SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                        FORM 10-K
(Mark One)
     |x|ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
                    For the fiscal year ended December 30, 1995
                                          OR

     |_|TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________ to __________
                                       Commission File
                                        Number 1-6853
- ----------------------------------------------------------------------------
                            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 Number)

       616 East Walnut Avenue,
            Dalton, Georgia                                  30720
(Address of principal executive offices)                     (Zip Code)

   Registrant's telephone number including area code: 706/278-3812

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                            Name of Each Exchange
          Title of Each Class              On Which Registered
       Common Stock, No Par Value           The New York Stock Exchange
          $1.11 Stated Value               The Pacific Stock Exchange

    Rights to Purchase Series A
   Participating Preferred Stock             The New York Stock Exchange
     $.50 Stated Value                        The Pacific Stock Exchange

    SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF ACT: None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filled by Section 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was  required to file such  reports and (2) has been subject to such
filing requirements for the past 90 days. Yes x No_____

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     Aggregate  market value of the voting stock held by  non-affiliates  of the
registrant,  computed by  reference  to the closing  sales price on The New York
Stock Exchange on March 15, 1996 was: $1,332,896,623

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.
 
         Title of Each Class           Outstanding  at  March  15, 1996
    Common Stock, No Par Value                 137,146,418     Shares
               
   DOCUMENTS INCORPORATED BY REFERENCE
1995 Annual Report to Shareholders --- Part II.
Definitive  Proxy  Statement for the 1996 Annual Meeting of Shareholders on
April 25, 1996 --- Part III.





                              PART I

Item I.  Business

     Shaw  Industries,  Inc.  ("Shaw" or the  "Company") is the world's  largest
carpet manufacturer based on both revenue and volume of production. Shaw designs
and  manufactures  approximately  2,300  styles of tufted  and woven  carpet for
residential and commercial use under the PHILADELPHIA,  TRUSTMARK, CABIN CRAFTS,
SHAW  COMMERCIAL  CARPETS,  STRATTON,  NETWORX,  SHAWMARK,  EVANS BLACK,  SALEM,
SUTTON, KOSSET, CROSSLEY, ABINGDON, REDBOOK, MINSTER and INVICTA trade names and
under certain private labels. The Company's  manufacturing  operations are fully
integrated  from the  processing of yarns  through the finishing of carpet.  The
Company's  carpet  is sold in a broad  range of  prices,  patterns,  colors  and
textures  with the  majority  of its sales in the  medium to high  retail  price
range.  Shaw sells its products to retailers,  distributors and commercial users
throughout the United States, Canada, Mexico,  Australia and the United Kingdom,
and to a lesser degree, exports to additional overseas markets.
     On May 31,  1994,  the Company  formed a joint  venture  (the "Terza  Joint
Venture") with Grupo Industrial Alfa, S.A. de C.V. of Monterrey, Mexico, for the
manufacture,  distribution  and marketing of carpets,  rugs and related products
primarily  in Mexico and South  America.  The Company  originally  acquired a 51
percent  interest in the Terza Joint Venture for  $14,050,000,  and accordingly,
the joint venture's  financial  statements were  consolidated with the Company's
financial  statements  at December  31,  1994.  Effective  January 1, 1995,  the
Company  sold a 2 percent  interest  in the Terza  Joint  Venture  for  $550,000
reducing its interest to 49 percent.  As a result,  the Company's  investment in
the Terza Joint  Venture is being  accounted  for using the equity  method.  The
deconsolidation  of the Terza Joint Venture had an  insignificant  effect on the
Company's  consolidated  total assets and net sales as of and for the year ended
December 30, 1995.
     On  January  9,  1995,  the  Company  acquired  through  its  wholly  owned
subsidiary,  Carpets  International (U.K.) Plc,  substantially all the operating
assets  of  the  Carpets  Division  of  Coats  Viyella  Plc  for   approximately
$29,503,000.  The acquisition was accounted for as a purchase,  and accordingly,
the purchase  price has been  allocated to the assets  acquired and  liabilities
assumed  based  on  management's  estimate  of  their  fair  values  as  of  the
acquisition date.
     In  December  1995,  the  Company  announced  a  new  retail  and  contract
distribution  strategy and subsequently  executed letters of intent to acquire a
company which owns and franchises  residential  floorcovering centers throughout
the United States, as well as several commercial carpet contractors. In February
1996, the Company initiated this new distribution  program by completing certain
of these transactions.  The Company believes that, by combining the resources of
the manufacturer and retailer and developing a contract distribution network, it
can provide a full range of products and services to more  effectively  meet the
needs of the end-users of both  residential  and commercial  carpet  products at
significantly improved margins.
     The Company,  based upon its  international  growth which began in 1993 and
continued into 1995, is now positioned to supply the Australian, Pacific Rim and
European markets with high quality  products.  For 1995 and 1994,  international
operations  accounted  for 12.6  percent and 10.4 percent of the  Company's  net
sales,  respectively.  As a result of its  foreign  expansion,  the  Company has
limited  exposure to  fluctuations  in foreign  currency  exchange  rates on its
intercompany   payables. The Company may employ foreign exchange
contracts  when,  in the  normal  course of  business,  they are  determined  to
effectively manage and reduce such exposure.  Geographical information about the
Company's sales,  operating  profit and  identifiable  assets is incorporated by
reference to pages 19 and 20 of Exhibit 13 to this report


