As filed with the  Securities  and Exchange  Commission on December __,
1996.

                                Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE

                             SECURITIES ACT OF 1933

                              --------------------
                              SHAW INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

              Georgia                                             58-1032521
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization                             Identification No.)

                                P.O. Drawer 2128

                             616 East Walnut Avenue

                              Dalton, Georgia 30722

                    (Address of principal executive offices)

                  SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

                            (Full title of the Plan)

                            BENNIE M. LAUGHTER, Esq.

                  Vice President, Secretary and General Counsel

                              Shaw Industries, Inc.

                             616 East Walnut Avenue

                              Dalton, Georgia 30722

                     (Name and address of agent for service)

                                      (706) 278-3812
                          (Telephone number, including Area Code,

                              of Agent for Service)

                              --------------------
                          Copies of Communications to:

                            GABRIEL DUMITRESCU, Esq.

                       Powell, Goldstein, Frazer & Murphy

                                 Sixteenth Floor

                           191 Peachtree Street, N.E.

                             Atlanta, Georgia 30303
                                 (404) 572-6600

                              --------------------

                         CALCULATION OF REGISTRATION FEE


<PAGE>

<TABLE>

---------------------------------------------------------------------------------------
  Title of each class of      Amount        Proposed    Proposed maximum  Amount of
        securities             to be         maximum       aggregate     registration
          to be             registered   offering price     offering        fee(1)
        registered                             per          price(1)
                                            share(1)
---------------------------------------------------------------------------------------
<S>                          <C>            <C>           <C>              <C>    
Common Stock, no par value   3,000,000      $11.8125      $35,437,500      $10,739
                              shares
---------------------------------------------------------------------------------------
Rights to purchase shares
of Series A                  3,000,000
Participating Preferred        rights
Stock(2)

---------------------------------------------------------------------------------------
</TABLE>


<PAGE>


(1) ....... Pursuant  to  Rule   457(c),   the  proposed   offering   price  and
            registration  fee are  based  upon the  average  of the high and low
            prices of the Common  Stock on  December  2, 1996 as reported by the
            New York Stock Exchange.

(2) ....... The Rights,  which are  attached to the shares of Common Stock being
            registered,  will be  issued  for no  additional  consideration;  no
            additional  registration fee is required.  In addition,  pursuant to
            Rule 416(c)  under the  Securities  Act of 1933,  this  registration
            statement covers an indeterminate  number of interests to be offered
            or sold pursuant to the employee benefit plan described herein.

                              --------------------
    The  Registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


<PAGE>




------------------------------------------------------------------------------
                                     I-1

------------------------------------------------------------------------------
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

   The  documents  containing  the  information  specified  in  Part  I  of  the
Instructions to the Registration  Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1)  promulgated under the
Securities Act of 1933, as amended (the "Securities Act").


<PAGE>


------------------------------------------------------------------------------
                                     II-1

------------------------------------------------------------------------------
                                    PART II

Item 3.  Incorporation of Certain Documents by Reference.

   The following  documents  previously filed by the Company with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"),  are  incorporated  herein by
reference:

                  (1)  Annual   Report  on   Form 10-K   for  the  year  ended
             December 30, 1995 (Commission File No. 1-6853);

                  (2)  Quarterly  Reports  on Form 10-Q for the  quarters  ended
             March 30, 1996,  June 29, 1996 and September  28, 1996  (Commission
             File No. 1-6853);

                  (3) The description of the Company's  Common Stock  (including
             the Rights to  purchase  Series A  Participating  Preferred  Stock)
             contained in the Company's  Registration  Statements filed pursuant
             to  Section  12 of  the  Exchange  Act  on  Form  8-A,  as  amended
             (Commission File No. 1-6853).

   All documents  filed by the Company  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange Act  subsequent  to the date hereof and prior to the date
upon which this offering is  terminated  shall be deemed to be  incorporated  by
reference herein and to be part hereof from the date any such document is filed.

Item 5.  Interests of Named Experts and Counsel.

   Powell, Goldstein, Frazer & Murphy, Atlanta, Georgia, has rendered an opinion
regarding the legality of the shares of Common Stock registered  hereby.  Robert
R. Harlin, a partner of that firm, is also a member of the Registrant's Board of
Directors.

Item 6.  Indemnification of Directors and Officers.

