As filed with the Securities and Exchange Commission on May 31, 2000.
                                                           File No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      _____________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                      _____________________________________

                          KRISPY KREME DOUGHNUTS, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>

<S>                                        <S>                                         <C>
        North Carolina                                 5812                                 56-2169715
(State or other jurisdiction of            (Primary Standard Industrial                  (I.R.S. Employer
incorporation or organization)             Classification Code Number)                  Identification No.)
</TABLE>

                                                      Scott A. Livengood
                                                    Chairman of the Board,
                                           President and Chief Executive Officer
       370 Knollwood Street                           370 Knollwood Street
Winston-Salem, North Carolina 27103         Winston-Salem, North Carolina 27103
          (336) 725-2981                               (336) 725-2981
(Address, including zip code, and           (Name, address, including zip code,
telephone number, including area            and telephone number including area
 code, of registrant's principal                 code, of agent for service)
      executive offices)

            KRISPY KREME DOUGHNUT CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)
                      _____________________________________

                                   Copies to:

                               Frank Murphy, Esq.
                             Kilpatrick Stockton LLP
                             1001 West Fourth Street
                             Winston-Salem, NC 27101
                                 (336) 607-7300
                              (336) 607-7500 (fax)

________________________________________________________________________________

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
<TABLE>
<CAPTION>
                                                         Proposed Maximum           Proposed Maximum
    Title of Securities           Amount to be            Offering Price           Aggregate Offering       Amount of Registration
      to be Registered             Registered <F1>          Per Share <F2>               Price                        Fee

----------------------------- ---------------------- ------------------------- --------------------------- -------------------------
<S>                               <C>                      <C>                        <C>                        <C>
Common Stock, no                  1,558,000 <F3>           $ 5.18 <F4>                $ 8,070,440
par value per share                 692,000 <F5>           $46.44 <F6>                $32,136,480                $10,615.00
                                                                                      -----------
                                                                                      $40,206,920
----------------------------- ---------------------- ------------------------- --------------------------- -------------------------

<FN>
<F1> Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement  also covers any  additional  securities  to be offered or issued
     from stock splits, stock dividends or similar transactions.

<F2> Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rules  457(c) and 457(h)(1)  under the  Securities Act of 1933,
     as amended.

<F3> Represents the number of shares being registered that may be purchased upon
     exercise of stock options  currently granted  under the  Registrant's  1998
     Stock Option Plan.

<F4> Based on the exercise price of options currently outstanding.

<F5> Represents  the  maximum  number of  shares  being  registered  that may be
     purchased  upon exercise of stock options that may be granted in the future
     under the Registrant's 1998 Stock Option Plan.

<F6> Based on the average of the high and low  sales prices of the  Registrant's
     Common Stock, as reported on NASDAQ on May 24, 2000.
</FN>
</TABLE>


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registration Information and Employee Plan Annual Information.*
____________

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE
              ---------------------------------------

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission (the "SEC")

         (1)      The  Registrant's Registration Statement on Form S-1, filed on
                  December 16, 1999,  as amended, SEC File Number 333-92909 (the
                  "S-1"), and

         (2)      The description of the Registrant's Common Stock, no par value
                  per share,  contained in the section entitled  "Description of
                  Securities"  of the S-1,  including all amendments and reports
                  filed for the purpose of updating such description.

         All documents  subsequently  filed by the Registrant with the SEC under
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment to this Registration
Statement  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date of  filing  of  such  documents.  Any  statement  in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is or deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any statement so modified or superseded shall not
be deemed,  except as so modified or  superseded,  to  constitute a part of this
Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES
              -------------------------

         Not applicable  (the Common Stock is registered  under Section 12(b) of
the Exchange Act).