Products and Marketing

     Substantially all carpet  manufactured by the Company is tufted carpet made
from  nylon,  polypropylene  yarn and  wool.  In the  tufting  process,  yarn is
inserted by multiple needles into a synthetic  backing,  forming loops which may
be cut  or  left  uncut,  depending  on the  desired  texture  or  construction.
According  to industry  estimates,  tufted  carpet  accounted  for 91.4% of unit
volume  shipments  of carpet  manufactured  in the United  States  during  1995.
Substantially  all  carpet  manufactured  in the  United  States  is  made  from
synthetic  fibers,  with nylon accounting for 63.6% of the total,  polypropylene
28.5%,  polyester  7.5% and wool  0.4%.   During  1995,  the  Company  processed
approximately 95% of its requirements for carpet yarn in its own yarn processing
facilities.
     The  Company   believes   that  its   significant   investment  in  modern,
state-of-the-art  equipment  has  been an  important  factor  in  achieving  and
maintaining  its leadership  position in the  marketplace.  During the past five
fiscal years,  the Company has invested  approximately  $696 million in property
additions.  The Company continually seeks opportunities for increasing its sales
volume and market  share.  For  example,  the  Company  continues  to expand its
product lines of carpet manufactured from polypropylene fiber,  including fibers
produced by the  Company's  own  extrusion  equipment.  The  Company  also has a
manufacturing  facility for the  production  of carpet tiles for the  commercial
market.
     The  overall  level of sales for the  Company  and the carpet  industry  is
influenced by a number of factors,  including  consumer  confidence and spending
for durable goods,  interest  rates,  turnover in housing,  the condition of the
residential  construction  industry and the overall strength of the economy. The
Company's  international  operations  are also  impacted by the markets in which
they operate.
     The marketing of carpet is influenced  significantly  by current  trends in
style and fashion,  principally color trends. The Company believes it has been a
leader in the  development of color  technology in the carpet  industry and that
its dyeing  facilities  are among the most modern and versatile in the industry.
The Company  maintains an in-house  product  development  department to identify
developing  color and style trends  which are expected to affect its  customers'
buying decisions.  This department is strengthened by the Company's Research and
Development Center. This state-of-the-art  complex includes a 75,000 square foot
pilot plant  featuring  sample  extrusion,  yarn  processing,  tufting,  dyeing,
coating  and   shearing   equipment,   and  three  fiber  and  dye   development
laboratories.

Sales and Distribution

     The  Company's  products are marketed  domestically  by  approximately  940
salaried  sales  personnel  in  its  various  marketing  divisions  directly  to
retailers and distributors and to large national  accounts through the Company's
National Accounts Division. The Company's ten (10) regional warehouse facilities
and eight (8)  redistribution  centers,  along with its  centralized  management
information system, enable it to provide prompt delivery of its products to both
its retail  customers and  wholesale  distributors.  The  Company's  substantial
investment  in  management  information  systems  permits  efficient  production
scheduling and control of inventory levels.
     The Company  sells to  approximately  41,230  retailers,  distributors  and
national accounts located throughout the United States,  Australia,  Mexico, the
United Kingdom and Canada. Retailers and national accounts, on a combined basis,
accounted for  approximately  91.8% of the Company's carpet sales for 1995. Shaw
also sells to approximately 100 wholesale  distributors.  Approximately  8.2% of
the Company's carpet sales in 1995 were to distributors.  Sales of Shaw products
in foreign markets,  including the sales of foreign subsidiaries,  accounted for
approximately  12.6% of total sales in 1995.  No single  customer  accounted for
more than 2% of the Company's sales during 1995.


