As  filed  with  the  Securities  and  Exchange  Commission  on  June  21,  1999
                             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.)


                            1100 South Watkins Street
                          Chattanooga, Tennessee 37404
                                 (423) 698-2501
(Address,  including zip code,  and telephone  number,  including  area code, of
Registrant's principal executive offices)


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

                                 Glenn A. Berry
                             Chief Financial Officer
                              The Dixie Group, Inc.
                            1100 South Watkins Street
                          Chattanooga, Tennessee 37404
                                 (423) 698-2501
(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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================


                                                                                                Proposed
       Title of each class of                             Amount to           Proposed           maximum               Amount of
     securities to be registered                       be registered(1)        maximum          aggregate          registration fee
                                                                           offering price     offering price
                                                                             per unit(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                     <C>              <C>                   <C>
Common Stock, $3.00 par value                          1,500,000 shs.          $8.375           $12,562,500           $3,492.38
====================================================================================================================================
</TABLE>

(1)  This figure represents the aggregate number of shares of Common Stock being
     registered  hereby for issuance  pursuant to the Incentive  Stock Plan (the
     "Plan") of The Dixie Group,  Inc. There are also registered an undetermined
     number of additional  shares of Common Stock that may become  available for
     issuance  in  accordance  with the  provisions  of the Plan in the event of
     certain changes in the outstanding shares of Common Stock or in the capital
     structure of the Company, including a stock dividend or stock split.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Securities Act Rule 457(c) and based on the average of the
     high and low prices  reported  for the Common Stock on June 15, 1999 on the
     National Market System of the Nasdaq Stock Market.

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


                                EXPLANATORY NOTE

     In accordance with the provisions of General Instruction E of Form S-8, the
Registrant  hereby  incorporates  by reference the contents of the  Registrant's
earlier Registration Statement on Form S-8 (Commission File No. 33-42615).


<PAGE>


                                     PART II


Item 8.  Exhibits.

Exhibit
Number    Description of Exhibit


4.1       The Dixie Group,  Inc. 1990 Incentive Stock Plan, as amended (attached
          as  Appendix  A to the Proxy  Statement  for the  Registrant's  Annual
          Meeting of Shareholders held April 30, 1998, 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).


                                      II-1
<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 31, 1999.

                                            THE DIXIE GROUP, INC.

                                            /s/ Daniel K. Frierson
                                            By: ________________________________
                                                     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,  William N. Fry, IV, and Glenn A. Berry,
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.

<TABLE>
<CAPTION>

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

<S>                                         <C>                                         <C>
/s/ Daniel K. Frierson                      Chairman, Director and                      May 31, 1999
------------------------------              Chief Executive Officer
Daniel K. Frierson

/s/ William N. Fry, IV                      Director, President and                     May 31, 1999
------------------------------              Chief Operating Officer
William N. Fry, IV

/s/ Glenn A. Berry                          Executive Vice President and                May 31, 1999
------------------------------              Chief Financial Officer
Glenn A. Berry

/s/ Paul K. Frierson                        Director, Corporate Vice President,         May 31, 1999
------------------------------              and President of Candlewick Yarns
Paul K. Frierson

/s/ D. Eugene Lasater                       Controller                                  May 31, 1999
------------------------------
D. Eugene Lasater

/s/ J. Don Brock                            Director                                    May 31, 1999
------------------------------
J. Don Brock

/s/ Paul K. Brock                           Director                                    May 31, 1999
------------------------------
Paul K. Brock

/s/ Lovic A. Brooks, Jr.                    Director                                    May 31, 1999
------------------------------
Lovic A. Brooks, Jr.

