director did not meet the appropriate standard of conduct; and (iii) a
determination is made that the facts then known to those making the
determination would not preclude indemnification under the TBCA. The


                                     II - 2
<PAGE>

undertaking which the director furnishes the corporation must be an unlimited
general obligation of the director, but it need not be secured and may be
accepted without reference to financial ability to make repayment.

     Unless a corporation's Charter provides otherwise, the TBCA allows a
director who is a party to a Proceeding to apply for indemnification to the
court conducting the Proceeding or to another court of competent jurisdiction.
On receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification if it determines that the
director is entitled to mandatory indemnification under the TBCA (in which case
the court shall also order the corporation to pay the director's reasonable
expenses to obtain court-ordered indemnification), or if it determines that the
director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director has met the standard of
conduct for permissive indemnification. If, however, the court determines that a
director who was adjudged liable to the corporation in a Proceeding by or in the
right of the corporation, or where the director received an improper personal
benefit, is nonetheless "entitled to indemnification in view of all the relevant
circumstances," such indemnification is limited to the director's reasonable
expenses incurred in connection with the Proceeding.

     A Tennessee corporation may not indemnify a director (or advance expenses)
under the TBCA unless authorized in the specific case following a determination
that the indemnification is permissible. The determination must be made (i) by
vote of a majority of a quorum of the board of directors not parties to the
Proceeding; (ii) if such a quorum cannot be obtained, by a majority vote of a
special committee designated by the board consisting solely of two or more
members of the board who are not parties to the Proceeding; (iii) by independent
legal counsel selected either by the majority of the nonparty quorum, by a
majority of the designated committee, or, if neither of the foregoing are
possible, by a majority of the full board; or (iv) by the shareholders, without
the vote of shares held by or under the control of directors who are parties to
the Proceeding. Authorization of indemnification and the determination of
reasonableness of expenses shall be determined in the same manner as the
permissibility of indemnification; provided, that if permissibility of
indemnification is determined by special legal counsel, the authorization of
indemnification and determination of reasonableness regarding expenses shall be
made by the body which selected the special legal counsel.

     An officer of a corporation, regardless of whether he is a director, is
entitled to indemnification and to the advance of expenses to the same extent as
a director. The corporation may voluntarily indemnify and advance expenses under
the TBCA to an officer, employee, or agent of the corporation to the extent,
consistent with public policy, that may be provided by its Charter, bylaws,
general or specific action of its Board of Directors, or by contract. The TBCA
also provides, however, that no such indemnification may be provided to any
director of the corporation if a judgment or other final adjudication
establishes such director's liability for: (i) breach of his duty of loyalty to
the corporation or its shareholders; (ii) acts or omissions not done in good
faith or which involve intentional misconduct or a knowing violation of law; or
(iii) participation in an unlawful distribution to one or more shareholders in
violation of the TBCA. The foregoing restrictions do not apply, however, to any
contractual or other indemnification


                                     II - 3
<PAGE>

provided (to the extent consistent with the charter) to officers, employees or
agents who are not directors of the corporation.

     The TBCA provides that a corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent of
the corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the corporation would otherwise have the
power to indemnify the individual against the same liability under the TBCA.

     Dixie and its directors and officers are insured under a Directors' and
Officers' Liability Insurance Policy. One or more of the directors or officers
of Dixie may be beneficiaries of insurance policies or agreements which provide
for indemnification of liabilities arising from their services as directors or
officers of Dixie and which are not provided by Dixie.

     Paragraph 8 of Part I of Dixie's Restated Charter (the "Dixie Charter")
allows indemnification to the fullest extent authorized by the TBCA, as the same
exists as of the date of adoption of the Dixie Charter or as later amended, of
Dixie's directors for liability to the corporation or its shareholders for money
damages for breach of fiduciary duty as a director; provided that, unless and to
the extent so provided by Tennessee law, the foregoing shall not eliminate
liability for any breach of the director's duty of loyalty to the corporation or
its shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or for unlawful
distributions.