   Section 14-2-850 et seq. of the Georgia Business Corporation Code and Article
VIII of the Amended and Restated Articles of Incorporation of the Registrant set
forth  the  extent to which  the  Registrant's  directors  and  officers  may be
indemnified  by the  Registrant  against  liability  that they may  incur  while
serving in such capacity.  These provisions generally provide that the directors
and officers of the Registrant will be indemnified by the Registrant against any
losses incurred in connection with any threatened,  pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the  right of the  Registrant)  by reason of the
fact that he is or was a director  or officer of the  Registrant  or served with
another corporation,  partnership,  joint venture,  trust or other enterprise at
the request of the  Registrant  if such director or officer acted in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
Registrant, and with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. Under these provisions,  the Registrant may
provide  advances for expenses  incurred in defending  any such action,  suit or
proceeding,  upon receipt of an  undertaking  by or on behalf of such officer or
director to repay such advances  unless it is ultimately  determined  that he is
entitled to indemnification by the Registrant.

   The Registrant  maintains an insurance policy insuring the Registrant and its
directors and officers against certain liabilities,  including liabilities under
the Securities Act of 1933.

   The Plan provides that to the extent  permissible by law, no fiduciary  under
the Plan shall be liable for any loss  resulting from a  participant's  exercise
of, or failure to exercise,  an investment election.  The Company must indemnify
the Plan Administrator and the Investment  Committee against losses and expenses
arising out of the performance of their duties,  except for those resulting from
their willful neglect or willful misconduct.

Item 8.  Exhibits.

   The  following  exhibits  are filed  herewith or  incorporated  by  reference
herein:

       
<PAGE>

                                   II-2
------------------------------------------------------------------------------
        Exhibit
        Number                               Description
------------------------------------------------------------------------------


                                         
     3(a) Amended and Restated Articles of Incorporation.  [Incorporated  herein
by reference to Exhibit 3(a) to Registrant's  Registration Statement on Form S-3
filed with the Commission on December 28, 1993 (File No. 33-51719).]
     3(b)  By-laws.  [Incorporated  herein  by  reference  to  Exhibit  3(b)  to
Registrant's  Registration  Statement on Form S-3 filed with the  Commission  on
December 28, 1993 (File No. 33-51719).]

     4(a) Specimen  form of Common Stock  Certificate.  [Incorporated  herein by
reference to Exhibit 2 to Registrant's  Registration Statement on Form 8-A filed
with the Commission on May 12, 1989 (File No. 1-6853).]

     4(b) Amended and Restated Articles of Incorporation, filed as Exhibit 3(a),
and By-laws of  Registrant,  filed as Exhibit 3(b), are  incorporated  herein by
reference.
     4(c) Rights  Agreement  dated as of April 10, 1989 between  Registrant  and
Citizens  and  Southern  Trust  Company   (Georgia),   N.A.,  as  Rights  Agent.
[Incorporated herein by reference to Exhibit 1 to Registrant's Current Report on
Form 8-K filed with the Commission on May 5, 1989 (File No. 1-6853).]

     8 The  Registrant  will  submit the Plan and any  amendment  thereto to the
Internal  Revenue  Service  (the  "IRS")  in a timely  manner  and will make all
changes required by the IRS in order to qualify the Plan.
     23 Consent of Arthur Andersen LLP (see page immediately preceding signature
page to this Registration Statement).
     24 Power of Attorney (see signature page to this Registration Statement).
<PAGE>

                                        II-3
------------------------------------------------------------------------------
                                     

------------------------------------------------------------------------------


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;

        (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) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed 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.

   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
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

   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  to the  questions  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.


<PAGE>


                        CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this  Registration  Statement of our reports dated  February 19,
1996 included and  incorporated by reference in Shaw  Industries,  Inc.'s Annual
Report on Form 10-K for the year ended  December 30, 1995 and to all  references
to our Firm included in this Registration Statement.

                               ARTHUR ANDERSEN LLP

Atlanta, Georgia
December 3, 1996


<PAGE>


                                  SIGNATURES

   Pursuant to the  requirements  of the  Securities Act of 1933, the Registrant
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dalton, State of Georgia,
on December 5, 1996.

                                 SHAW INDUSTRIES, INC.

                                 By:

                                          /s/ Bennie M. Laughter
                                          Vice President and General Counsel

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints  WILLIAM C. LUSK, JR. and BENNIE M. LAUGHTER,  and each
of them as his true and lawful  attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or either
of them, or their or his substitute or substitutes,  may lawfully do or cause to
be done by virtue hereof.