/s/ John W. Murrey, III                     Director                                    May 31, 1999
------------------------------
John W. Murrey, III

/s/ Peter L. Smith                          Director                                    May 31, 1999
------------------------------
Peter L. Smith

/s/ Robert J. Sudderth, Jr.                 Director                                    May 31, 1999
------------------------------
Robert J. Sudderth, Jr.
</TABLE>


                                      II-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8970}]
{"company-data": {"conformed-name": "DIXIE GROUP INC", "cik": "0000029332", "assigned-sic": "2273", "irs-number": "620183370", "state-of-incorporation": "TN", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81163", "film-number": "99649418"}, "business-address": {"street1": "1100 S WATKINS ST", "city": "CHATTANOOGA", "state": "TN", "zip": "37404", "phone": "6156982501"}, "mail-address": {"street1": "P O BOX 751", "city": "CHATTANOOGA", "state": "TN", "zip": "37401"}, "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  June  21,  1999
                             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.)

                            1100 South Watkins Street
                          Chattanooga, Tennessee 37404
                                 (423) 698-2501
(Address,  including zip code,  and telephone  number,  including  area code, of
Registrant's principal executive offices)

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

                                 Glenn A. Berry
                             Chief Financial Officer
                              The Dixie Group, Inc.
                            1100 South Watkins Street
                          Chattanooga, Tennessee 37404
                                 (423) 698-2501
(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
       Title of each class of                             Amount to           Proposed           maximum               Amount of
     securities to be registered                       be registered(1)        maximum          aggregate          registration fee
                                                                           offering price     offering price
                                                                             per unit(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $3.00 par value                          1,500,000 shs.          $8.375           $12,562,500           $3,492.38
====================================================================================================================================
(1)  This figure represents the aggregate number of shares of Common Stock being
     registered  hereby for issuance  pursuant to the Incentive  Stock Plan (the
     "Plan") of The Dixie Group,  Inc. There are also registered an undetermined
     number of additional  shares of Common Stock that may become  available for
     issuance  in  accordance  with the  provisions  of the Plan in the event of
     certain changes in the outstanding shares of Common Stock or in the capital
     structure of the Company, including a stock dividend or stock split.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Securities Act Rule 457(c) and based on the average of the
     high and low prices  reported  for the Common Stock on June 15, 1999 on the
     National Market System of the Nasdaq Stock Market.

================================================================================
EXPLANATORY NOTE

     In accordance with the provisions of General Instruction E of Form S-8, the
Registrant  hereby  incorporates  by reference the contents of the  Registrant's
earlier Registration Statement on Form S-8 (Commission File No. 33-42615).
PART II

Item 8.  Exhibits.

Exhibit
Number    Description of Exhibit

4.1       The Dixie Group,  Inc. 1990 Incentive Stock Plan, as amended (attached
          as  Appendix  A to the Proxy  Statement  for the  Registrant's  Annual
          Meeting of Shareholders held April 30, 1998, 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).

                                      II-1
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 31, 1999.

                                            THE DIXIE GROUP, INC.

                                            /s/ Daniel K. Frierson
                                            By: ________________________________
                                                     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,  William N. Fry, IV, and Glenn A. Berry,
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 31, 1999
------------------------------              Chief Executive Officer
Daniel K. Frierson

/s/ William N. Fry, IV                      Director, President and                     May 31, 1999
------------------------------              Chief Operating Officer
William N. Fry, IV

/s/ Glenn A. Berry                          Executive Vice President and                May 31, 1999
------------------------------              Chief Financial Officer
Glenn A. Berry

/s/ Paul K. Frierson                        Director, Corporate Vice President,         May 31, 1999
------------------------------              and President of Candlewick Yarns
Paul K. Frierson

/s/ D. Eugene Lasater                       Controller                                  May 31, 1999
------------------------------
D. Eugene Lasater

/s/ J. Don Brock                            Director                                    May 31, 1999
------------------------------
J. Don Brock

/s/ Paul K. Brock                           Director                                    May 31, 1999
------------------------------
Paul K. Brock

/s/ Lovic A. Brooks, Jr.                    Director                                    May 31, 1999
------------------------------
Lovic A. Brooks, Jr.

/s/ John W. Murrey, III                     Director                                    May 31, 1999
------------------------------
John W. Murrey, III

/s/ Peter L. Smith                          Director                                    May 31, 1999
------------------------------
Peter L. Smith

/s/ Robert J. Sudderth, Jr.                 Director                                    May 31, 1999
------------------------------
Robert J. Sudderth, Jr.
II-2