Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                               -------------------

                              ALBA-WALDENSIAN, INC.
             (Exact name of registrant as specified in its charter)


      DELAWARE                                     56-0359780
(State or other jurisdiction                  (I.R.S. Employer
 of incorporation or organization)          Identification Number)

201 St. Germain Ave., S.W., Valdese, North Carolina             28690
   --------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)


                         1993 LONG TERM PERFORMANCE PLAN
                            (Full title of the Plan)

                                Glenn J. Kennedy
                              Alba-Waldensian, Inc.
                           201 St. Germain Ave., S.W.
                               Post Office Box 100
                          Valdese, North Carolina 28690
                     (Name and address of agent for service)

                                 (704) 879-6539
          (Telephone number, including area code, of agent for service)


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


                         CALCULATION OF REGISTRATION FEE

======================== ------------------------ --------------------

                                Proposed Maximum
  Title of Securities           Amount to           Offering Price
   to be Registered           be Registered           Per Share*
======================== ======================== ====================

    $2.50 Par Value
     Common Stock            250,000 shares             $9.8125
======================== ======================== ====================

                                Proposed Maximum
  Title of Securities           Amount to           Offering Price
   to be Registered           be Registered           Per Share*
======================== ======================== ====================

    $2.50 Par Value
     Common Stock            250,000 shares             $9.8125
======================== ======================== ====================


* Registration fee calculated pursuant to Rule 457(h)(1) and 457(c) and based on
a weighted  average of the high and low prices of the Common  Stock  reported on
the American Stock Exchange, Inc. on June 29, 1998.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The  information  required  by Items 1 and 2 of Part I of Form S-8 is  omitted
from this  registration  statement in accordance with the Note to Part 1 of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed by Alba-Waldensian,  Inc. (the
"Company") with the Securities and Exchange  Commission,  Commission file number
1-6150, are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 29, 1998; and

         (c)      The description of the Company's Common Stock contained in the
                  Company's  Registration  Statement on Form 8-A dated September
                  1969  (incorporating by reference such description on pages 16
                  and  17  of  the   Prospectus   contained  in  the   Company's
                  Registration  Statement  on  Form  S-1  (File  No.  2-32459)),
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

         All  reports  and other  documents  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date  hereof and prior to the  filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and to be part hereof from the date of filing of such  reports
and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain  legal  matters in  connection  with the issuance of the Common
Stock  being  offered  hereby are being  passed  upon for the Company by Kennedy
Covington Lobdell & Hickman,  L.L.P.,  NationsBank Corporate Center, Suite 4200,
100 North Tryon  Street,  Charlotte,  North  Carolina  28202.  At June 25, 1998,
partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their
spouses  and minor  children  did not own any shares of the Common  Stock of the
Company.


Item 6.  Indemnification of Directors and Officers.

         The  General   Corporation  Law  of  the  State  of  Delaware  contains
provisions  prescribing  the extent to which directors and officers shall or may
be indemnified  against  liabilities  that they may incur in their capacities as
such. Under those provisions the availability or requirements of indemnification
or  reimbursement  of expenses is dependent  upon  numerous  factors,  including
whether the action is brought by the  corporation or by outsiders and the extent
to which the potential  indemnitee  is successful in his defense.  The Bylaws of
the Company  provide  that each  director  and  officer of the Company  shall be
indemnified  by the  Company  against  expenses  reasonably  incurred  by him in
connection  with any action,  suit or proceeding to which he may be made a party
by reason of his having been a director  or officer of the  Company  (whether or
not he  continues  to be a director  or  officer  of the  Company at the time of
incurring such  expenses),  except with respect to matters in which such officer
or  director is adjudged in such  action,  suit or  proceeding  to be liable for
negligence  or  misconduct  in the  performance  of his  duty as a  director  or
officer.  Such right of  indemnification is not exclusive of any other rights to
which the director may be entitled as a matter of law.

         The Company's  Restated  Certificate of Incorporation  provides that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
shareholders  for monetary  damages for breach of his duty as a director  except
for liability (i) for breach of the director's duty of loyalty to the Company or
its shareholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct or a knowing  violation of the law,  (iii) under Section
174 of the Delaware  General  Corporation Law or (iv) for any  transaction  from
which  the  director  derived  any  improper  personal  benefit.   The  Restated
Certificate  of  Incorporation   further  provides  that  a  director  shall  be
indemnified to the fullest extent permitted by the Delaware  Corporation Law, as
it may be amended in the future.

