Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              MARTIN COLOR-FI, INC.
             (Exact name of registrant as specified in its charter)


            South Carolina                              57-0879569
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                  Identification No.)


                306 Main Street, Edgefield, South Carolina 29824
              (Address of principal executive offices and zip code)


                              MARTIN COLOR-FI, INC.
                           1993 INCENTIVE STOCK OPTION
                       AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of Plan)


           Gregory W. Anderson, Esquire                    Copies to:
            Corporate Counsel                     George S. King, Jr., Esquire
          Martin Color-Fi, Inc.                  Suzanne Hulst Clawson, Esquire
             306 Main Street                          Sinkler & Boyd, P.A.
     Edgefield, South Carolina 29824              1426 Main Street, Suite 1200
 (Name and address of agent for service)         Columbia, South Carolina 29201

            (803) 637-7000                               (803) 779-3080
(Telephone number, including area code,
 of agent for service)


<TABLE>
<CAPTION>

                                          Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered            registered(1)          price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
     Common Stock,
<S>                           <C>                         <C>                     <C>                         <C>       
     no par value             300,000 shares              $7.25                   $2,175,000.00               $750.00   
--------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  based on the
    average of the high and low per  share  prices  reported  by the  NASDAQ  on
    October 24, 1996.
                                                       Exhibit Index on page 6


<PAGE>



                                     PART I

Information Required in the Section 10(a) Prospectus

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to employees of the Registrant eligible to participate
in the 1994 Stock Option Plan as required by Rule  428(b)(1)  promulgated  under
the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995 (File No. 0-17565).

         (b)      The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarters ended March 31, 1996 and June 30, 1996.

         (c)      The description of the Registrant's  common stock contained in
                  the  Registrant's  Form 8-A,  declared  effective on April 28,
                  1993,  including any amendment or report filed for the purpose
                  of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all 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.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under  the  South  Carolina  Business  Corporation  Act  of  1988  (the
"Corporation  Act"),  a  corporation  has the power to indemnify  directors  and
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate  interest (or not opposed  thereto) set forth in
the Corporation  Act. The Corporation Act also empowers a corporation to provide
insurance  for  directors and officers  against  liability  arising out of their
positions  even though the  insurance  coverage is broader than the power of the
corporation  to indemnify.  Under the  Corporation  Act,  unless  limited by its
articles of  incorporation,  a corporation  must indemnify a director or officer
who is wholly  successful,  on the merits or  otherwise,  in the  defense of any
proceeding  to which he was a party  because he is or was a director  or officer
against  reasonable  expenses incurred by him in connection with the proceeding.
The  Registrant's  Articles  of  Incorporation  do not  provide  otherwise.  The
provisions of the Corporation Act which deal with  indemnification  are codified
at Sections 33-8-500 through -580 of the Code of Laws of South Carolina 1976, as
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

                                        2

<PAGE>


          4.1     Martin  Color-Fi, Inc. 1993  Incentive Stock Option  and Stock
                  Appreciation Rights Plan.
 
          4.2     Restated   Articles  of   Incorporation   of  the   Registrant
                  (incorporated  by reference to Exhibit 3.1 of the Registrant's
                  Registration  Statement  on Form S-1 filed  March 4, 1993,  as
                  amended,  Registration  No.  33-59124  (the "S-1  Registration
                  Statement")).

          4.3     First Amendment to Restated  Articles of  Incorporation of the
                  Registrant  (incorporated  by  reference to Exhibit 3.2 of the
                  S-1 Registration Statement).

          4.4     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.3 of the S-1 Registration Statement).

          4.5     First   Amendment  to  Amended  and  Restated  Bylaws  of  the
                  Registrant  (incorporated  by  reference to Exhibit 4.5 to the
                  Registrant's  Form 10-Q for the quarter  ended June 30, 1994).

           5      Opinion of Sinkler & Boyd, P.A.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).

         24       Power of Attorney

Item 9.  Undertakings.

         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.
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;

         (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  (1)(i)  and  (1)(ii)  of  this
undertaking  do not apply if the  registration  statement is on Form S-3, 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.

         (4)  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.


                                        3

<PAGE>



         (5)  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.

                                   SIGNATURES

The Registrant

         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  Edgefield,  State of South  Carolina on October 18,
1996.


                              MARTIN COLOR-FI, INC.


                              By: s/James F. Martin
                                   James F. Martin
                                   Chairman and Chief Executive Officer




         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on October 18, 1996.