<PAGE>


   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.


<PAGE>


-------------------------------------------------------------------------------
                                          II-1

-------------------------------------------------------------------------------
        

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

---------------------------        ----------------------------     ----------
                                      

                                                                            

                                          II-1

 /s/ Robert E. Shaw               Chairman of the
                                   Board and Chief
                                   Executive Officer
                                 (Principal Executive
                                    Officer)                     December 5,
                                                                  1996

                                                                   

 /s/ J.C. Shaw                   Chairman Emeritus
                                   and Director                  December 4,
                                                                  1996

                                                                   

 /s/ W. Norris Little           President, Chief
                              Operating Officer and
                                   Director                        December 4,
                                                                  1996

                                                                   

/s/ William C. Lusk, Jr.             Senior Vice
                                   President, Treasurer
                                   and Director
                                   (Principal Financial
                                   and Accounting
                                   Officer)                       December 4,
                                                                  1996

                                                                   

 /s/ Kenneth G. Jackson           Vice President and
                                   Chief Financial
                                   Officer                         December 4,
                                                                  1996

                                                                   

/s/ Thomas G. Cousins             Director                          December 5,
                                                                  1996

                                                                   

    S. Tucker Grigg               Director                        December __,
                                                                  1996

                                                                   

/s/ Robert R. Harlin              Director                        December 4,
                                                                  1996

                                                                   

    Clifford M. Kirtland, Jr.     Director                         December __,
                                                                  1996

                                                                   


<PAGE>





/s/ J. Hicks Lanier              Director                           December 5,
                                                                  1996

                                                                   

/s/ R. Julian McCamy             Director                           December 4,
                                                                  1996

                                                                   


<PAGE>


-------------------------------------------------------------------------------
                                          II-1

-------------------------------------------------------------------------------



     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan Administrator of the Shaw Industries, Inc. Retirement Savings Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in Dalton,  Georgia on the 5th day of
December, 1996.

                                                SHAW INDUSTRIES, INC.
                                                RETIREMENT SAVINGS PLAN

                                                By:  Shaw Industries, Inc.
                                                     Plan Administrator

                                       By:

                                             /s/ Bennie M. Laughter
                                             Vice President and General Counsel

21324321.W51


<PAGE>




------------------------------------------------------------------------------
                                     II-1

------------------------------------------------------------------------------
                                 EXHIBIT INDEX

   Exhibit
   Number

                                   Description

    

     3(a) ....  Amended    and    Restated    Articles   of
                Incorporation.   [Incorporated   herein   by
                reference  to Exhibit  3(a) to  Registrant's
                Registration  Statement  on  Form S-3  filed
                with the  Commission  on  December 28,  1993
                (File No. 33-51719).]

    

    3(b) .....  By-laws.     [Incorporated     herein    by
                reference  to Exhibit  3(b) to  Registrant's
                Registration  Statement  on  Form S-3  filed
                with the  Commission  on  December 28,  1993
                (File No. 33-51719).]

    

    4(a) .....  Specimen     form    of    Common     Stock
                Certificate.    [Incorporated    herein   by
                reference  to  Exhibit  2  to   Registrant's
                Registration  Statement  on  Form 8-A  filed
                with the  Commission  on May 12,  1989 (File
                No. 1-6853).]

    

    4(b) .....  Amended  and  Restated  Articles  of  Incorporation,  filed  as
                Exhibit 3(a), and By-laws of Registrant,  filed as Exhibit 3(b),
                are incorporated herein by reference.

    

    4(c) .....  Rights Agreement dated as of April 10, 1989 between  Registrant
                and Citizens and Southern  Trust  Company  (Georgia),  N.A.,  as
                Rights Agent.  [Incorporated herein by reference to Exhibit 1 to
                Registrant's   Current   Report  on  Form  8-K  filed  with  the
                Commission on May 5, 1989 (File No.
                1-6853).]

    

    8 ........  The Registrant  will submit the Plan and any amendment  thereto
                to the Internal  Revenue  Service (the "IRS") in a timely manner
                and  will  make  all  changes  required  by the IRS in  order to
                qualify the Plan.

    

    23 .......  Consent of Arthur Andersen LLP (see page immediately  preceding
                signature page to this Registration Statement).