         The  statute  also  permits a  corporation  to  purchase  and  maintain
insurance on behalf of its directors and officers against  liabilities that they
may incur in their capacities as such, whether or not the corporation would have
the power to indemnify them under other  provisions of the statute.  The Company
has  purchased  insurance  to  provide  for  indemnification  of  directors  and
officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          5           Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.

         23.1         Consent of BDO Seidman, LLP.

         23.2         Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
                       (contained in Exhibit 5).

Item 9.  Undertakings.

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

         (b)  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 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.

         (c)  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.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Valdese, State of North Carolina, on the 30th day of
June, 1998.

                              ALBA-WALDENSIAN, INC.

                                By /s/ Glenn J. Kennedy
                                       Glenn J. Kennedy
                                        Vice President, Treasurer,
                                         Secretary and Chief Financial Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                       Title                                Date


/s/ Clyde Wm. Engle         Chairman of the Board of               June 30, 1998
----------------------       Directors
Clyde Wm. Engle


/s/ Lee N. Mortenson        President, Chief Executive Officer     June 30, 1998
----------------------       and  Director (Principal  Executive
Lee N. Mortenson              Officer)


/s/ Glenn J. Kennedy        Vice President, Treasurer,             June 30, 1998
Glenn J. Kennedy             Secretary,  Chief Financial  Officer
                             and  Director  (Principal  Financial
                             and Accounting Officer)


/s/ Paul H. Albritton, Jr.  Director                               June 30, 1998
--------------------------
Paul H. Albritton, Jr.


/s/ William M. Cousins, Jr. Director                               June 30, 1998
---------------------------
William M. Cousins, Jr.


/s/ James M. Fawcett, Jr.   Director                               June 30, 1998
-------------------------
James M. Fawcett, Jr.


/s/ C. Alan Forbes          Director                               June 30, 1998
------------------
C. Alan Forbes


/s/ Joseph C. Minio         Director                               June 30, 1998
-------------------
Joseph C. Minio




<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS
                                     Item 8

                                    FORM S-8
                             REGISTRATION STATEMENT

                              ALBA-WALDENSIAN, INC.
                          Commission File Number 1-6150


         Exhibit                    Description

           5              Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.


          23.1            Consent of BDO Seidman, LLP.


          23.2            Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
                            (contained in Exhibit 5).


<PAGE>


                                                                       EXHIBIT 5

June 30, 1998

Alba-Waldensian, Inc.
201 St. Germain Ave., S.W.
Valdese, North Carolina 28690

Gentlemen:

         You have  requested  our opinion in  connection  with the  registration
under the Securities Act of 1933, as amended,  of an aggregate of 250,000 shares
of the $2.50 par value  Common Stock (the  "Common  Stock") of  Alba-Waldensian,
Inc. (the "Company"),  a Delaware corporation,  by the Registration Statement on
Form S-8 (the  "Registration  Statement") to be filed by you with the Securities
and  Exchange  Commission  in  connection  with the  Company's  1993  Long  Term
Performance Plan.

         We have made such  investigations  of law,  examined  original  copies,
certified  or  otherwise  identified  to our  satisfaction,  of such  documents,
corporate records,  certificates of public officials and other instruments,  and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the 250,000 shares
of the Common Stock  covered by the  Registration  Statement  have been duly and
validly authorized and will be validly issued, fully paid and nonassessable when
issued in accordance the Company's 1993 Long Term  Performance  Plan and receipt
by the Company of the consideration therefor.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                                      Sincerely,


                                     KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.




<PAGE>


                                                                    EXHIBIT 23.1



            Consent of Independent Certified Public Accountants



Alba-Waldensian, Inc.
Valdese, North Carolina


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement of our reports dated  February 6, 1998,  relating to the  consolidated
financial  statements and schedules of  Alba-Waldensian,  Inc.  appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.




