SHAW INDUSTRIES INC
10-Q, 1997-05-13
CARPETS & RUGS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------


                                    FORM 10-Q


(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

For the quarterly period ended   March 29, 1997
                               -------------------

                                       OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

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 No.)


     616 E. WALNUT AVENUE, DALTON, GEORGIA                               30720
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area
code     (706) 278-3812

                                            NOT APPLICABLE
- --------------------------------------------------------------------------------
     Former name,  former  address and former fiscal year, if changed since last
report.

         Indicate by check X whether  the  registrant  (1) has filed all reports
required to be filed 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 ______.

     APPLICABLE  ONLY TO  CORPORATE  ISSUERS:  Indicate  the  number  of  shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date: May 3, 1997 - 133,829,774 shares


<PAGE>


                              SHAW INDUSTRIES, INC.
                                    FORM 10-Q
                                      INDEX






PART I - FINANCIAL INFORMATION                                      PAGE NUMBERS
         ---------------------                                      ------------

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets - March 29, 1997
                  and December 28, 1996 ................................... 3-4

                  Condensed Consolidated Statements of Income and Retained
                  Earnings -  For the Three Months Ended
                           March 29, 1997 and  March 30, 1996 ............. 5

                  Condensed Consolidated Statements of Cash Flows -
                           For the Three Months Ended March 29, 1997
                           and March 30, 1996 ............................. 6

                  Notes to Condensed Consolidated Financial Statements .... 7-8

         Item 2.  Management's Discussion and Analysis
                  of Financial Condition and Results of Operations ........ 9-10

PART II - OTHER INFORMATION ............................................... 11


SIGNATURES ................................................................ 12



                                       2
<PAGE>


PART 1 - ITEM ONE - FINANCIAL INFORMATION
SHAW INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)




ASSETS                                              March 29,       December 28,
                                                      1997             1996
                                                   -----------      -----------
                                                   (UNAUDITED)
CURRENT ASSETS:
 Cash and cash equivalents ...................     $    19,290      $    49,581
                                                   -----------      -----------
 Accounts receivable, less
   allowance for doubtful accounts and
   discounts of $18,635 and $16,667 ..........         414,879          393,983
                                                   -----------      -----------

 Inventories -
   Raw materials .............................         277,655          251,262
   Work-in-process ...........................          27,459           26,070
   Finished goods ............................         303,867          279,453
                                                   -----------      -----------
                                                       608,981          556,785
                                                   -----------      -----------
 Other current assets ........................          79,214           81,056
                                                   -----------      -----------
               TOTAL CURRENT ASSETS ..........       1,122,364        1,081,405
                                                   -----------      -----------

PROPERTY, PLANT AND EQUIPMENT,
   at cost:
 Land and land improvements ..................          29,606           29,584
 Buildings and leasehold improvements ........         297,570          293,072
 Machinery and equipment .....................         993,451          969,601
 Construction in progress ....................          50,902           45,289
                                                   -----------      -----------
                                                     1,371,529        1,337,546
 Less - Accumulated depreciation and
        amortization .........................        (702,805)        (682,405)
                                                   -----------      -----------
                                                       668,724          655,141
                                                   -----------      -----------

GOODWILL, net ................................         244,360          212,398
                                                   -----------      -----------
INVESTMENT IN JOINT VENTURE ..................          17,996           18,302
                                                   -----------      -----------
OTHER ASSETS .................................          16,204           17,152
                                                   -----------      -----------
               TOTAL ASSETS ..................     $ 2,069,648      $ 1,984,398
                                                   ===========      ===========



                                       3
<PAGE>


LIABILITIES AND SHAREHOLDERS' INVESTMENT


                                                    March 29,       December 28,
                                                      1997              1996
                                                   -----------      -----------
                                                   (UNAUDITED)
CURRENT LIABILITIES:
 Notes payable ...............................     $       788      $    35,084
 Current maturities of long-term debt ........          17,043           17,431
 Accounts payable ............................         218,521          195,347
 Accrued liabilities .........................         160,497          163,199
                                                   -----------      -----------
      TOTAL CURRENT LIABILITIES ..............         396,849          411,061
                                                   -----------      -----------

LONG-TERM DEBT, less current maturities ......         915,796          825,280
                                                   -----------      -----------
DEFERRED INCOME TAXES ........................          64,689           63,453
                                                   -----------      -----------
OTHER LIABILITIES ............................          12,953           12,893
                                                   -----------      -----------