Competition

     The carpet  industry  is highly  competitive  with more than 200  companies
engaged  in the  manufacture  and sale of carpet in the  United  States.  Carpet
manufacturers  also  face  competition  from  the  hard  surface   floorcovering
industry. According to industry estimates, carpet accounts for approximately 72%
of the total United  States  production  of all flooring  types.  The  principal
methods of competition within the carpet industry are quality,  style, price and
service.  The Company  believes its  strategically  located  regional  warehouse
facilities  and  redistribution  centers  provide  a  competitive  advantage  by
enabling  it to supply  carpet on a timely  basis to  customers.  The  Company's
long-standing  practice  in  investing  in  modern,  state-of-the-art  equipment
contributes  significantly to its ability to compete effectively on the basis of
quality, style and price.

Raw Materials

     The  principal  raw  materials  used by the  Company  are  nylon  fiber and
filament,  and synthetic  backing;  additional raw materials include  polyester,
polypropylene  and wool fibers and filaments,  jute, latex and dye. During 1995,
the Company experienced no significant shortages of raw materials.

Employees

     At  December  30,  1995,  the Company had  approximately  25,000  full-time
employees. In the opinion of management,  employee relations are good. Employees
are  involved  in the  Quality  Improvement  Process,  which  began in 1985 as a
program  designed  to  improve  the  Company's  products  and  services  through
education and training. None of the Company's employees in the United States are
represented by unions. Certain employees of foreign subsidiaries are represented
by unions.

Environmental Matters

     Management  believes the Company is currently in compliance in all material
respects  with  applicable  federal,  state and local  statutes  and  ordinances
regulating  the  discharge  of  materials  into the  environment  and  otherwise
relating to the protection of the  environment.  Management does not believe the
Company  will be required to expend any  material  amounts in order to remain in
compliance  with these laws and  regulations or that  compliance will materially
affect its capital expenditures, earnings or competitive position.

     The Company  continued  its  commitment  to the  environment  during  1995.
Because of this commitment to finding new ways of using mill waste,  the Company
is  agressively  pursuing an  environmentally  friendly use for all of its waste
products. For example, future possibilities for use of fiber reinforced concrete
include  road  and  bridge   construction,   military   applications,   building
foundations, tile, brick and concrete blocks.

Patents, Trademarks, etc.

     Patent  protection  has not been  significant  to the  Company's  business,
although the Company  does hold several  patents  covering  machinery  used in a
specific carpet coloring process.


                                Item 2. Properties
     The Company's executive offices are located in Dalton, Georgia. At December
30, 1995, the Company operated additional facilities as follows:

Domestic Facilities
Alabama               Redistribution, yarn spinning and yarn extrusion
Michigan                      Redistribution
Missouri                      Redistribution
Florida                       Redistribution
North Carolina                Redistribution, primary backing manufacturing
Ohio                          Redistribution
Pennsylvania                  Redistribution
Virginia                      Redistribution


California                    Warehousing
Colorado                      Warehousing
Illinois                      Warehousing
Massachusetts                 Warehousing
Minnesota                     Warehousing
New Jersey                    Warehousing
Texas                         Warehousing
Washington                    Warehousing


Georgia        Administrative,    distribution,   carpet   manufacturing,   yarn
processing,   yarn  spinning,   tufting,   dyeing,   coating,   finishing,   rug
manufacturing, sample manufacturing, warehousing, design center and research and
development center.


Tennessee                     Carpet manufacturing, yarn spinning

Foreign Facilities   (facilities are located in or near the areas listed)
Bradford, England             Tufting, weaving, coating, yarn processing, 
                              distribution and administrative offices

Gwent, Wales                  Yarn extrusion, yarn processing

Victoria, Australia           Yarn extrusion, yarn processing, tufting, dyeing,
                              coating, distribution and administrative  offices

Cork, Ireland                 Wool spinning

Donaghadee, N. Ireland        Tufting, dyeing and finishing

     During 1995,  two domestic  yarn  spinning  facilities  and a yarn spinning
facility in Australia were closed.  The operations of these facilities have been
phased  out.  The Company  maintains  leased  warehouses  and  customer  service
facilities in or near Dallas; Los Angeles (2); Seattle; San Francisco;  Chicago;
Minneapolis;  Boston; and Cranbury,  New Jersey.  Each leased warehouse facility
includes a sales  showroom.  The Company  believes that current  facilities  are
adequately insured and well maintained,  substantially used and provide adequate
production capacity for current and anticipated future operations.