Greensboro, North Carolina                                    BDO Seidman, LLP
June 30, 1998
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION OF STOCK OPTION PLAN", "secsgml_size_bytes": 18375}]
{"company-data": {"conformed-name": "ALBA WALDENSIAN INC", "cik": "0000003292", "assigned-sic": "2250", "irs-number": "560359780", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58229", "film-number": "98658655"}, "business-address": {"street1": "201 ST GERMAIN AVE SW", "street2": "P O BOX 100", "city": "VALDESE", "state": "NC", "zip": "28601", "phone": "7048796503"}, "mail-address": {"street1": "P O BOX 100", "city": "VALDESE", "state": "NC", "zip": "28601"}}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                               -------------------

                              ALBA-WALDENSIAN, INC.
             (Exact name of registrant as specified in its charter)

      DELAWARE                                     56-0359780
(State or other jurisdiction                  (I.R.S. Employer
 of incorporation or organization)          Identification Number)

201 St. Germain Ave., S.W., Valdese, North Carolina             28690
   --------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

                         1993 LONG TERM PERFORMANCE PLAN
                            (Full title of the Plan)

                                Glenn J. Kennedy
                              Alba-Waldensian, Inc.
                           201 St. Germain Ave., S.W.
                               Post Office Box 100
                          Valdese, North Carolina 28690
                     (Name and address of agent for service)

                                 (704) 879-6539
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

======================== ------------------------ --------------------

                                Proposed Maximum
  Title of Securities           Amount to           Offering Price
   to be Registered           be Registered           Per Share*
======================== ======================== ====================

    $2.50 Par Value
     Common Stock            250,000 shares             $9.8125
======================== ======================== ====================

                                Proposed Maximum
  Title of Securities           Amount to           Offering Price
   to be Registered           be Registered           Per Share*
======================== ======================== ====================

    $2.50 Par Value
     Common Stock            250,000 shares             $9.8125
======================== ======================== ====================

* Registration fee calculated pursuant to Rule 457(h)(1) and 457(c) and based on
a weighted  average of the high and low prices of the Common  Stock  reported on
the American Stock Exchange, Inc. on June 29, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The  information  required  by Items 1 and 2 of Part I of Form S-8 is  omitted
from this  registration  statement in accordance with the Note to Part 1 of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed by Alba-Waldensian,  Inc. (the
"Company") with the Securities and Exchange  Commission,  Commission file number
1-6150, are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 29, 1998; and

         (c)      The description of the Company's Common Stock contained in the
                  Company's  Registration  Statement on Form 8-A dated September
                  1969  (incorporating by reference such description on pages 16
                  and  17  of  the   Prospectus   contained  in  the   Company's
                  Registration  Statement  on  Form  S-1  (File  No.  2-32459)),
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

         All  reports  and other  documents  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date  hereof and prior to the  filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and to be part hereof from the date of filing of such  reports
and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain  legal  matters in  connection  with the issuance of the Common
Stock  being  offered  hereby are being  passed  upon for the Company by Kennedy
Covington Lobdell & Hickman,  L.L.P.,  NationsBank Corporate Center, Suite 4200,
100 North Tryon  Street,  Charlotte,  North  Carolina  28202.  At June 25, 1998,
partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their
spouses  and minor  children  did not own any shares of the Common  Stock of the
Company.

Item 6.  Indemnification of Directors and Officers.

         The  General   Corporation  Law  of  the  State  of  Delaware  contains
provisions  prescribing  the extent to which directors and officers shall or may
be indemnified  against  liabilities  that they may incur in their capacities as
such. Under those provisions the availability or requirements of indemnification
or  reimbursement  of expenses is dependent  upon  numerous  factors,  including
whether the action is brought by the  corporation or by outsiders and the extent
to which the potential  indemnitee  is successful in his defense.  The Bylaws of
the Company  provide  that each  director  and  officer of the Company  shall be
indemnified  by the  Company  against  expenses  reasonably  incurred  by him in
connection  with any action,  suit or proceeding to which he may be made a party
by reason of his having been a director  or officer of the  Company  (whether or
not he  continues  to be a director  or  officer  of the  Company at the time of
incurring such  expenses),  except with respect to matters in which such officer
or  director is adjudged in such  action,  suit or  proceeding  to be liable for
negligence  or  misconduct  in the  performance  of his  duty as a  director  or
officer.  Such right of  indemnification is not exclusive of any other rights to
which the director may be entitled as a matter of law.

