As filed with the Securities and Exchange Commission on June 17, 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.
                    Core Leadership Team Stock Ownership 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
<TABLE>
<CAPTION>
===========================================================================================================
                                                      Proposed            Proposed
  Title of each class of            Amount to          maximum             maximum           Amount of
securities to be registered      be registered(1)   offering price        aggregate        registration fee
                                                     per unit(2)        offering price
-----------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>               <C>                    <C>
Common Stock, $3.00 par value     200,000 shs.         $8.375            $1,675,000             $465.65
===========================================================================================================
</TABLE>

(1)  This figure represents the aggregate number of shares of Common Stock being
     registered  hereby for issuance  pursuant to the Core Leadership Team Stock
     Ownership  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>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or given to  participating  officers and  employees as specified by Rule
428(b)(1)  of the  Securities  Act of  1933.  The  documents  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part  II  below,  taken  together,   constitute  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this Registration  Statement,
and specifically made a part hereof, the following documents heretofore filed by
The Dixie Group,  Inc.  (Commission  File No.  0-2585) with the  Securities  and
Exchange Commission pursuant to the Securities Exchange Act of 1934:

(1)  Dixie's  Annual Report on Form 10-K for the fiscal year ended  December 26,
     1998;

(2)  Dixie's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended March
     27, 1999; and

(3)  The  description  of the Company'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 Company 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.


                                      II-1

<PAGE>


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 $24,000 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 17,165
shares of the Company's Common Stock. Such number of shares includes  beneficial
ownership reported by John W. Murrey,  III, a senior member of Witt, Gaither and
Whitaker, P.C. and a director of the Company, as follows: 5,665 shares of Common
Stock  (including  a total of 3,465  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. Additionally, Raymond B. Witt, Jr., who
is currently Of Counsel to Witt, Gaither and Whitaker,  P.C. and is not involved
in the firm's  representation  of the Company,  has reported  direct or indirect
beneficial  ownership of an aggregate of 50,000 shares of the  Company's  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.


                                      II-2

<PAGE>


     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 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


                                      II-3
<PAGE>


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 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.


                                      II-4

<PAGE>


     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.

Item 8.  Exhibits.

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

4.1       The Dixie Group, Inc. Core Leadership Team Stock Subscription Plan.

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.

I.  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 set forth
          in the Registration Statement; and

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


                                      II-5
<PAGE>


provided,  however, that the Registrant need not file a post-effective amendment
to include the  information  required to be included by  subsection  (i) or (ii)
above  if such  information  is  contained  in  periodic  reports  filed  by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934, which are incorporated by reference in the Registration  Statement;
and

     (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; and

     (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.

II.  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  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.

III. 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  provisions  described  under  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-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 June 17, 1999.

                                    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,  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                      June 17, 1999
-------------------------------
Daniel K. Frierson                          Chief Executive Officer

   /s/ William N. Fry, IV                   Director, President and                     June 17, 1999
-------------------------------             Chief Operating Officer
William N. Fry, IV

   /s/ Glenn A. Berry                       Executive Vice President and                June 17, 1999
-------------------------------             Chief Financial Officer
Glenn A. Berry

   /s/ Paul K. Frierson                     Director, Corporate Vice President,
-------------------------------             and President of Candlewick Yarns           June 17, 1999
Paul K. Frierson

   /s/ D. Eugene Lasater                    Controller                                  June 17, 1999
-------------------------------
D. Eugene Lasater

                                            Director                                    June __, 1999
-------------------------------
J. Don Brock

   /s/ Paul K. Brock                        Director                                    June 17, 1999
-------------------------------
Paul K. Brock

   /s/ Lovic A. Brooks, Jr.                 Director                                    June 17, 1999
-------------------------------
Lovic A. Brooks, Jr.