Item 3.  Legal Proceedings

     From time to time the Company is subject to claims and suits arising in the
course of its  business.  The  Company  is a  defendant  in  certain  litigation
alleging  personal injury  resulting from personal  exposure to volatile organic
compounds  found  in  carpet  produced  by  the  Company.  The  complaints  seek
injunctive relief and unspecified  money damages on all claims.  The Company has
denied any liability.  The Company believes that is has meritorious defenses and
that the  litigation  will not have a material  adverse  effect on the Company's
financial condition or results of operations. The Company will vigorously defend
this suit.

     In June 1994, the Company and several other carpet manufacturers received a
grand jury subpoena from the Antitrust  Division of the United States Department
of Justice relating to an  investigation of the industry.  In December 1995, the
Company  learned  that it was one of six carpet  companies  named as  additional
defendants in a pending  antitrust suit filed in United States District Court in
Rome,  Georgia.  The amended  complaint alleges  price-fixing  regarding certain
types of carpet  products  in  violation  of Section 1 of the Sherman  Act.  The
Company  believes  the  suit is  spurious  and  without  merit,  and  that  once
completed, it will not have a material adverse effect on the Company's financial
condition or results of operations.

     In February 1996, a jury in Greensboro,  North Carolina  returned a verdict
against the Company in  litigation  brought by four  former  employees  of Salem
Carpet Mills,  acquired by the Company in 1992,  alleging age discrimination and
sex  discrimination in employment  decisions with regard to such employees.  The
verdict is now under review by the trial judge and may  subsequently be appealed
by either  party after  judgement  is entered.  The  Company  believes  that the
litigation  will not have a material  adverse effect on the Company's  financial
condition or results of operations.

     At the  end of  fiscal  year  1995,  there  were  no  other  pending  legal
proceedings to which the Company was a party or to which any of its property was
subject  which,  in the  opinion of  management,  were likely to have a material
adverse  effect on the  Company's  business,  financial  condition or results of
operations.

Item 4.  Submission of Matters to Vote of Security Holders

       Not applicable.


Item 4(A).  Executive Officers of the Registrant


                                                  

Name                           Age      Officer       Position
                                        Since
Robert E. Shaw                 64       1967          Chairman, Chief Executive Officer and Director

W. Norris Little               64       1978          President and Chief Operating Officer and Director

William C. Lusk, Jr.           60       1971          Senior Vice President, Treasurer and Director

Vance D. Bell                  44       1983          Vice President, Marketing

Kenneth G. Jackson             38       1996          Vice President and Chief Financial Officer

Carl P. Rollins                52       1991          Vice President, Administration

Bennie M. Laughter             44       1986          Vice President, Secretary and General Counsel

Douglas H. Hoskins             61       1978          Controller



     Officers of the Company are elected annually by the Board of Directors. All
of the executive  officers of the Company except for Mr.Jackson and Mr. Rollins
have served as  executive  officers  for the Company for more than the past five
years.

     Mr. Rollins joined the Company in June 1991, as a Vice President.  Prior to
June 1991, Mr. Rollins had been engaged in the private  practice of law with the
firm of McCamy, Phillips, Tuggle, Rollins & Fordham, in Dalton, Georgia.

     Mr. Jackson  joined the Company in February  1996.  Prior to February 1996,
Mr. Jackson had been a partner with Arthur Andersen LLP in Atlanta, Georgia.



                               PART II
Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters

     The high and low sales prices for the Company's common stock as reported by
the New York Stock  Exchange and the amount of dividends paid by quarter for the
last two fiscal years are set forth on page 23 of Exhibit 13.

     Reference is made to Note 2 of Notes to Consolidated  Financial  Statements
on page 12 of Exhibit 13 for information concerning  restrictions on the payment
of cash dividends.

     At March 4,  1996,  there were  4,159  holders  of record of the  Company's
common stock.

Item 6.  Selected Financial Data

     This information is set forth on page 1 of the Exhibit 13 under the caption
"Ten Year Financial Review."

     Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

 This information is set forth on pages 2  - 4  of Exhibit 13 to this report.

Item 8.  Financial Statements and Supplementary Data

       This information is set forth on pages 5  - 24   of Exhibit 13.