     Article X of the Amended and Restated By-Laws of Dixie (the "Dixie
By-Laws") provides that Dixie shall indemnify its officers and directors to the
fullest extent now or hereafter permitted by Tennessee law against losses
incurred by any such person who is made or threatened to be made a party to any
proceeding by reason of fact that the person was or is a director or officer of
Dixie or any of its subsidiaries or is or was serving at the direction of Dixie
as an officer or director of any other entity. Article X of the Dixie By-Laws
also provides that the foregoing shall not preclude any other or additional
indemnification whether provided by law, insurance or contract. In addition,
Dixie shall provide, to the fullest extent allowed by Tennessee law, for the
advancement of expenses incurred by officers or directors.

Item 7. Exemption From Registration Claimed.

     Not Applicable.


                                     II - 4
<PAGE>

Item 8. Exhibits.

Exhibit
Number         Description of Exhibit
------         ----------------------

4.1            The Dixie Group, Inc. 2000 Stock Incentive Plan, as amended
               (attached as Appendix A to the Proxy Statement for the
               Registrant's Annual Meeting of Shareholders held May 2, 2002,
               previously filed with the Commission and incorporated herein by
               reference).

5.1            Opinion of Witt, Gaither & Whitaker, P.C., counsel to the
               Registrant.

23.1           Consent of Witt, Gaither & Whitaker, P.C.(included in Exhibit
               5.1).

23.2           Consent of Ernst & Young LLP

24             Powers of Attorney (included in Signatures page of this
               Registration Statement).

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;

          (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 in the
          registration statement. 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 a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective registration statement;


                                     II - 5
<PAGE>

          (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) of this section
     do not apply if the registration statement is on Form S-3 or 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 Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act of 1933, 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 of 1933, each filing of
     the registrant's annual report pursuant to section 13(a) or section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to section 15(d) of
     the Securities Exchange Act of 1934) 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
     of 1933 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 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 Act and will be governed by the final
     adjudication of such issue.


                                     II - 6
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Chattanooga, State of Tennessee on May 2, 2002.

                                      THE DIXIE GROUP, INC.


                                      By:    /s/ Daniel K. Frierson
                                          ------------------------------------
                                                 Daniel K. Frierson
                                          Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Daniel K. Frierson and Gary A. Harmon, and each of them, as
attorneys-in-fact, to sign in his name and behalf individually and in each
capacity designated below, and to file any amendments, including post-effective
amendments, to this Registration Statement.

Signature                      Title                                 Date
---------                      -----                                 ----

/s/ Daniel K. Frierson         Chairman, Director and                May 2, 2002
---------------------------    Chief Executive Officer
Daniel K. Frierson


/s/ Paul K. Frierson           Director, Corporate Vice President,   May 2, 2002
---------------------------    and President of Candlewick Yarns
Paul K. Frierson


/s/ Gary A. Harmon             Vice President and                    May 2, 2002
---------------------------    Chief Financial Officer
Gary A. Harmon


/s/ D. Eugene Lasater          Controller                            May 2, 2002
---------------------------
D. Eugene Lasater


/s/ J. Don Brock               Director                              May 2, 2002
---------------------------
J. Don Brock


/s/ Lovic A. Brooks, Jr.       Director                              May 2, 2002
---------------------------
Lovic A. Brooks, Jr.


/s/ John W. Murrey, III        Director                              May 2, 2002
---------------------------
John W. Murrey, III


/s/ Peter L. Smith             Director                              May 2, 2002
---------------------------
Peter L. Smith


/s/ Robert J. Sudderth, Jr.    Director                              May 2, 2002
---------------------------
Robert J. Sudderth, Jr.


                                     II - 7
[{"type": "S-8", "sequence": "1", "filename": "d50538_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25981}]
{"company-data": {"conformed-name": "DIXIE GROUP INC", "cik": "0000029332", "assigned-sic": "2273", "irs-number": "620183370", "state-of-incorporation": "TN", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87534", "film-number": "02633575"}, "business-address": {"street1": "P O BOX 12542", "city": "CALHOUN", "state": "GA", "zip": "307037010", "phone": "7066257980"}, "mail-address": {"street1": "P O BOX 12542", "city": "CALHOUN", "state": "GA", "zip": "307037010"}, "former-company": [{"former-conformed-name": "DIXIE YARNS INC", "date-changed": "19920703"}, {"former-conformed-name": "DIXIE MERCERIZING CO", "date-changed": "19670524"}]}
As filed with the Securities and Exchange Commission on May 3, 2002
                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                              The Dixie Group, Inc.
             (Exact name of Registrant as specified in its charter)