    

    24 .......  Power of  Attorney  (see  signature  page to this  Registration
                Statement).
[{"type": "S-8", "sequence": "1", "description": "DECEMBER 1996 FORM S-8", "secsgml_size_bytes": 25005}]
{"company-data": {"conformed-name": "SHAW INDUSTRIES INC", "cik": "0000089498", "assigned-sic": "2273", "irs-number": "581032521", "state-of-incorporation": "GA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17303", "film-number": "96676285"}, "business-address": {"street1": "616 E WALNUT AVE", "street2": "P O DRAWER 2128", "city": "DALTON", "state": "GA", "zip": "30720", "phone": "7062783812"}, "mail-address": {"street1": "616 E WALNUT AVE", "street2": "P O DRAWER 2128", "city": "DALTON", "state": "GA", "zip": "30720"}}
As filed with the  Securities  and Exchange  Commission on December __,
1996.

                                Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE

                             SECURITIES ACT OF 1933

                              --------------------
                              SHAW INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

              Georgia                                             58-1032521
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization                             Identification No.)

                                P.O. Drawer 2128

                             616 East Walnut Avenue

                              Dalton, Georgia 30722

                    (Address of principal executive offices)

                  SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

                            (Full title of the Plan)

                            BENNIE M. LAUGHTER, Esq.

                  Vice President, Secretary and General Counsel

                              Shaw Industries, Inc.

                             616 East Walnut Avenue

                              Dalton, Georgia 30722

                     (Name and address of agent for service)

                                      (706) 278-3812
                          (Telephone number, including Area Code,

                              of Agent for Service)

                              --------------------
                          Copies of Communications to:

                            GABRIEL DUMITRESCU, Esq.

                       Powell, Goldstein, Frazer & Murphy

                                 Sixteenth Floor

                           191 Peachtree Street, N.E.

                             Atlanta, Georgia 30303
                                 (404) 572-6600

                              --------------------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
  Title of each class of      Amount        Proposed    Proposed maximum  Amount of
        securities             to be         maximum       aggregate     registration
          to be             registered   offering price     offering        fee(1)
        registered                             per          price(1)
                                            share(1)
---------------------------------------------------------------------------------------
Common Stock, no par value   3,000,000      $11.8125      $35,437,500      $10,739
                              shares
---------------------------------------------------------------------------------------
Rights to purchase shares
of Series A                  3,000,000
Participating Preferred        rights
Stock(2)

---------------------------------------------------------------------------------------
(1) ....... Pursuant  to  Rule   457(c),   the  proposed   offering   price  and
            registration  fee are  based  upon the  average  of the high and low
            prices of the Common  Stock on  December  2, 1996 as reported by the
            New York Stock Exchange.

(2) ....... The Rights,  which are  attached to the shares of Common Stock being
            registered,  will be  issued  for no  additional  consideration;  no
            additional  registration fee is required.  In addition,  pursuant to
            Rule 416(c)  under the  Securities  Act of 1933,  this  registration
            statement covers an indeterminate  number of interests to be offered
            or sold pursuant to the employee benefit plan described herein.

                              --------------------
    The  Registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
------------------------------------------------------------------------------
                                     I-1

------------------------------------------------------------------------------
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

   The  documents  containing  the  information  specified  in  Part  I  of  the
Instructions to the Registration  Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1)  promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
------------------------------------------------------------------------------
                                     II-1

------------------------------------------------------------------------------
                                    PART II

Item 3.  Incorporation of Certain Documents by Reference.

   The following  documents  previously filed by the Company with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"),  are  incorporated  herein by
reference:

                  (1)  Annual   Report  on   Form 10-K   for  the  year  ended
             December 30, 1995 (Commission File No. 1-6853);

                  (2)  Quarterly  Reports  on Form 10-Q for the  quarters  ended
             March 30, 1996,  June 29, 1996 and September  28, 1996  (Commission
             File No. 1-6853);

                  (3) The description of the Company's  Common Stock  (including
             the Rights to  purchase  Series A  Participating  Preferred  Stock)
             contained in the Company's  Registration  Statements filed pursuant
             to  Section  12 of  the  Exchange  Act  on  Form  8-A,  as  amended
             (Commission File No. 1-6853).

   All documents  filed by the Company  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange Act  subsequent  to the date hereof and prior to the date
upon which this offering is  terminated  shall be deemed to be  incorporated  by
reference herein and to be part hereof from the date any such document is filed.