Item 9.  Disagreements on Accounting and Financial Disclosure

       None.


                              PART III
Item 10.  Directors and Executive Officers of the Registrant

     Information  concerning directors is incorporated by reference to "Election
of Class of Directors" on pages 3 - 6 of the Proxy Statement for the 1996 Annual
Meeting of  Shareholders.  Reference is also made to Item 4(A) of Part I of this
report,   "Executive   Officers  of  the  Registrant,"   which   information  is
incorporated herein.

Item 11.  Executive Compensation

     This  information is incorporated by reference to "Executive  Compensation"
on  pages  7 - 14 of  the  Proxy  Statement  for  the  1996  Annual  Meeting  of
Shareholders.

Item 12.      Security Ownership of Certain Beneficial Owners and Management

     This  information  is  incorporated  by  reference  to  "Voting  Rights and
Principal  Shareholders"  and  "Election of  Directors" on pages 1 - 2 and 3 - 6
respectively,   of  the  Proxy   Statement  for  the  1996  Annual   Meeting  of
Shareholders.





                              PART IV
Item 13.Certain Relationships and Related Transactions

     This information is incorporated by reference to "Certain Relationships" on
page 5 of the Proxy Statement for the 1996 Annual Meeting of Shareholders.

Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)    The following documents are filed as part of this report:

1.  Financial Statements

     Exhibit  13, a copy of which is filed  with this Form  10-K,  contains  the
balance  sheets as of  December  30, 1995 and  December  31,  1994,  the related
statements of income,  shareholders'  investment  and cash flows for each of the
three years in the period ended  December 30,  1995,  and the related  report of
Arthur  Andersen  LLP.  These  financial  statements  and the  report  of Arthur
Andersen LLP are  incorporated  herein by reference.  The  financial  statements
incorporated by reference include the following:

     Balance Sheets -- December 30, 1995 and December 31, 1994

     Statements of Income for the years ended December 30, 1995, 
     December 31, 1994 and January 1, 1994.

     Statements of  Shareholders'  Investment  for the years ended 
     December 30, 1995, December 31, 1994 and January 1, 1994.

     Statements  of Cash Flows for the years ended  December 30, 1995,  December
     31, 1994 and January 1, 1994.

2.  Financial Statement Schedules

     Report of Independent Public Accountants on Financial Statement Schedules

     Schedule  II -  Valuation  and  Qualifying  Accounts  for the  Years  Ended
     December 30, 1995, December 31, 1994 and January 1, 1994.


       3.     Exhibits incorporated by reference or filed with this report.

               

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

3(b)          Bylaws.  [Incorporated  herein by  reference to Exhibit 3(b) to  Registrant's  Registration  Statement
              filed with the commission on December 28, 1993 (File No. 33-51714).]

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

4(b)          Restated  Articles of  Incorporation,  filed as, Exhibit 3(a),  and the Bylaws 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 Securities and Exchange Commission on May 5, 1989 (File No. 1-6853).]

10(a)         Reserved

10(b)*        Deferred  Compensation  Plan and form of Deferred  Compensation  Agreement of Registrant as adopted in April,
              1980.  [Incorporated  herein by reference to the  Registrant's  July 2, 1994 Form 10-K filed with the Securities and
              Exchange Commission (File No. 1-6853).]
 
10(c), 10(d), 10(e) and 10(f)            Reserved
 
10(g)         Credit  Agreement dated November 30, 1994,  between  Registrant and  Nationsbank of Georgia,  National
              Association,  regarding  a  $600,000,000  revolving  credit  facility.  [Incorporated  herein  by  reference  to the
              Registrant's December 31, 1994 Form 10-K filed with the Securities and Exchange Commission (File No. 1-6853).]
 
10(h)*       1987  Incentive  Stock  Option Plan of the  Registrant.  [Incorporated  herein by  reference  to Exhibit A to
             Registrant's 1987 Proxy Statement, dated September 22, 1987  (File No. 1-6853).]
 
10(i)         Reserved

10(j)*       1989  Discounted  Stock  Option Plan of the  Registrant.  [Incorporated  herein by  reference to Exhibit A to
             Registrant's 1989 Proxy Statement, dated September 21, 1989 (File No. 1-6853).]
 
10(k)*       1992  Incentive  Stock  Option Plan of the  Registrant.  [Incorporated  herein by  reference  to Exhibit A to
             Registrant's 1992 Proxy (File No. 1-6853).]
                         
