As filed with the Securities and Exchange Commission on August 13, 1997.
                                                      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. 1997 STOCK INCENTIVE 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 LLP
                                 Sixteenth Floor
                           191 Peachtree Street, N.E.
                             Atlanta, Georgia 30303
                                 (404) 572-6600
                              --------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                                     <C>                         <C>                 <C>                     <C>    
------------------------------------------------------------------------------------------------------------------------------
  Title of each class of securities          Amount            Proposed maximum      Proposed maximum          Amount of
                to be                         to be           offering price per    aggregate offering       registration
             registered                    registered              share(1)              price(1)               fee(1)
------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value...........   5,000,000 shares            $10.84              $54,200,000             $16,424
------------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of Series A
  Participating Preferred Stock(2)...   5,000,000 rights
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(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 August 11, 1997 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. --------------------


<PAGE>


                                     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").


                                       I-1


<PAGE>


                                     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  28, 1996
     (Commission File No. 1-6853);

          (2) Quarterly Report on Form 10-Q for the quarter ended March 29, 1997
     (Commission File No. 1-6853); and

          (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 LLP, 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


                                      II-1


<PAGE>


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:

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).]

5              Opinion of Powell, Goldstein, Frazer & Murphy LLP.

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-2

<PAGE>


99             Form  of  Shaw  Industries,   Inc.  1997  Stock  Incentive  Plan.
               [Incorporated   herein  by   reference   to   Exhibit  A  to  the
               Registrant's  Definitive  Proxy  Statement  for the  1997  Annual
               Meeting of Shareholders on April 24, 1997.]

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,

                                      II-3

<PAGE>


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.


                                      II-4

<PAGE>


                                                                      EXHIBIT 23


                    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 21,
1997 included and  incorported  by reference in Shaw  Industries,  Inc.'s Annual
Report on Form 10-K for the year ended  December 28, 1996 and to all  references
to our Firm included in this Registration Statement.




                                                       ARTHUR ANDERSEN LLP




Atlanta, Georgia
August 5, 1997


                                      II-5

<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 July 24, 1997.

                                           SHAW INDUSTRIES, INC.



                                           By:/s/ Bennie M. Laughter
                                              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.


                                      II-6

<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.


    Signature                           Title                    Date


/s/ Robert E. Shaw
    Robert E. Shaw       Chairman of the Board, Chief
                         Executive Officer and Director
                         (Principal Executive Officer)
                                                            July 24, 1997


/s/ J.C. Shaw
    J.C. Shaw            Chairman Emeritus and
                         Director
                                                            July 24, 1997


/s/ W. Norris Little
    W. Norris Little     President and Chief Operating
                         Officer and Director
                                                            July 24, 1997


/s/ William C. Lusk, Jr.
    William C. Lusk, Jr. Senior Vice President,
                         Treasurer and Director
                         (Principal Financial and
                         Accounting Officer)
                                                            July 24, 1997


/s/ Kenneth G. Jackson
    Kenneth G. Jackson   Vice President and Chief
                         Financial Officer
                                                            July 24, 1997


/s/ Thomas G. Cousins
    Thomas G. Cousins
                         Director
                                                            July 24, 1997


/s/ S. Tucker Grigg
    S. Tucker Grigg
                         Director
                                                            July 24, 1997


/s/ Robert R. Harlin
    Robert R. Harlin
                         Director
                                                            July 24, 1997


/s/ J. Hicks Lanier
    J. Hicks Lanier
                         Director
                                                            July 24, 1997


                                      II-7

<PAGE>


/s/ Robert J. Lunn
    Robert J. Lunn
                         Director
                                                            July 24, 1997


/s/ R. Julian McCamy
    R. Julian McCamy
                         Director
                                                            July 24, 1997


01774418.W51


                                      II-8

<PAGE>


                                  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).]


5              Opinion of Powell, Goldstein, Frazer & Murphy LLP.


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).


