Registration No. 

                       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.
                           1994 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           1,505,165 shares              $1.50                   $2,257,747.50               $666.04     
--------------------------------------------------------------------------------------------------------------------------------

</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 bid and asked per share  prices  reported  by the NASDAQ on
     August 25, 1998.

                                                        Exhibit Index on page 6


<PAGE>

     The contents of  Registration  Statement  No.  333-15029  are  incorporated
herein by reference. This Registration Statement is being filed to increase from
294,835 shares to 1,800,000 shares the number of shares issuable pursuant to the
Martin  Color-Fi,  Inc. 1994 Incentive Stock Option Plan and Stock  Appreciation
Rights Plan and the number of shares  registered for issuance  pursuant thereto.
Amendments  to the  Plan  are  also  included  in  Exhibit  4.1 to this  filing.
Shareholder  approval of the  amendments was obtained at the 1998 Annual Meeting
of Shareholders.

     The  disclosure  regarding  accelerated  payment on senior  debt in default
reported in the Form 8-K filed with the  Securities  and Exchange  Commission on
August 12, 1998 and  incorporated  herein by reference  and in the Form 10-Q for
the  quarter  ended  June 28,  1998  filed  with  the  Securities  and  Exchange
Commission  on August 17, 1998 and  incorporated  herein by reference  should be
read in  conjunction  with the financial  statements for the year ended December
31, 1997 included in the annual report on Form 10-K and also incorporated herein
by reference.

Item 8.  Exhibits.

          4.1     Martin  Color-Fi, Inc. 1994  Incentive Stock Option  and Stock
                  Appreciation Rights Plan, as amended.

          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


                                        2

<PAGE>


                                   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 August 25,
1998.


                              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 August 25, 1998.



                              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 August 25, 1998.


s/James F. Martin
------------------------
James F. Martin                  Chairman of the Board, Chief Executive
                                 Officer and President

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


*s/W. Fred Davis, Jr.
------------------------
W. Fred Davis, Jr.               Director

 
s/Bret J. Harris
------------------------
Bret J. Harris                   Director and Chief Financial Officer


*s/James C. Hite
------------------------
James C. Hite                    Director


*s/Jack J. Jackson
-------------------------
Jack J. Jackson                  Director


*s/George L. Rainsford
-------------------------
George L. Rainsford              Director


*s/Bettis C. Rainsford 
-------------------------
Bettis C. Rainsford              Director


*s/Jerry E. Trapnell 
-------------------------
Jerry E. Trapnell                Director


*By: Bret J. Harris
     -----------------------
     Attorney-in-Fact

                                        5

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT                                                    

4.1      Martin  Color-Fi,  Inc. 1994 Incentive Stock Option and Stock
         Appreciation Rights Plan, as amended.

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": 9867}]
{"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": "333-62329", "film-number": "98698690"}, "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. 

                       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.
                           1994 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           1,505,165 shares              $1.50                   $2,257,747.50               $666.04     
--------------------------------------------------------------------------------------------------------------------------------
(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 bid and asked per share  prices  reported  by the NASDAQ on
     August 25, 1998.

                                                        Exhibit Index on page 6
The contents of  Registration  Statement  No.  333-15029  are  incorporated
herein by reference. This Registration Statement is being filed to increase from
294,835 shares to 1,800,000 shares the number of shares issuable pursuant to the
Martin  Color-Fi,  Inc. 1994 Incentive Stock Option Plan and Stock  Appreciation
Rights Plan and the number of shares  registered for issuance  pursuant thereto.
Amendments  to the  Plan  are  also  included  in  Exhibit  4.1 to this  filing.
Shareholder  approval of the  amendments was obtained at the 1998 Annual Meeting
of Shareholders.

     The  disclosure  regarding  accelerated  payment on senior  debt in default
reported in the Form 8-K filed with the  Securities  and Exchange  Commission on
August 12, 1998 and  incorporated  herein by reference  and in the Form 10-Q for
the  quarter  ended  June 28,  1998  filed  with  the  Securities  and  Exchange
Commission  on August 17, 1998 and  incorporated  herein by reference  should be
read in  conjunction  with the financial  statements for the year ended December
31, 1997 included in the annual report on Form 10-K and also incorporated herein
by reference.

Item 8.  Exhibits.

          4.1     Martin  Color-Fi, Inc. 1994  Incentive Stock Option  and Stock
                  Appreciation Rights Plan, as amended.

          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

                                        2
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 August 25,
1998.

                              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 August 25, 1998.

                              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 August 25, 1998.

s/James F. Martin
------------------------
James F. Martin                  Chairman of the Board, Chief Executive
                                 Officer and President

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

*s/W. Fred Davis, Jr.
------------------------
W. Fred Davis, Jr.               Director

 
s/Bret J. Harris
------------------------
Bret J. Harris                   Director and Chief Financial Officer

*s/James C. Hite
------------------------
James C. Hite                    Director

*s/Jack J. Jackson
-------------------------
Jack J. Jackson                  Director

*s/George L. Rainsford
-------------------------
George L. Rainsford              Director

*s/Bettis C. Rainsford 
-------------------------
Bettis C. Rainsford              Director

*s/Jerry E. Trapnell 
-------------------------
Jerry E. Trapnell                Director

*By: Bret J. Harris
     -----------------------
     Attorney-in-Fact

                                        5
EXHIBIT INDEX

EXHIBIT                                                    

4.1      Martin  Color-Fi,  Inc. 1994 Incentive Stock Option and Stock
         Appreciation Rights Plan, as amended.

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