          TENNESSEE                                             62-0183370
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                345-B Nowlin Lane
                          Chattanooga, Tennessee 37421
                                 (423) 510-7010
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                   The Dixie Group, Inc. Stock Incentive Plan
                            (Full title of the Plan)

                                 Gary A. Harmon
                             Chief Financial Officer
                              The Dixie Group, Inc.
                           185 South Industrial Blvd.
                             Calhoun, Georgia 30701
                                 (706) 625-7990
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  With Copy to:

                             Steven R. Barrett, Esq.
                         Witt, Gaither & Whitaker, P.C.
                           1100 SunTrust Bank Building
                          Chattanooga, Tennessee 37402
                                 (423) 265-8881

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                        Proposed           Proposed
                                                         maximum           maximum
   Title of each class of            Amount to        offering price       aggregate           Amount of
 securities to be registered      be registered(1)      per unit(2)      offering price    registration fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $3.00 par value       436,500 shs.          $6.72             $2,933,280          $269.86
===========================================================================================================
(1)  This figure represents the aggregate number of shares of Common Stock being
     registered hereby for issuance pursuant to the Stock Incentive Plan (the
     "Plan") of The Dixie Group, Inc. There are also registered an undetermined
     number of additional shares of Common Stock that may become issuable under
     the Plan in the event of certain changes in the outstanding shares of
     Common Stock or in the capital structure of the Company, including any
     stock dividend, stock split, recapitalization or similar transaction.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Securities Act Rules 457(c) and 457(h), based on the
     average of the high and low prices reported for the Common Stock on the
     Nasdaq National Market on April 30, 2002.

================================================================================
PART I

Item 1. Plan Information.*

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

----------

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.
PART II

Item 3. Incorporation of Documents by Reference.

     The following documents filed by The Dixie Group, Inc. (Commission File No.
0-2585) with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

(1)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 29, 2001; and

(2)  the description of the Registrant's common stock set forth in the Company's
     registration statement filed pursuant to Section 12 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or
     report filed for the purpose of updating any such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or deregistering 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 of 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 or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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.

     Certain legal matters in connection with the shares of Common Stock being
registered hereby have been passed upon for the Company by Witt, Gaither and
Whitaker, P.C., 1100 SunTrust Bank Building, 736 Market Street, Chattanooga,
Tennessee, 37402. Certain attorneys who are shareholders and/or employees of
Witt, Gaither and Whitaker, P.C. may be deemed to beneficially own (directly or
indirectly) an aggregate of $20,000 of the Company's Convertible Subordinated
Debentures (convertible into Common Stock at an effective conversion price of
$32.20 per share, subject to adjustment under certain circumstances) and 19,934
shares of the Company's Common Stock. Such number of shares includes beneficial
ownership reported by

                                     II - 1
John W. Murrey, III, of counsel to Witt, Gaither and Whitaker, P.C. and a
director of the Company, as follows: 10,434 shares of Common Stock (including a
total of 8,234 Performance Units awarded under Dixie's Directors Stock Plan
(each representing one share of Common Stock payable upon retirement from the
Board)) plus presently exercisable options to acquire an additional 7,500 shares
of Common Stock.

Item 6. Indemnification of Directors and Officers.

     The Tennessee Business Corporation Act (the "TBCA") governs permissive and
mandatory indemnification of officers and directors of Tennessee corporations
who are made parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal (collectively, a "Proceeding") by reason of their service to
the corporation in such capacity. In general, a Tennessee corporation may
indemnify a director of the corporation against liability if the director's
conduct was in good faith and the director reasonably believed that his conduct
was in the best interest of the corporation with respect to his conduct in his
official capacity with the corporation, and was at least not opposed to the
corporation's best interest in all other cases. In the case of any criminal
Proceeding, a corporation may indemnify a director against liability if the
director had no reasonable cause to believe his conduct was unlawful. The TBCA
specifically provides that a director's conduct with respect to an employee
benefit plan for a purpose the director reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is conduct which
satisfies the requirement that the director's conduct was at least not opposed
to the corporation's best interest. The termination of a Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did not meet the
standard of conduct described in this paragraph.