                              By: s/Bret J. Harris
                                    Bret J. Harris
                                    Chief Financial Officer
                                    (Principal Accounting and Financial Officer)

                                        4

<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 18, 1996.



c/James F. Martin                Chairman of the Board and Chief Executive
James F. Martin                  Officer


s/Henry M. Poston                President, Chief Operating Officer and Director
Henry M. Poston


                                 President, Carpet Division and Director
Russell T. Lyon


s/Gregory W. Anderson            Corporate Counsel and Director
Gregory W. Anderson


                                 Director
W. Fred Davis, Jr.


                                 Director
James C. Hite


                                 Director
Jack J. Jackson


s/George L. Rainsford            Director
George L. Rainsford


s/Bettis C. Rainsford            Director
Bettis C. Rainsford



                                        5

<PAGE>




                                  EXHIBIT INDEX

EXHIBIT                                                                    

4.1      Martin Color-Fi, Inc. 1993 Incentive Stock Option and Stock
         Appreciation Rights Plan.

4.2      Restated   Articles  of   Incorporation   of  the  Registrant
         (incorporated by reference to Exhibit 3.1 of the Registrant's
         Registration  Statement  on Form S-1 filed March 4, 1993,  as
         amended,  Registration  No.  33-59124 (the "S-1  Registration
         Statement")).

4.3      First Amendment to Restated  Articles of Incorporation of the
         Registrant  (incorporated  by reference to Exhibit 3.2 of the
         S-1 Registration Statement).

4.4      Amended and Restated  Bylaws of the Registrant  (incorporated
         by  reference   to  Exhibit  3.3  of  the  S-1   Registration
         Statement).

4.5      First  Amendment  to  Amended  and  Restated  Bylaws  of  the
         Registrant  (incorporated  by reference to Exhibit 4.5 to the
         Registrant's Form 10-Q for the quarter ended June 30, 1994).

5        Opinion of Sinkler & Boyd, P.A.

23.1     Consent of Ernst & Young LLP

23.2     Consent of Sinkler & Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney



                                        6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15906}]
{"company-data": {"conformed-name": "MARTIN COLOR-FI INC", "cik": "0000898311", "assigned-sic": "2820", "irs-number": "570879569", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15019", "film-number": "96649439"}, "business-address": {"street1": "306 MAIN STREET PO BOX 469", "city": "EDGEFIELD", "state": "SC", "zip": "29824", "phone": "8036377000"}, "mail-address": {"street1": "P O BOX 469", "city": "EDGEFIELD", "state": "SC", "zip": "29824"}}
Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              MARTIN COLOR-FI, INC.
             (Exact name of registrant as specified in its charter)

            South Carolina                              57-0879569
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                  Identification No.)

                306 Main Street, Edgefield, South Carolina 29824
              (Address of principal executive offices and zip code)

                              MARTIN COLOR-FI, INC.
                           1993 INCENTIVE STOCK OPTION
                       AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of Plan)

           Gregory W. Anderson, Esquire                    Copies to:
            Corporate Counsel                     George S. King, Jr., Esquire
          Martin Color-Fi, Inc.                  Suzanne Hulst Clawson, Esquire
             306 Main Street                          Sinkler & Boyd, P.A.
     Edgefield, South Carolina 29824              1426 Main Street, Suite 1200
 (Name and address of agent for service)         Columbia, South Carolina 29201

            (803) 637-7000                               (803) 779-3080
(Telephone number, including area code,
 of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered            registered(1)          price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
     Common Stock,
no par value             300,000 shares              $7.25                   $2,175,000.00               $750.00   
--------------------------------------------------------------------------------------------------------------------------------
(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  based on the
    average of the high and low per  share  prices  reported  by the  NASDAQ  on
    October 24, 1996.
                                                       Exhibit Index on page 6
PART I

Information Required in the Section 10(a) Prospectus

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to employees of the Registrant eligible to participate
in the 1994 Stock Option Plan as required by Rule  428(b)(1)  promulgated  under
the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995 (File No. 0-17565).

         (b)      The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarters ended March 31, 1996 and June 30, 1996.