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL
              --------------------------------------

         The  validity of the shares of Common Stock  issuable  under the Krispy
Kreme Doughnut  Corporation  1998 Stock Option Plan has been passed upon for the
Registrant  by Frank  Murphy,  Esq.,  Kilpatrick  Stockton  LLP,  Counsel to the
Registrant.   As  of  May  18,  2000,   attorneys  at  Kilpatrick  Stockton  LLP
participating  in this matter on behalf of  Kilpatrick  Stockton LLP owned 1,650
shares of the common stock of the Company.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS
              -----------------------------------------

         The Registrant's bylaws provide for indemnification of directors to the
fullest extent  permitted by North Carolina law. The articles of  incorporation,
to the extent  permitted by North Carolina law,  eliminate or limit the personal
liability of directors to Krispy Kreme and its shareholders for monetary damages
for  breach  of the duty of care.  Such  indemnification  may be  available  for
liabilities  arising  in  connection  with this  offering.  To the  extent  that
limitation of liability or indemnification  for liabilities under the Securities
Act may be permitted to directors, officers, or persons controlling Krispy Kreme
under the foregoing  provisions,  the  Registrant has been informed that, in the
opinion of the SEC, such  indemnification  is against public policy as expressed
in the Securities Act of 1933, as amended, and is therefore  unenforceable.  The
Registrant's bylaws also allow it to indemnify its officers,  employees, agents,
and other  persons to the fullest  extent  permitted by North  Carolina law. The
Registrant's  bylaws  obligate  it,  under  certain  circumstances,  to  advance
expenses to its  directors,  officers,  employees,  and agents in  defending  an
action,  suit,  or  proceeding  for which  indemnification  may be  sought.  The
Registrant  can also  indemnify  someone  serving at its  request as a director,
officer, trustee,  partner,  employee, or agent of one of its subsidiaries or of
any other organization against these liabilities.

         The Registrant's  bylaws also provide that it has the power to purchase
and  maintain  insurance  on  behalf  of any  person  who  is or was  one of its
directors, officers, employees, or agents against any liability asserted against
that person or incurred  by that person in these  capacities,  whether or not it
would have the power to indemnify  that person against these  liabilities  under
North Carolina law. The Registrant  maintains  insurance on behalf of all of its
directors and executive officers.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED
              -----------------------------------

         Not applicable.

ITEM 8.       EXHIBITS
              --------

EXHIBIT NO.      DESCRIPTION
-----------      -----------

4.1              Articles of Incorporation  (incorporated herein by reference to
                 Exhibit 3.1 to Form S-1).

4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to Form
                 S-1).

4.3              Form  of  common  stock  certificate  (incorporated  herein  by
                 reference to Exhibit 4.1 to Form S-1).

4.4              Rights  Agreement  between the  Company and Branch  Banking and
                 Trust  Company,  as Rights Agent,  dated as of January 18, 2000
                 (incorporated herein by reference to Exhibit 4.2 to Form S-1).

5                Opinion and consent of Kilpatrick Stockton LLP.

23.1             Consent of PricewaterhouseCoopers LLP.

23.2             Consent  of  Kilpatrick  Stockton  LLP  (included  in Exhibit 5
                 hereto).

24               Powers of Attorney.

ITEM 9.       UNDERTAKINGS
              ------------

         The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (a)  to include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (b) to reflect in the  prospectus  any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes
         in volume and price  represent no more than a 20% change in the maximum
         aggregate  offering price set forth in the "Calculation of Registration
         Fee" table in the effective registration statement; and

                  (c) 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;

<PAGE>

provided,  however,  that  paragraphs  (1)(a)  and  (1)(b)  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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 the purposes of
determining  any  liability  under  the  Securities  Act,  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 this 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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   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  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act of 1933,  Krispy
Kreme Doughnuts,  Inc. has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Winston-Salem, North Carolina, on May 22, 2000.

                          KRISPY KREME DOUGHNUTS, INC.