SHAREHOLDERS' INVESTMENT:
 Common stock, no par, $1.11 stated value,
  authorized 500,000,000 shares; issued and
  outstanding: 133,254,601 shares at March
  29, 1997 and 132,772,548 shares at
  December 28, 1996 ..........................         147,914          147,379
 Paid-in capital .............................          78,070           72,335
 Cumulative translation adjustment ...........           3,673            3,058
 Retained earnings ...........................         449,704          448,939
                                                   -----------      -----------
      TOTAL SHAREHOLDERS' INVESTMENT .........         679,361          671,711
                                                   -----------      -----------

      TOTAL LIABILITIES AND SHAREHOLDERS'
        INVESTMENT ...........................     $ 2,069,648      $ 1,984,398
                                                   ===========      ===========




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       4
<PAGE>


<TABLE>
<CAPTION>


SHAW INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
                                                         THREE MONTHS     THREE MONTHS
                                                             ENDED            ENDED
                                                        March 29, 1997   March 30, 1996
                                                        --------------   --------------

<S>                                                        <C>            <C>      
NET SALES ............................................     $ 808,653      $ 657,856
COSTS AND EXPENSES:
  Cost of sales ......................................       608,563        527,936
  Selling, general and administrative ................       167,397        103,857
  Pre-opening expenses, retail operations ............         1,760            158
  Nonrecurring charges ...............................          --           29,139
  Interest expense, net ..............................        13,728          9,566
  Other (income), net ................................          (484)          (563)
                                                           ---------      ---------
INCOME (LOSS) BEFORE INCOME TAXES ....................        17,689        (12,237)
PROVISION FOR INCOME TAXES ...........................         7,624          4,276
                                                           ---------      ---------
INCOME (LOSS) BEFORE EQUITY IN INCOME OF JOINT VENTURE        10,065        (16,513)
EQUITY IN INCOME OF JOINT VENTURE ....................           683            929
                                                           =========      =========
NET INCOME (LOSS) ....................................     $  10,748      $ (15,584)
                                                           =========      =========

DIVIDENDS PAID PER COMMON SHARE ......................     $   0.075      $   0.075
                                                           =========      =========

EARNINGS PER COMMON SHARE:
  Primary and fully diluted basis - ..................     $    0.08      $   (0.11)
                                                           =========      =========


RETAINED EARNINGS:
  Beginning of period ................................     $ 448,939      $ 455,663
  Add (Deduct) - net income (loss) ...................        10,748        (15,584)
  Deduct - dividends paid ............................        (9,983)       (10,246)
                                                           ---------      ---------
  End of period ......................................     $ 449,704      $ 429,833
                                                           =========      =========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       5
<PAGE>


<TABLE>
<CAPTION>

SHAW INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS                                                                       THREE MONTHS     THREE MONTHS
(UNAUDITED AND IN THOUSANDS)                                                         ENDED            ENDED
                                                                                March 29, 1997   March 30, 1996
                                                                                --------------   --------------
<S>                                                                                  <C>           <C>      
OPERATING ACTIVITIES:
 Net income (loss) .............................................................     $ 10,748      $(15,584)
                                                                                     --------      --------
 Adjustments  to reconcile  net income  (loss) to net cash provided by operating
  activities:
   Depreciation and amortization ...............................................       23,727        21,586
   Provision for doubtful accounts .............................................        2,033         1,797
   Deferred income taxes .......................................................         (930)          (92)
   Nonrecurring charges ........................................................         --          29,139
   Other, net ..................................................................      (14,529)       (8,368)
   Changes in operating assets and
   liabilities, net of acquisitions:
        Accounts receivable ....................................................       (7,470)       (1,994)
        Inventories ............................................................      (40,585)       (7,016)
        Other current assets ...................................................        2,951           659
        Accounts payable .......................................................       11,061        33,483
        Accrued liabilities ....................................................       (4,117)        6,040
                                                                                     --------      --------
          Total adjustments ....................................................      (27,859)       75,234
                                                                                     --------      --------
   Net cash (used) provided by operating
    activities .................................................................      (17,111)       59,650
                                                                                     --------      --------
INVESTING ACTIVITIES:
 Additions to property, plant and equipment ....................................      (24,866)      (20,776)
 Acquisitions of business assets ...............................................      (28,026)      (32,643)
                                                                                     --------      --------
   Net cash used in investing activities .......................................      (52,892)      (53,419)
                                                                                     --------      --------
FINANCING ACTIVITIES:
 Decrease in notes payable .....................................................      (38,605)         --
 Increase in long-term debt ....................................................       88,147        28,061
 Dividends paid ................................................................       (9,983)      (10,246)
 Purchase and retirement of common stock .......................................         --         (21,698)
 Proceeds from exercise of stock options .......................................          153           304
                                                                                     --------      --------
   Net cash provided (used)by financing
     activities ................................................................       39,712        (3,579)
                                                                                     --------      --------
NET INCREASE IN CASH AND CASH EQUIVALENTS ......................................      (30,291)        2,652
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD ....................................................................       49,581        31,453
                                                                                     ========      ========
CASH AND CASH EQUIVALENTS AT END OF PERIOD .....................................     $ 19,290      $ 34,105
                                                                                     ========      ========