Item 5.  Interests of Named Experts and Counsel.

   Powell, Goldstein, Frazer & Murphy, Atlanta, Georgia, has rendered an opinion
regarding the legality of the shares of Common Stock registered  hereby.  Robert
R. Harlin, a partner of that firm, is also a member of the Registrant's Board of
Directors.

Item 6.  Indemnification of Directors and Officers.

   Section 14-2-850 et seq. of the Georgia Business Corporation Code and Article
VIII of the Amended and Restated Articles of Incorporation of the Registrant set
forth  the  extent to which  the  Registrant's  directors  and  officers  may be
indemnified  by the  Registrant  against  liability  that they may  incur  while
serving in such capacity.  These provisions generally provide that the directors
and officers of the Registrant will be indemnified by the Registrant against any
losses incurred in connection with any threatened,  pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the  right of the  Registrant)  by reason of the
fact that he is or was a director  or officer of the  Registrant  or served with
another corporation,  partnership,  joint venture,  trust or other enterprise at
the request of the  Registrant  if such director or officer acted in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
Registrant, and with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. Under these provisions,  the Registrant may
provide  advances for expenses  incurred in defending  any such action,  suit or
proceeding,  upon receipt of an  undertaking  by or on behalf of such officer or
director to repay such advances  unless it is ultimately  determined  that he is
entitled to indemnification by the Registrant.

   The Registrant  maintains an insurance policy insuring the Registrant and its
directors and officers against certain liabilities,  including liabilities under
the Securities Act of 1933.

   The Plan provides that to the extent  permissible by law, no fiduciary  under
the Plan shall be liable for any loss  resulting from a  participant's  exercise
of, or failure to exercise,  an investment election.  The Company must indemnify
the Plan Administrator and the Investment  Committee against losses and expenses
arising out of the performance of their duties,  except for those resulting from
their willful neglect or willful misconduct.

Item 8.  Exhibits.

   The  following  exhibits  are filed  herewith or  incorporated  by  reference
herein:
II-2
------------------------------------------------------------------------------
        Exhibit
        Number                               Description
------------------------------------------------------------------------------

                                         
     3(a) Amended and Restated Articles of Incorporation.  [Incorporated  herein
by reference to Exhibit 3(a) to Registrant's  Registration Statement on Form S-3
filed with the Commission on December 28, 1993 (File No. 33-51719).]
     3(b)  By-laws.  [Incorporated  herein  by  reference  to  Exhibit  3(b)  to
Registrant's  Registration  Statement on Form S-3 filed with the  Commission  on
December 28, 1993 (File No. 33-51719).]

     4(a) Specimen  form of Common Stock  Certificate.  [Incorporated  herein by
reference to Exhibit 2 to Registrant's  Registration Statement on Form 8-A filed
with the Commission on May 12, 1989 (File No. 1-6853).]

     4(b) Amended and Restated Articles of Incorporation, filed as Exhibit 3(a),
and By-laws of  Registrant,  filed as Exhibit 3(b), are  incorporated  herein by
reference.
     4(c) Rights  Agreement  dated as of April 10, 1989 between  Registrant  and
Citizens  and  Southern  Trust  Company   (Georgia),   N.A.,  as  Rights  Agent.
[Incorporated herein by reference to Exhibit 1 to Registrant's Current Report on
Form 8-K filed with the Commission on May 5, 1989 (File No. 1-6853).]

     8 The  Registrant  will  submit the Plan and any  amendment  thereto to the
Internal  Revenue  Service  (the  "IRS")  in a timely  manner  and will make all
changes required by the IRS in order to qualify the Plan.
     23 Consent of Arthur Andersen LLP (see page immediately preceding signature
page to this Registration Statement).
     24 Power of Attorney (see signature page to this Registration Statement).
II-3
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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;

        (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) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed 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.

   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
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

   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  to the  questions  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.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this  Registration  Statement of our reports dated  February 19,
1996 included and  incorporated by reference in Shaw  Industries,  Inc.'s Annual
Report on Form 10-K for the year ended  December 30, 1995 and to all  references
to our Firm included in this Registration Statement.

                               ARTHUR ANDERSEN LLP

Atlanta, Georgia
December 3, 1996
SIGNATURES

   Pursuant to the  requirements  of the  Securities Act of 1933, the Registrant
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dalton, State of Georgia,
on December 5, 1996.