99             Form  of  Shaw  Industries,   Inc.  1997  Stock  Incentive  Plan.
               [Incorporated   herein  by   reference   to   Exhibit  A  to  the
               Registrant's  Definitive  Proxy  Statement  for the  1997  Annual
               Meeting of Shareholders on April 24, 1997.]
[{"type": "S-8", "sequence": "1", "description": "AUGUST, 1997 FORM S-8", "secsgml_size_bytes": 21491}]
{"company-data": {"conformed-name": "SHAW INDUSTRIES INC", "cik": "0000089498", "assigned-sic": "2273", "irs-number": "581032521", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33489", "film-number": "97658446"}, "business-address": {"street1": "616 E WALNUT AVE", "street2": "P O DRAWER 2128", "city": "DALTON", "state": "GA", "zip": "30722", "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 August 13, 1997.
                                                      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. 1997 STOCK INCENTIVE 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 LLP
                                 Sixteenth Floor
                           191 Peachtree Street, N.E.
                             Atlanta, Georgia 30303
                                 (404) 572-6600
                              --------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
  Title of each class of securities          Amount            Proposed maximum      Proposed maximum          Amount of
                to be                         to be           offering price per    aggregate offering       registration
             registered                    registered              share(1)              price(1)               fee(1)
------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value...........   5,000,000 shares            $10.84              $54,200,000             $16,424
------------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of Series A
  Participating Preferred Stock(2)...   5,000,000 rights
------------------------------------------------------------------------------------------------------------------------------
(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 August 11, 1997 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. --------------------
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").

                                       I-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  28, 1996
     (Commission File No. 1-6853);

          (2) Quarterly Report on Form 10-Q for the quarter ended March 29, 1997
     (Commission File No. 1-6853); and

          (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 LLP, 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

                                      II-1
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:

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).]

5              Opinion of Powell, Goldstein, Frazer & Murphy LLP.

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-2
99             Form  of  Shaw  Industries,   Inc.  1997  Stock  Incentive  Plan.
               [Incorporated   herein  by   reference   to   Exhibit  A  to  the
               Registrant's  Definitive  Proxy  Statement  for the  1997  Annual
               Meeting of Shareholders on April 24, 1997.]

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,

                                      II-3
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.

                                      II-4
EXHIBIT 23

                    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 21,
1997 included and  incorported  by reference in Shaw  Industries,  Inc.'s Annual
Report on Form 10-K for the year ended  December 28, 1996 and to all  references
to our Firm included in this Registration Statement.

                                                       ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 5, 1997

                                      II-5
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 July 24, 1997.

                                           SHAW INDUSTRIES, INC.

                                           By:/s/ Bennie M. Laughter
                                              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.

                                      II-6
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.

    Signature                           Title                    Date

/s/ Robert E. Shaw
    Robert E. Shaw       Chairman of the Board, Chief
                         Executive Officer and Director
                         (Principal Executive Officer)
                                                            July 24, 1997

/s/ J.C. Shaw
    J.C. Shaw            Chairman Emeritus and
                         Director
                                                            July 24, 1997

/s/ W. Norris Little
    W. Norris Little     President and Chief Operating
                         Officer and Director
                                                            July 24, 1997

/s/ William C. Lusk, Jr.
    William C. Lusk, Jr. Senior Vice President,
                         Treasurer and Director
                         (Principal Financial and
                         Accounting Officer)
                                                            July 24, 1997

/s/ Kenneth G. Jackson
    Kenneth G. Jackson   Vice President and Chief
                         Financial Officer
                                                            July 24, 1997

/s/ Thomas G. Cousins
    Thomas G. Cousins
                         Director
                                                            July 24, 1997

/s/ S. Tucker Grigg
    S. Tucker Grigg
                         Director
                                                            July 24, 1997

/s/ Robert R. Harlin
    Robert R. Harlin
                         Director
                                                            July 24, 1997

/s/ J. Hicks Lanier
    J. Hicks Lanier
                         Director
                                                            July 24, 1997

                                      II-7
/s/ Robert J. Lunn
    Robert J. Lunn
                         Director
                                                            July 24, 1997

/s/ R. Julian McCamy
    R. Julian McCamy
                         Director
                                                            July 24, 1997

01774418.W51

                                      II-8
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).]

5              Opinion of Powell, Goldstein, Frazer & Murphy LLP.

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).

99             Form  of  Shaw  Industries,   Inc.  1997  Stock  Incentive  Plan.
               [Incorporated   herein  by   reference   to   Exhibit  A  to  the
               Registrant's  Definitive  Proxy  Statement  for the  1997  Annual
               Meeting of Shareholders on April 24, 1997.]