         (c)      The description of the Registrant's  common stock contained in
                  the  Registrant's  Form 8-A,  declared  effective on April 28,
                  1993,  including any amendment or report filed for the purpose
                  of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all 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.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under  the  South  Carolina  Business  Corporation  Act  of  1988  (the
"Corporation  Act"),  a  corporation  has the power to indemnify  directors  and
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate  interest (or not opposed  thereto) set forth in
the Corporation  Act. The Corporation Act also empowers a corporation to provide
insurance  for  directors and officers  against  liability  arising out of their
positions  even though the  insurance  coverage is broader than the power of the
corporation  to indemnify.  Under the  Corporation  Act,  unless  limited by its
articles of  incorporation,  a corporation  must indemnify a director or officer
who is wholly  successful,  on the merits or  otherwise,  in the  defense of any
proceeding  to which he was a party  because he is or was a director  or officer
against  reasonable  expenses incurred by him in connection with the proceeding.
The  Registrant's  Articles  of  Incorporation  do not  provide  otherwise.  The
provisions of the Corporation Act which deal with  indemnification  are codified
at Sections 33-8-500 through -580 of the Code of Laws of South Carolina 1976, as
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

                                        2
4.1     Martin  Color-Fi, Inc. 1993  Incentive Stock Option  and Stock
                  Appreciation Rights Plan.
 
          4.2     Restated   Articles  of   Incorporation   of  the   Registrant
                  (incorporated  by reference to Exhibit 3.1 of the Registrant's
                  Registration  Statement  on Form S-1 filed  March 4, 1993,  as
                  amended,  Registration  No.  33-59124  (the "S-1  Registration
                  Statement")).

          4.3     First Amendment to Restated  Articles of  Incorporation of the
                  Registrant  (incorporated  by  reference to Exhibit 3.2 of the
                  S-1 Registration Statement).

          4.4     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.3 of the S-1 Registration Statement).

          4.5     First   Amendment  to  Amended  and  Restated  Bylaws  of  the
                  Registrant  (incorporated  by  reference to Exhibit 4.5 to the
                  Registrant's  Form 10-Q for the quarter  ended June 30, 1994).

           5      Opinion of Sinkler & Boyd, P.A.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).

         24       Power of Attorney

Item 9.  Undertakings.

         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.
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;

         (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  (1)(i)  and  (1)(ii)  of  this
undertaking  do not apply if the  registration  statement is on Form S-3, 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.

         (4)  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.

                                        3
(5)  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.

                                   SIGNATURES

The Registrant

         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  Edgefield,  State of South  Carolina on October 18,
1996.

                              MARTIN COLOR-FI, INC.

                              By: s/James F. Martin
                                   James F. Martin
                                   Chairman and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on October 18, 1996.

                              By: s/Bret J. Harris
                                    Bret J. Harris
                                    Chief Financial Officer
                                    (Principal Accounting and Financial Officer)

                                        4
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 18, 1996.

c/James F. Martin                Chairman of the Board and Chief Executive
James F. Martin                  Officer

s/Henry M. Poston                President, Chief Operating Officer and Director
Henry M. Poston

                                 President, Carpet Division and Director
Russell T. Lyon

s/Gregory W. Anderson            Corporate Counsel and Director
Gregory W. Anderson

                                 Director
W. Fred Davis, Jr.

                                 Director
James C. Hite

                                 Director
Jack J. Jackson

s/George L. Rainsford            Director
George L. Rainsford

s/Bettis C. Rainsford            Director
Bettis C. Rainsford

                                        5
EXHIBIT INDEX

EXHIBIT                                                                    

4.1      Martin Color-Fi, Inc. 1993 Incentive Stock Option and Stock
         Appreciation Rights Plan.

4.2      Restated   Articles  of   Incorporation   of  the  Registrant
         (incorporated by reference to Exhibit 3.1 of the Registrant's
         Registration  Statement  on Form S-1 filed March 4, 1993,  as
         amended,  Registration  No.  33-59124 (the "S-1  Registration
         Statement")).

4.3      First Amendment to Restated  Articles of Incorporation of the
         Registrant  (incorporated  by reference to Exhibit 3.2 of the
         S-1 Registration Statement).

4.4      Amended and Restated  Bylaws of the Registrant  (incorporated
         by  reference   to  Exhibit  3.3  of  the  S-1   Registration
         Statement).

4.5      First  Amendment  to  Amended  and  Restated  Bylaws  of  the
         Registrant  (incorporated  by reference to Exhibit 4.5 to the
         Registrant's Form 10-Q for the quarter ended June 30, 1994).

5        Opinion of Sinkler & Boyd, P.A.

23.1     Consent of Ernst & Young LLP

23.2     Consent of Sinkler & Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney

                                        6