As filed with the Securities and Exchange Commission on October 4, 2000.
                                                             File No.___________


                       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.)

                                                                                   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 telephone number,            (Name, address, including zip code, and telephone number,
      including area code, of registrant's                               including area code, of agent for service)
         principal executive offices)
</TABLE>


             KRISPY KREME DOUGHNUTS, INC. 2000 STOCK INCENTIVE 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)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                     <C>                     <C>
                                                         Proposed Maximum         Proposed Maximum
     Title of Securities           Amount to be           Offering Price         Aggregate Offering      Amount of Registration Fee
      to be Registered            Registered <F1>          Per Share <F2>              Price
------------------------------ --------------------- ------------------------- ----------------------- -----------------------------
Common Stock, no                     883,000 <F3>            $83.75 <F5>           $73,951,250
par value per share                  117,000 <F4>            $59.06 <F6>           $ 6,910,020             $21,347
                                                                                   -----------
                                                                                   $80,861,270
------------------------------ --------------------- ------------------------- ----------------------- -----------------------------
<FN>
<F1> Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  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 maximum number of shares that may be purchased upon exercise
     of stock options that may be granted in the  future under the  Registrant's
     2000 Stock Incentive Plan.

<F4> Represents  the  number of  shares being  registered that may be  purchased
     upon  exercise  of stock  options currently granted under the  Registrant's
     2000 Stock Incentive Plan.

<F5> Based on the average of the high and low sales  prices of the  Registrant's
     Common Stock, as reported on NASDAQ on September 29, 2000.

<F6> Based on the exercise price of options currently outstanding.
</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 "Commission"):

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

         (2)      The  Registrant's  Quarterly Report on Form 10-Q for the three
                  months  ended  April 30,  2000,  as filed with the  Commission
                  pursuant to Section 13 of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act");

         (3)      The  Registrant's  Quarterly Report on Form 10-Q for the three
                  months  ended  July 30,  2000,  as filed  with the  Commission
                  pursuant to Section 13 of the Exchange Act; and

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

         All documents  subsequently filed by the Registrant with the Commission
under  Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act,  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  Doughnuts,  Inc. 2000 Stock  Incentive  Plan has been passed upon for the
Registrant  by Frank  Murphy,  Esq.,  Kilpatrick  Stockton  LLP,  Counsel to the
Registrant.  As of  September 25, 2000, attorneys  at  Kilpatrick  Stockton  LLP
participating  in this matter on behalf of  Kilpatrick Stockton  LLP owned 1,450
shares of the Common Stock of the Registrant.

<PAGE>

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

         The Registrant's  Bylaws provide that the Registrant will indemnify any
person who serves as a director,  officer,  employee, or agent of the Registrant
or, at the request of the Registrant, as a director,  officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust, or
other  enterprise to the fullest extent  permitted by North Carolina law against
any liability  incurred in any action,  suit, or proceeding  arising out of such
service. The Registrant's Bylaws also 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's  Articles  of  Incorporation  eliminate  or limit the
personal  liability of  directors to the  Registrant  and its  shareholders  for
monetary  damages  for  breach  of their  duties  as  directors,  to the  extent
permitted by North Carolina law. Under the North Carolina  Business  Corporation
Act, a corporation may not indemnify a director with respect to activities which
at the time taken were known or believed by him or her to be clearly in conflict
with the best interests of the corporation.

         The Registrant's  Bylaws also provide that it may purchase and maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
or agent of the Registrant against any liability asserted against that person or
incurred by that person in such capacity, whether or not it would have the power
to indemnify that person  against such  liability  under North Carolina law. The
Registrant  maintains  insurance  for the benefit 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                 Articles of Amendment.

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

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

4.5                 Rights  Agreement  between the Registrant 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.

10.1                Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan.

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:

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

<PAGE>

                  (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.  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 Commission  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

                  (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 with or  furnished to the
Commission  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 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 Commission 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 October 4, 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 October 4, 2000,  by the  following
persons in the capacities indicated.

<TABLE>
<CAPTION>
Signature                                         Position
---------                                         --------
<S>                                               <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 Breitback                            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/ Mary Davis Holt                              Director
------------------------------------
Mary Davis Holt

 /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/ James H. Morgan                              Director
------------------------------------
James H. Morgan

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

 /s/ Robert L. Strickland                         Director
------------------------------------
Robert L. Strickland

 /s/ Togo D. West, Jr.                            Director
------------------------------------
Togo D. West, Jr.
</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                 Articles of Amendment.