11            Computation of Earnings per Share for the fiscal years ended December 30, 1995,  December 31, 1994 and
              January 1, 1994.

13            Items Incorporated by Reference from the 1995 Annual Report to Shareholders.

21            List of Subsidiaries.
 
23            Consent of independent public accountants.

27            Financial Data Schedule.
 
     *Compensatory  plan or  management  contract  required  to be  filed  as an
exhibit to Item 14 (c) of Form 10-K.

(b)    No reports on Form 8-K were filed during the last quarter of fiscal 1995.



                                                     SIGNATURES
     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             SHAW INDUSTRIES, INC.

Date:  March 28, 1996                             By:  /s/ ROBERT E. SHAW
                                                  Robert E. Shaw
                                                  Chairman, Chief Executive 
                                                  Officer and Director

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

Date:  March 28, 1996                             /s/ ROBERT E. SHAW
                                                  Robert E. Shaw
                                                  Chairman, Chief Executive 
                                                  Officer and Director
                                                  (Principal Executive Officer)

Date:  March 28, 1996                             /s/ J.C. SHAW
                                                  J.C. Shaw
                                                  Chairman Emeritus and Director

Date:  March 28, 1996                             /s/  W. NORRIS LITTLE
                                                  W. Norris Little
                                                  President and Chief Operating
                                                  Officer and Director

Date:  March 28, 1996                             /s/  WILLIAM C. LUSK, JR.
                                                  William C. Lusk, Jr.
                                                  Sr. Vice President, Treasurer 
                                                  and Director (Principal
                                                  Financial and Accounting 
                                                  Officer)

Date:  March 28, 1996                             /s/ ROBERT R. HARLIN
                                                  Robert R. Harlin
                                                  Director

Date:  March  28, 1996                            /s/ THOMAS G. COUSINS
                                                  Thomas G. Cousins
                                                  Director

Date:  March 28, 1996                             /s/ S. TUCKER GRIGG
                                                  S. Tucker Grigg
                                                  Director

Date:  March 28, 1996                             /s/ CLIFFORD M. KIRTLAND, JR.
                                                  Clifford M. Kirtland, Jr.
                                                  Director

Date:  March 28, 1996                             /s/ J. HICKS LANIER
                                                  J. Hicks Lanier
                                                  Director

Date:  March 28, 1996                             /s/ R. JULIAN McCAMY
                                                  R. Julian McCamy
                                                  Director



                        REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of
Shaw Industries, Inc.:


     We have audited in accordance with generally  accepted  auditing  standards
the financial statements of SHAW INDUSTRIES,  INC. included in the annual report
to shareholders  incorporated by reference in this Form 10-K and have issued our
report  thereon dated  February 19, 1996.  Our audit was made for the purpose of
forming an opinion on the basic financial statements taken as a whole.  Schedule
II is the  responsibility  of the  Company's  management  and is  presented  for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements.  This schedule has been subjected to
the auditing  procedures applied in the audit of the basic financial  statements
and, in our opinion, fairly states, in all material respects, the financial data
required to be set forth therein in relation to the basic  financial  statements
taken as a whole.


ARTHUR ANDERSEN LLP

Atlanta, Georgia
February 19, 1996



                                                  



                                                                                                                        SCHEDULE II
                                                 SHAW INDUSTRIES, INC.

                                          VALUATION AND QUALIFYING ACCOUNTS

                                  DECEMBER 30, 1995, DECEMBER 31, 1994 AND JANUARY 1, 1994
                                                                                              

$ in thousands
                                                                      Additions
                                                    Balance at       Charged to
                                                     Beginning        Costs and                             Balance at
                                                      of Year         Expenses        Deductions            End of Year

YEAR ENDED JANUARY 1, 1994:
     Allowance for doubtful accounts and                                                                     
     discounts                                    $     14,821     $     98,230     $   100,000           $     13,051

YEAR ENDED DECEMBER 31, 1994:
     Allowance for doubtful accounts and                                                                     
     discounts                                    $     13,051     $    112,978     $   108,104           $     17,925

YEAR ENDED DECEMBER 30, 1995:
     Allowance for doubtful accounts and                                                                     
     discounts                                    $     17,925     $    110,541     $   113,720 *         $     14,746


*  Deductions for December 30, 1995 include $1,018,000 related to the deconsolidation of the Terza Joint Venture.