                          By:  /s/SCOTT A. LIVENGOOD
                              --------------------------------------------------
                              Scott A. Livengood, Chairman of the Board of
                              Directors, President, and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed on May 22, 2000, by the following persons
in the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE                            POSITION
---------                            --------

<C>                                 <S>

/s/SCOTT A. LIVENGOOD                Chairman of the Board of Directors, President and Chief
---------------------------          Executive Officer (Principal Executive Officer)
Scott A. Livengood


/s/JOHN N. MCALEER                   Chairman of the Board of Directors and
---------------------------          Executive Vice President, Concept Development
John N. McAleer


/s/J. PAUL BREITBACH                 Executive Vice President, Finance, Administration
---------------------------          and Support Operations (Principal Financial and
J. Paul Breitbach                    Accounting Officer)


/s/FRANK E. GUTHRIE                  Director
---------------------------
Frank E. Guthrie


/s/WILLIAM T. LYNCH                  Director
---------------------------
William T. Lynch


/s/JOSEPH A. MCALEER, JR.            Director
---------------------------
Joseph A. McAleer, Jr.

/s/ROBERT L. MCCOY                   Director
---------------------------
Robert L. McCoy


/s/ROBERT J. SIMMONS                 Director
---------------------------
Robert J. Simmons


/s/STEVEN D. SMITH                   Director
---------------------------
Steven D. Smith


/s/ROBERT L. STRICKLAND              Director
---------------------------
Robert L. Strickland
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION
-----------      -----------

4.1              Articles of Incorporation  (incorporated herein by reference to
                 Exhibit 3.1 to Form S-1).

4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to Form
                 S-1).

4.3              Form  of  common  stock  certificate  (incorporated  herein  by
                 reference to Exhibit 4.1 to Form S-1).

4.4              Rights  Agreement  between the  Company and Branch  Banking and
                 Trust  Company,  as Rights Agent,  dated as of January 18, 2000
                 (incorporated herein by reference to Exhibit 4.2 to Form S-1).

5                Opinion and consent of Kilpatrick Stockton LLP.

23.1             Consent of PricewaterhouseCoopers LLP.

23.2             Consent  of  Kilpatrick  Stockton  LLP  (included  in Exhibit 5
                 hereto).

24               Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT FOR 1998 STOCK OPTION PLAN", "secsgml_size_bytes": 19014}]
{"company-data": {"conformed-name": "KRISPY KREME DOUGHNUTS INC", "cik": "0001100270", "assigned-sic": "5812", "irs-number": "562169715"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38236", "film-number": "647269"}, "business-address": {"street1": "370 KNOLLWOOD ST.", "street2": "SUITE 500", "city": "WINSTON SALEM", "state": "NC", "zip": "27103", "phone": "3367222981"}, "mail-address": {"street1": "370 KNOLLWOOD ST", "street2": "SUITE 500", "city": "WINSTON SALEM", "state": "NC", "zip": "27103"}}
As filed with the Securities and Exchange Commission on May 31, 2000.
                                                           File No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      _____________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                      _____________________________________

                          KRISPY KREME DOUGHNUTS, INC.
             (Exact name of registrant as specified in its charter)
North Carolina                                 5812                                 56-2169715
(State or other jurisdiction of            (Primary Standard Industrial                  (I.R.S. Employer
incorporation or organization)             Classification Code Number)                  Identification No.)
Scott A. Livengood
                                                    Chairman of the Board,
                                           President and Chief Executive Officer
       370 Knollwood Street                           370 Knollwood Street
Winston-Salem, North Carolina 27103         Winston-Salem, North Carolina 27103
          (336) 725-2981                               (336) 725-2981
(Address, including zip code, and           (Name, address, including zip code,
telephone number, including area            and telephone number including area
 code, of registrant's principal                 code, of agent for service)
      executive offices)

            KRISPY KREME DOUGHNUT CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)
                      _____________________________________

                                   Copies to:

                               Frank Murphy, Esq.
                             Kilpatrick Stockton LLP
                             1001 West Fourth Street
                             Winston-Salem, NC 27101
                                 (336) 607-7300
                              (336) 607-7500 (fax)

________________________________________________________________________________

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Maximum           Proposed Maximum
    Title of Securities           Amount to be            Offering Price           Aggregate Offering       Amount of Registration
      to be Registered             Registered
Per Share
Price                        Fee