   /s/ John W. Murrey, III                  Director                                    June 17, 1999
-------------------------------
John W. Murrey, III

   /s/ Peter L. Smith                       Director                                    June 17, 1999
-------------------------------
Peter L. Smith

   /s/ Robert J. Sudderth, Jr.              Director                                    June 17, 1999
-------------------------------
Robert J. Sudderth, Jr.
</TABLE>


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26681}]
{"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": "333-80971", "film-number": "99648294"}, "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 17, 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.
                    Core Leadership Team Stock Ownership 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            Proposed
  Title of each class of            Amount to          maximum             maximum           Amount of
securities to be registered      be registered(1)   offering price        aggregate        registration fee
                                                     per unit(2)        offering price
-----------------------------------------------------------------------------------------------------------
Common Stock, $3.00 par value     200,000 shs.         $8.375            $1,675,000             $465.65
===========================================================================================================
(1)  This figure represents the aggregate number of shares of Common Stock being
     registered  hereby for issuance  pursuant to the Core Leadership Team Stock
     Ownership  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.

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

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or given to  participating  officers and  employees as specified by Rule
428(b)(1)  of the  Securities  Act of  1933.  The  documents  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part  II  below,  taken  together,   constitute  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this Registration  Statement,
and specifically made a part hereof, the following documents heretofore filed by
The Dixie Group,  Inc.  (Commission  File No.  0-2585) with the  Securities  and
Exchange Commission pursuant to the Securities Exchange Act of 1934:

(1)  Dixie's  Annual Report on Form 10-K for the fiscal year ended  December 26,
     1998;

(2)  Dixie's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended March
     27, 1999; and

(3)  The  description  of the Company'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 Company 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.

                                      II-1
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 $24,000 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 17,165
shares of the Company's Common Stock. Such number of shares includes  beneficial
ownership reported by John W. Murrey,  III, a senior member of Witt, Gaither and
Whitaker, P.C. and a director of the Company, as follows: 5,665 shares of Common
Stock  (including  a total of 3,465  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. Additionally, Raymond B. Witt, Jr., who
is currently Of Counsel to Witt, Gaither and Whitaker,  P.C. and is not involved
in the firm's  representation  of the Company,  has reported  direct or indirect
beneficial  ownership of an aggregate of 50,000 shares of the  Company's  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.

                                      II-2
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 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

                                      II-3
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 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.

                                      II-4
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.

Item 8.  Exhibits.

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

4.1       The Dixie Group, Inc. Core Leadership Team Stock Subscription Plan.

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.

I.  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 set forth
          in the Registration Statement; and

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

                                      II-5
provided,  however, that the Registrant need not file a post-effective amendment
to include the  information  required to be included by  subsection  (i) or (ii)
above  if such  information  is  contained  in  periodic  reports  filed  by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934, which are incorporated by reference in the Registration  Statement;
and

     (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; and

     (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.

II.  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  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.

III. 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  provisions  described  under  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-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 June 17, 1999.

                                    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,  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                      June 17, 1999
-------------------------------
Daniel K. Frierson                          Chief Executive Officer

   /s/ William N. Fry, IV                   Director, President and                     June 17, 1999
-------------------------------             Chief Operating Officer
William N. Fry, IV

   /s/ Glenn A. Berry                       Executive Vice President and                June 17, 1999
-------------------------------             Chief Financial Officer
Glenn A. Berry

   /s/ Paul K. Frierson                     Director, Corporate Vice President,
-------------------------------             and President of Candlewick Yarns           June 17, 1999
Paul K. Frierson

   /s/ D. Eugene Lasater                    Controller                                  June 17, 1999
-------------------------------
D. Eugene Lasater

                                            Director                                    June __, 1999
-------------------------------
J. Don Brock

   /s/ Paul K. Brock                        Director                                    June 17, 1999
-------------------------------
Paul K. Brock

   /s/ Lovic A. Brooks, Jr.                 Director                                    June 17, 1999
-------------------------------
Lovic A. Brooks, Jr.

   /s/ John W. Murrey, III                  Director                                    June 17, 1999
-------------------------------
John W. Murrey, III

   /s/ Peter L. Smith                       Director                                    June 17, 1999
-------------------------------
Peter L. Smith

   /s/ Robert J. Sudderth, Jr.              Director                                    June 17, 1999
-------------------------------
Robert J. Sudderth, Jr.
II-7