                                 SHAW INDUSTRIES, INC.

                                 By:

                                          /s/ Bennie M. Laughter
                                          Vice President and General Counsel

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints  WILLIAM C. LUSK, JR. and BENNIE M. LAUGHTER,  and each
of them as his true and lawful  attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or either
of them, or their or his substitute or substitutes,  may lawfully do or cause to
be done by virtue hereof.
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.
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                                          II-1

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

---------------------------        ----------------------------     ----------
                                      

                                                                            

                                          II-1

 /s/ Robert E. Shaw               Chairman of the
                                   Board and Chief
                                   Executive Officer
                                 (Principal Executive
                                    Officer)                     December 5,
                                                                  1996

                                                                   

 /s/ J.C. Shaw                   Chairman Emeritus
                                   and Director                  December 4,
                                                                  1996

                                                                   

 /s/ W. Norris Little           President, Chief
                              Operating Officer and
                                   Director                        December 4,
                                                                  1996

                                                                   

/s/ William C. Lusk, Jr.             Senior Vice
                                   President, Treasurer
                                   and Director
                                   (Principal Financial
                                   and Accounting
                                   Officer)                       December 4,
                                                                  1996

                                                                   

 /s/ Kenneth G. Jackson           Vice President and
                                   Chief Financial
                                   Officer                         December 4,
                                                                  1996

                                                                   

/s/ Thomas G. Cousins             Director                          December 5,
                                                                  1996

                                                                   

    S. Tucker Grigg               Director                        December __,
                                                                  1996

                                                                   

/s/ Robert R. Harlin              Director                        December 4,
                                                                  1996

                                                                   

    Clifford M. Kirtland, Jr.     Director                         December __,
                                                                  1996
/s/ J. Hicks Lanier              Director                           December 5,
                                                                  1996

                                                                   

/s/ R. Julian McCamy             Director                           December 4,
                                                                  1996
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                                          II-1

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     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan Administrator of the Shaw Industries, Inc. Retirement Savings Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in Dalton,  Georgia on the 5th day of
December, 1996.

                                                SHAW INDUSTRIES, INC.
                                                RETIREMENT SAVINGS PLAN

                                                By:  Shaw Industries, Inc.
                                                     Plan Administrator

                                       By:

                                             /s/ Bennie M. Laughter
                                             Vice President and General Counsel

21324321.W51
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                                     II-1

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                                 EXHIBIT INDEX

   Exhibit
   Number

                                   Description

    

     3(a) ....  Amended    and    Restated    Articles   of
                Incorporation.   [Incorporated   herein   by
                reference  to Exhibit  3(a) to  Registrant's
                Registration  Statement  on  Form S-3  filed
                with the  Commission  on  December 28,  1993
                (File No. 33-51719).]

    

    3(b) .....  By-laws.     [Incorporated     herein    by
                reference  to Exhibit  3(b) to  Registrant's
                Registration  Statement  on  Form S-3  filed
                with the  Commission  on  December 28,  1993
                (File No. 33-51719).]

    

    4(a) .....  Specimen     form    of    Common     Stock
                Certificate.    [Incorporated    herein   by
                reference  to  Exhibit  2  to   Registrant's
                Registration  Statement  on  Form 8-A  filed
                with the  Commission  on May 12,  1989 (File
                No. 1-6853).]

    

    4(b) .....  Amended  and  Restated  Articles  of  Incorporation,  filed  as
                Exhibit 3(a), and By-laws of Registrant,  filed as Exhibit 3(b),
                are incorporated herein by reference.

    

    4(c) .....  Rights Agreement dated as of April 10, 1989 between  Registrant
                and Citizens and Southern  Trust  Company  (Georgia),  N.A.,  as
                Rights Agent.  [Incorporated herein by reference to Exhibit 1 to
                Registrant's   Current   Report  on  Form  8-K  filed  with  the
                Commission on May 5, 1989 (File No.
                1-6853).]

    

    8 ........  The Registrant  will submit the Plan and any amendment  thereto
                to the Internal  Revenue  Service (the "IRS") in a timely manner
                and  will  make  all  changes  required  by the IRS in  order to
                qualify the Plan.

    

    23 .......  Consent of Arthur Andersen LLP (see page immediately  preceding
                signature page to this Registration Statement).

    

    24 .......  Power of  Attorney  (see  signature  page to this  Registration
                Statement).