         The Company's  Restated  Certificate of Incorporation  provides that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
shareholders  for monetary  damages for breach of his duty as a director  except
for liability (i) for breach of the director's duty of loyalty to the Company or
its shareholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct or a knowing  violation of the law,  (iii) under Section
174 of the Delaware  General  Corporation Law or (iv) for any  transaction  from
which  the  director  derived  any  improper  personal  benefit.   The  Restated
Certificate  of  Incorporation   further  provides  that  a  director  shall  be
indemnified to the fullest extent permitted by the Delaware  Corporation Law, as
it may be amended in the future.

         The  statute  also  permits a  corporation  to  purchase  and  maintain
insurance on behalf of its directors and officers against  liabilities that they
may incur in their capacities as such, whether or not the corporation would have
the power to indemnify them under other  provisions of the statute.  The Company
has  purchased  insurance  to  provide  for  indemnification  of  directors  and
officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          5           Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.

         23.1         Consent of BDO Seidman, LLP.

         23.2         Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
                       (contained in Exhibit 5).

Item 9.  Undertakings.

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

         (b)  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 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.

         (c)  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

         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 Valdese, State of North Carolina, on the 30th day of
June, 1998.

                              ALBA-WALDENSIAN, INC.

                                By /s/ Glenn J. Kennedy
                                       Glenn J. Kennedy
                                        Vice President, Treasurer,
                                         Secretary and Chief Financial Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                       Title                                Date

/s/ Clyde Wm. Engle         Chairman of the Board of               June 30, 1998
----------------------       Directors
Clyde Wm. Engle

/s/ Lee N. Mortenson        President, Chief Executive Officer     June 30, 1998
----------------------       and  Director (Principal  Executive
Lee N. Mortenson              Officer)

/s/ Glenn J. Kennedy        Vice President, Treasurer,             June 30, 1998
Glenn J. Kennedy             Secretary,  Chief Financial  Officer
                             and  Director  (Principal  Financial
                             and Accounting Officer)

/s/ Paul H. Albritton, Jr.  Director                               June 30, 1998
--------------------------
Paul H. Albritton, Jr.

/s/ William M. Cousins, Jr. Director                               June 30, 1998
---------------------------
William M. Cousins, Jr.

/s/ James M. Fawcett, Jr.   Director                               June 30, 1998
-------------------------
James M. Fawcett, Jr.

/s/ C. Alan Forbes          Director                               June 30, 1998
------------------
C. Alan Forbes

/s/ Joseph C. Minio         Director                               June 30, 1998
-------------------
Joseph C. Minio
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS
                                     Item 8

                                    FORM S-8
                             REGISTRATION STATEMENT

                              ALBA-WALDENSIAN, INC.
                          Commission File Number 1-6150

         Exhibit                    Description

           5              Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.

          23.1            Consent of BDO Seidman, LLP.

          23.2            Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
                            (contained in Exhibit 5).
EXHIBIT 5

June 30, 1998

Alba-Waldensian, Inc.
201 St. Germain Ave., S.W.
Valdese, North Carolina 28690

Gentlemen:

         You have  requested  our opinion in  connection  with the  registration
under the Securities Act of 1933, as amended,  of an aggregate of 250,000 shares
of the $2.50 par value  Common Stock (the  "Common  Stock") of  Alba-Waldensian,
Inc. (the "Company"),  a Delaware corporation,  by the Registration Statement on
Form S-8 (the  "Registration  Statement") to be filed by you with the Securities
and  Exchange  Commission  in  connection  with the  Company's  1993  Long  Term
Performance Plan.

         We have made such  investigations  of law,  examined  original  copies,
certified  or  otherwise  identified  to our  satisfaction,  of such  documents,
corporate records,  certificates of public officials and other instruments,  and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the 250,000 shares
of the Common Stock  covered by the  Registration  Statement  have been duly and
validly authorized and will be validly issued, fully paid and nonassessable when
issued in accordance the Company's 1993 Long Term  Performance  Plan and receipt
by the Company of the consideration therefor.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                                      Sincerely,

                                     KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
EXHIBIT 23.1

            Consent of Independent Certified Public Accountants

Alba-Waldensian, Inc.
Valdese, North Carolina

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement of our reports dated  February 6, 1998,  relating to the  consolidated
financial  statements and schedules of  Alba-Waldensian,  Inc.  appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.

Greensboro, North Carolina                                    BDO Seidman, LLP
June 30, 1998