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

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

4.5                 Rights  Agreement  between the Registrant 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.

10.1                Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan.

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": "sip-reg.txt", "description": "KRISPY KREME FORM S-8 (SIP)", "secsgml_size_bytes": 20401}]
{"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": "333-47326", "film-number": "734955"}, "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 October 4, 2000.
                                                             File No.___________

                       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 telephone number,            (Name, address, including zip code, and telephone number,
      including area code, of registrant's                               including area code, of agent for service)
         principal executive offices)
KRISPY KREME DOUGHNUTS, INC. 2000 STOCK INCENTIVE 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 Fee
      to be Registered            Registered
Per Share
Price
------------------------------ --------------------- ------------------------- ----------------------- -----------------------------
Common Stock, no                     883,000
$83.75
$73,951,250
par value per share                  117,000
$59.06
$ 6,910,020             $21,347
                                                                                   -----------
                                                                                   $80,861,270
------------------------------ --------------------- ------------------------- ----------------------- -----------------------------
Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  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 maximum number of shares that may be purchased upon exercise
     of stock options that may be granted in the  future under the  Registrant's
     2000 Stock Incentive Plan.
Represents  the  number of  shares being  registered that may be  purchased
     upon  exercise  of stock  options currently granted under the  Registrant's
     2000 Stock Incentive Plan.
Based on the average of the high and low sales  prices of the  Registrant's
     Common Stock, as reported on NASDAQ on September 29, 2000.
Based on the exercise price of options currently outstanding.
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 "Commission"):

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

         (2)      The  Registrant's  Quarterly Report on Form 10-Q for the three
                  months  ended  April 30,  2000,  as filed with the  Commission
                  pursuant to Section 13 of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act");

         (3)      The  Registrant's  Quarterly Report on Form 10-Q for the three
                  months  ended  July 30,  2000,  as filed  with the  Commission
                  pursuant to Section 13 of the Exchange Act; and

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

         All documents  subsequently filed by the Registrant with the Commission
under  Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act,  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  Doughnuts,  Inc. 2000 Stock  Incentive  Plan has been passed upon for the
Registrant  by Frank  Murphy,  Esq.,  Kilpatrick  Stockton  LLP,  Counsel to the
Registrant.  As of  September 25, 2000, attorneys  at  Kilpatrick  Stockton  LLP
participating  in this matter on behalf of  Kilpatrick Stockton  LLP owned 1,450
shares of the Common Stock of the Registrant.
ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS
              -----------------------------------------

         The Registrant's  Bylaws provide that the Registrant will indemnify any
person who serves as a director,  officer,  employee, or agent of the Registrant
or, at the request of the Registrant, as a director,  officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust, or
other  enterprise to the fullest extent  permitted by North Carolina law against
any liability  incurred in any action,  suit, or proceeding  arising out of such
service. The Registrant's Bylaws also 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's  Articles  of  Incorporation  eliminate  or limit the
personal  liability of  directors to the  Registrant  and its  shareholders  for
monetary  damages  for  breach  of their  duties  as  directors,  to the  extent
permitted by North Carolina law. Under the North Carolina  Business  Corporation
Act, a corporation may not indemnify a director with respect to activities which
at the time taken were known or believed by him or her to be clearly in conflict
with the best interests of the corporation.

         The Registrant's  Bylaws also provide that it may purchase and maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
or agent of the Registrant against any liability asserted against that person or
incurred by that person in such capacity, whether or not it would have the power
to indemnify that person  against such  liability  under North Carolina law. The
Registrant  maintains  insurance  for the benefit 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                 Articles of Amendment.

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

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

4.5                 Rights  Agreement  between the Registrant 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.

10.1                Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan.

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:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act;
(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.  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 Commission  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

                  (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 with or  furnished to the
Commission  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 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 Commission 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 October 4, 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 October 4, 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 Breitback                            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/ Mary Davis Holt                              Director
------------------------------------
Mary Davis Holt

 /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/ James H. Morgan                              Director
------------------------------------
James H. Morgan

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

 /s/ Robert L. Strickland                         Director
------------------------------------
Robert L. Strickland

 /s/ Togo D. West, Jr.                            Director
------------------------------------
Togo D. West, Jr.
EXHIBIT INDEX

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

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

4.2                 Articles of Amendment.

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

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

4.5                 Rights  Agreement  between the Registrant 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.

10.1                Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan.

23.1                Consent of PricewaterhouseCoopers LLP.

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

24                  Powers of Attorney.