----------------------------- ---------------------- ------------------------- --------------------------- -------------------------
Common Stock, no                  1,558,000
$ 5.18
$ 8,070,440
par value per share                 692,000
$46.44
$32,136,480                $10,615.00
                                                                                      -----------
                                                                                      $40,206,920
----------------------------- ---------------------- ------------------------- --------------------------- -------------------------
Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement  also covers any  additional  securities  to be offered or issued
     from stock splits, stock dividends or similar transactions.
Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rules  457(c) and 457(h)(1)  under the  Securities Act of 1933,
     as amended.
Represents the number of shares being registered that may be purchased upon
     exercise of stock options  currently granted  under the  Registrant's  1998
     Stock Option Plan.
Based on the exercise price of options currently outstanding.
Represents  the  maximum  number of  shares  being  registered  that may be
     purchased  upon exercise of stock options that may be granted in the future
     under the Registrant's 1998 Stock Option Plan.
Based on the average of the high and low  sales prices of the  Registrant's
     Common Stock, as reported on NASDAQ on May 24, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registration Information and Employee Plan Annual Information.*
____________

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE
              ---------------------------------------

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission (the "SEC")

         (1)      The  Registrant's Registration Statement on Form S-1, filed on
                  December 16, 1999,  as amended, SEC File Number 333-92909 (the
                  "S-1"), and

         (2)      The description of the Registrant's Common Stock, no par value
                  per share,  contained in the section entitled  "Description of
                  Securities"  of the S-1,  including all amendments and reports
                  filed for the purpose of updating such description.

         All documents  subsequently  filed by the Registrant with the SEC under
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment to this Registration
Statement  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date of  filing  of  such  documents.  Any  statement  in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is or deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any statement so modified or superseded shall not
be deemed,  except as so modified or  superseded,  to  constitute a part of this
Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES
              -------------------------

         Not applicable  (the Common Stock is registered  under Section 12(b) of
the Exchange Act).

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL
              --------------------------------------

         The  validity of the shares of Common Stock  issuable  under the Krispy
Kreme Doughnut  Corporation  1998 Stock Option Plan has been passed upon for the
Registrant  by Frank  Murphy,  Esq.,  Kilpatrick  Stockton  LLP,  Counsel to the
Registrant.   As  of  May  18,  2000,   attorneys  at  Kilpatrick  Stockton  LLP
participating  in this matter on behalf of  Kilpatrick  Stockton LLP owned 1,650
shares of the common stock of the Company.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS
              -----------------------------------------

         The Registrant's bylaws provide for indemnification of directors to the
fullest extent  permitted by North Carolina law. The articles of  incorporation,
to the extent  permitted by North Carolina law,  eliminate or limit the personal
liability of directors to Krispy Kreme and its shareholders for monetary damages
for  breach  of the duty of care.  Such  indemnification  may be  available  for
liabilities  arising  in  connection  with this  offering.  To the  extent  that
limitation of liability or indemnification  for liabilities under the Securities
Act may be permitted to directors, officers, or persons controlling Krispy Kreme
under the foregoing  provisions,  the  Registrant has been informed that, in the
opinion of the SEC, such  indemnification  is against public policy as expressed
in the Securities Act of 1933, as amended, and is therefore  unenforceable.  The
Registrant's bylaws also allow it to indemnify its officers,  employees, agents,
and other  persons to the fullest  extent  permitted by North  Carolina law. The
Registrant's  bylaws  obligate  it,  under  certain  circumstances,  to  advance
expenses to its  directors,  officers,  employees,  and agents in  defending  an
action,  suit,  or  proceeding  for which  indemnification  may be  sought.  The
Registrant  can also  indemnify  someone  serving at its  request as a director,
officer, trustee,  partner,  employee, or agent of one of its subsidiaries or of
any other organization against these liabilities.

         The Registrant's  bylaws also provide that it has the power to purchase
and  maintain  insurance  on  behalf  of any  person  who  is or was  one of its
directors, officers, employees, or agents against any liability asserted against
that person or incurred  by that person in these  capacities,  whether or not it
would have the power to indemnify  that person against these  liabilities  under
North Carolina law. The Registrant  maintains  insurance on behalf of all of its
directors and executive officers.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED
              -----------------------------------

         Not applicable.