     A Tennessee corporation may not indemnify a director in connection with a
Proceeding by or in the right of the corporation in which the director was
judged liable or in connection with a Proceeding charging improper personal
benefit, whether or not in the director's official capacity, in which the
director was found to have, in fact, benefited improperly.

     Unless limited by its Charter, a Tennessee corporation must indemnify a
director who was wholly successful, on the merits or otherwise, in the defense
of any Proceeding to which the director was a party because the director is or
was a director of the corporation against reasonable expenses incurred by the
director in connection with the Proceeding.

     The TBCA allows a Tennessee corporation to pay for or reimburse the
reasonable expenses incurred by a director who is a party to a Proceeding in
advance of final disposition of the Proceeding if: (i) the director furnishes
the corporation with a written affirmation of the director's good faith belief
that he has met the standards of conduct discussed above; (ii) the director
furnishes the corporation with a written undertaking, executed personally or on
his behalf, to repay the advance if it is ultimately determined that that
director did not meet the appropriate standard of conduct; and (iii) a
determination is made that the facts then known to those making the
determination would not preclude indemnification under the TBCA. The

                                     II - 2
undertaking which the director furnishes the corporation must be an unlimited
general obligation of the director, but it need not be secured and may be
accepted without reference to financial ability to make repayment.

     Unless a corporation's Charter provides otherwise, the TBCA allows a
director who is a party to a Proceeding to apply for indemnification to the
court conducting the Proceeding or to another court of competent jurisdiction.
On receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification if it determines that the
director is entitled to mandatory indemnification under the TBCA (in which case
the court shall also order the corporation to pay the director's reasonable
expenses to obtain court-ordered indemnification), or if it determines that the
director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director has met the standard of
conduct for permissive indemnification. If, however, the court determines that a
director who was adjudged liable to the corporation in a Proceeding by or in the
right of the corporation, or where the director received an improper personal
benefit, is nonetheless "entitled to indemnification in view of all the relevant
circumstances," such indemnification is limited to the director's reasonable
expenses incurred in connection with the Proceeding.

     A Tennessee corporation may not indemnify a director (or advance expenses)
under the TBCA unless authorized in the specific case following a determination
that the indemnification is permissible. The determination must be made (i) by
vote of a majority of a quorum of the board of directors not parties to the
Proceeding; (ii) if such a quorum cannot be obtained, by a majority vote of a
special committee designated by the board consisting solely of two or more
members of the board who are not parties to the Proceeding; (iii) by independent
legal counsel selected either by the majority of the nonparty quorum, by a
majority of the designated committee, or, if neither of the foregoing are
possible, by a majority of the full board; or (iv) by the shareholders, without
the vote of shares held by or under the control of directors who are parties to
the Proceeding. Authorization of indemnification and the determination of
reasonableness of expenses shall be determined in the same manner as the
permissibility of indemnification; provided, that if permissibility of
indemnification is determined by special legal counsel, the authorization of
indemnification and determination of reasonableness regarding expenses shall be
made by the body which selected the special legal counsel.

     An officer of a corporation, regardless of whether he is a director, is
entitled to indemnification and to the advance of expenses to the same extent as
a director. The corporation may voluntarily indemnify and advance expenses under
the TBCA to an officer, employee, or agent of the corporation to the extent,
consistent with public policy, that may be provided by its Charter, bylaws,
general or specific action of its Board of Directors, or by contract. The TBCA
also provides, however, that no such indemnification may be provided to any
director of the corporation if a judgment or other final adjudication
establishes such director's liability for: (i) breach of his duty of loyalty to
the corporation or its shareholders; (ii) acts or omissions not done in good
faith or which involve intentional misconduct or a knowing violation of law; or
(iii) participation in an unlawful distribution to one or more shareholders in
violation of the TBCA. The foregoing restrictions do not apply, however, to any
contractual or other indemnification

                                     II - 3
provided (to the extent consistent with the charter) to officers, employees or
agents who are not directors of the corporation.

     The TBCA provides that a corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent of
the corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the corporation would otherwise have the
power to indemnify the individual against the same liability under the TBCA.

     Dixie and its directors and officers are insured under a Directors' and
Officers' Liability Insurance Policy. One or more of the directors or officers
of Dixie may be beneficiaries of insurance policies or agreements which provide
for indemnification of liabilities arising from their services as directors or
officers of Dixie and which are not provided by Dixie.

