UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report: August 31, 2000




                               RSI HOLDINGS, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)




 North Carolina                  0-18091                      56-1200363
- -------------------              -------                      ----------
(State or other juris-         (Commission                   (IRS Employer
diction of incorporation)      File Number)               Identification Number)


28 East Court Street, Post Office Box 6847, Greenville, South Carolina  29606
- ----------------------------------------------------------------------  -----
   (Address of principal executive offices)                           (Zip Code)



Registrant's telephone number, including area code:  (864) 271-7171


















ITEM 5.  OTHER EVENTS
- ---------------------

     On February  16,  2000,  the Company  issued a 8%  convertible  note in the
aggregate  principal  amount of $400,000  to Mrs.  Minor H.  Mickel,  who is the
mother of the Company's President and Chief Executive Officer. The note provided
for the conversion of part or all of the note, plus its accrued  interest,  into
the Company's common stock at a conversion price of $.075 per share.

     On August 31, 2000,  Mrs.  Mickel elected to convert the full amount of her
note,  together with accrued  interest,  into the Company's  common stock.  As a
result,  the Company issued her 5,557,333 shares of its common stock.  Following
this conversion,  Mrs. Mickel owns 6,032,493 shares  (approximately  45%) of the
Company's issued and outstanding common stock.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------

(a)  Financial Statements of the Businesses Acquired.   Not Applicable

(b)  Pro Forma Financial Information.  Not Applicable

(c)  Exhibits.  Not Applicable





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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    RSI HOLDINGS, INC.



September 20, 2000                By:    /s/ Buck A. Mickel
                                         -----------------------------
                                         Buck A. Mickel
                                         President and Chief Executive Officer








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