ITEM 8.       EXHIBITS
              --------

EXHIBIT NO.      DESCRIPTION
-----------      -----------

4.1              Articles of Incorporation  (incorporated herein by reference to
                 Exhibit 3.1 to Form S-1).

4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to Form
                 S-1).

4.3              Form  of  common  stock  certificate  (incorporated  herein  by
                 reference to Exhibit 4.1 to Form S-1).

4.4              Rights  Agreement  between the  Company and Branch  Banking and
                 Trust  Company,  as Rights Agent,  dated as of January 18, 2000
                 (incorporated herein by reference to Exhibit 4.2 to Form S-1).

5                Opinion and consent of Kilpatrick Stockton LLP.

23.1             Consent of PricewaterhouseCoopers LLP.

23.2             Consent  of  Kilpatrick  Stockton  LLP  (included  in Exhibit 5
                 hereto).

24               Powers of Attorney.

ITEM 9.       UNDERTAKINGS
              ------------

         The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (a)  to include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (b) to reflect in the  prospectus  any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes
         in volume and price  represent no more than a 20% change in the maximum
         aggregate  offering price set forth in the "Calculation of Registration
         Fee" table in the effective registration statement; and

                  (c) 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)(a)  and  (1)(b)  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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 the purposes of
determining  any  liability  under  the  Securities  Act,  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 this 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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   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  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act of 1933,  Krispy
Kreme Doughnuts,  Inc. has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Winston-Salem, North Carolina, on May 22, 2000.

                          KRISPY KREME DOUGHNUTS, INC.

                          By:  /s/SCOTT A. LIVENGOOD
                              --------------------------------------------------
                              Scott A. Livengood, Chairman of the Board of
                              Directors, President, and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed on May 22, 2000, by the following persons
in the capacities indicated.
SIGNATURE                            POSITION
---------                            --------
/s/SCOTT A. LIVENGOOD                Chairman of the Board of Directors, President and Chief
---------------------------          Executive Officer (Principal Executive Officer)
Scott A. Livengood

/s/JOHN N. MCALEER                   Chairman of the Board of Directors and
---------------------------          Executive Vice President, Concept Development
John N. McAleer

/s/J. PAUL BREITBACH                 Executive Vice President, Finance, Administration
---------------------------          and Support Operations (Principal Financial and
J. Paul Breitbach                    Accounting Officer)

/s/FRANK E. GUTHRIE                  Director
---------------------------
Frank E. Guthrie

/s/WILLIAM T. LYNCH                  Director
---------------------------
William T. Lynch

/s/JOSEPH A. MCALEER, JR.            Director
---------------------------
Joseph A. McAleer, Jr.

/s/ROBERT L. MCCOY                   Director
---------------------------
Robert L. McCoy

/s/ROBERT J. SIMMONS                 Director
---------------------------
Robert J. Simmons

/s/STEVEN D. SMITH                   Director
---------------------------
Steven D. Smith

/s/ROBERT L. STRICKLAND              Director
---------------------------
Robert L. Strickland
EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION
-----------      -----------

4.1              Articles of Incorporation  (incorporated herein by reference to
                 Exhibit 3.1 to Form S-1).

4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to Form
                 S-1).

4.3              Form  of  common  stock  certificate  (incorporated  herein  by
                 reference to Exhibit 4.1 to Form S-1).

4.4              Rights  Agreement  between the  Company and Branch  Banking and
                 Trust  Company,  as Rights Agent,  dated as of January 18, 2000
                 (incorporated herein by reference to Exhibit 4.2 to Form S-1).

5                Opinion and consent of Kilpatrick Stockton LLP.

23.1             Consent of PricewaterhouseCoopers LLP.

23.2             Consent  of  Kilpatrick  Stockton  LLP  (included  in Exhibit 5
                 hereto).

24               Powers of Attorney.