     Paragraph 8 of Part I of Dixie's Restated Charter (the "Dixie Charter")
allows indemnification to the fullest extent authorized by the TBCA, as the same
exists as of the date of adoption of the Dixie Charter or as later amended, of
Dixie's directors for liability to the corporation or its shareholders for money
damages for breach of fiduciary duty as a director; provided that, unless and to
the extent so provided by Tennessee law, the foregoing shall not eliminate
liability for any breach of the director's duty of loyalty to the corporation or
its shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or for unlawful
distributions.

     Article X of the Amended and Restated By-Laws of Dixie (the "Dixie
By-Laws") provides that Dixie shall indemnify its officers and directors to the
fullest extent now or hereafter permitted by Tennessee law against losses
incurred by any such person who is made or threatened to be made a party to any
proceeding by reason of fact that the person was or is a director or officer of
Dixie or any of its subsidiaries or is or was serving at the direction of Dixie
as an officer or director of any other entity. Article X of the Dixie By-Laws
also provides that the foregoing shall not preclude any other or additional
indemnification whether provided by law, insurance or contract. In addition,
Dixie shall provide, to the fullest extent allowed by Tennessee law, for the
advancement of expenses incurred by officers or directors.

Item 7. Exemption From Registration Claimed.

     Not Applicable.

                                     II - 4
Item 8. Exhibits.

Exhibit
Number         Description of Exhibit
------         ----------------------

4.1            The Dixie Group, Inc. 2000 Stock Incentive Plan, as amended
               (attached as Appendix A to the Proxy Statement for the
               Registrant's Annual Meeting of Shareholders held May 2, 2002,
               previously filed with the Commission and incorporated herein by
               reference).

5.1            Opinion of Witt, Gaither & Whitaker, P.C., counsel to the
               Registrant.

23.1           Consent of Witt, Gaither & Whitaker, P.C.(included in Exhibit
               5.1).

23.2           Consent of Ernst & Young LLP

24             Powers of Attorney (included in Signatures page of this
               Registration Statement).

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;

          (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 in the
          registration statement. 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 a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective registration statement;

                                     II - 5
(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) of this section
     do not apply if the registration statement is on Form S-3 or 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 Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act of 1933, 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 of 1933, each filing of
     the registrant's annual report pursuant to section 13(a) or section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to section 15(d) of
     the Securities Exchange Act of 1934) 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
     of 1933 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 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 Act and will be governed by the final
     adjudication of such issue.

                                     II - 6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Chattanooga, State of Tennessee on May 2, 2002.

                                      THE DIXIE GROUP, INC.

                                      By:    /s/ Daniel K. Frierson
                                          ------------------------------------
                                                 Daniel K. Frierson
                                          Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Daniel K. Frierson and Gary A. Harmon, and each of them, as
attorneys-in-fact, to sign in his name and behalf individually and in each
capacity designated below, and to file any amendments, including post-effective
amendments, to this Registration Statement.

Signature                      Title                                 Date
---------                      -----                                 ----

/s/ Daniel K. Frierson         Chairman, Director and                May 2, 2002
---------------------------    Chief Executive Officer
Daniel K. Frierson

/s/ Paul K. Frierson           Director, Corporate Vice President,   May 2, 2002
---------------------------    and President of Candlewick Yarns
Paul K. Frierson

/s/ Gary A. Harmon             Vice President and                    May 2, 2002
---------------------------    Chief Financial Officer
Gary A. Harmon

/s/ D. Eugene Lasater          Controller                            May 2, 2002
---------------------------
D. Eugene Lasater

/s/ J. Don Brock               Director                              May 2, 2002
---------------------------
J. Don Brock

/s/ Lovic A. Brooks, Jr.       Director                              May 2, 2002
---------------------------
Lovic A. Brooks, Jr.

/s/ John W. Murrey, III        Director                              May 2, 2002
---------------------------
John W. Murrey, III

/s/ Peter L. Smith             Director                              May 2, 2002
---------------------------
Peter L. Smith

/s/ Robert J. Sudderth, Jr.    Director                              May 2, 2002
---------------------------
Robert J. Sudderth, Jr.

                                     II - 7