</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       6
<PAGE>


                     SHAW INDUSTRIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
         ---------------------------------------------------------------

1. Basis of Presentation
     The financial statements included herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations,  although the Company believes that the disclosures are adequate to
make the information not misleading.  These financial  statements should be read
in conjunction with the financial  statements and related notes contained in the
Company's  1996 Annual  Report on Form 10-K. In the opinion of  management,  the
accompanying unaudited financial statements contain all adjustments necessary to
present fairly the Company's financial position,  results of operations and cash
flows at the dates and for the periods presented.  Interim results of operations
are not  necessarily  indicative  of the results to be expected for a full year.
Certain prior period amounts have been  reclassified to conform with the current
period presentation.

2. Inventories
     The  Company  uses  the  last-in,   first-out   (LIFO)  method  of  valuing
substantially all of its domestic  inventories.  If LIFO inventories were valued
at current costs, the inventories  would have been $789,000 and $1,643,000 lower
at March 29, 1997 and December 28, 1996,  respectively.  The  Company's  foreign
inventories  and certain of its finished goods  inventories,  representing  25.5
percent of total  inventories,  are valued at the lower of  first-in,  first-out
(FIFO) cost or market.

3. Long-term Debt
     In March  1997,  the  Company  completed a new  domestic  revolving  credit
facility  which  provides for  borrowings of up to  $900,000,000  and expires in
March 2002. The  borrowings  bear interest at variable rates equal to the London
Interbank  Offered Rate (LIBOR) plus margins ranging from 0.150 percent to 0.475
percent, depending on the Company's consolidated funded debt to earnings ratios,
as defined. Fees associated with the domestic revolving credit agreement include
a facility fee on the committed  amount  ranging from 0.10 percent 0.15 percent.
The  LIBOR-based  rate at  March  29,  1997  was  6.16  percent  and  borrowings
outstanding under this new facility totaled $698,000,000.

4. Acquisitions
     During  the  quarter  ended  March 29,  1997,  the  Company  acquired G & S
Investments,  Inc.  and  affiliates  collectively  doing  business as the Carpet
Exchange;  Walters  Carpet One; Sun Control Tile,  Co.,  doing business as Baker
Bros.; and several other  residential  retailers and commercial  contractors for
cash and common stock  totaling $38.2 million and resulting in goodwill of $27.8
million as part of its continuing retail acquisition strategy which commenced in
December 1995.

5. Long-Lived Asset and Goodwill Impairment
     The Financial  Accounting  Standards Board issued SFAS NO. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of,"  which  establishes,  among  other  things,  accounting  standards  for the
impairment  of  long-lived  assets and  certain  identifiable  intangibles.  The
Company adopted the new standard  effective  December 31, 1995 and in connection
with  management's  review of the  Company's  international  operations in March
1996,  management  determined  that  certain  of  its  international  production
equipment would not provide  sufficient cash flows to recover the carrying value
of such  equipment  and related  goodwill.  As a result,  the  Company  recorded
nonrecurring  charges of $29,139,000  ($26,519,000,  net of tax benefit, or $.19
per  share) in March 1996 for the  reduction  of the  carrying  value of certain
goodwill  and  property,  plant and  equipment at its  international  operations
related to the adoption and a provision for the disposal of other assets.



                                       7
<PAGE>


6. Transfers and Servicing of Financial Assets and Extinguishment of Liabilities
     In June 1996, the FASB issued SFAS No. 125,  "Accounting  for Transfers and
Servicing of Financial Assets and  Extinguishment of Liabilities".  SFAS No. 125
is effective for transfers and servicing of financial assets and extinguishments
of liabilities  occurring after December 31, 1996 and is applied  prospectively.
The Company  anticipates  that the  adoption of this  statement  will not have a
material effect on the financial statements.

7. Earnings Per Share
     In February 1997, the FASB issued SFAS No. 128, " Earnings Per Share" which
specifies the computation, presentation and disclosure requirements for earnings
per share.  The  Company  will be  required  to adopt SFAS No. 128 in the fourth
quarter of 1997.  All prior  period  earnings per share data will be restated to
conform with the provision of SFAS No. 128. Based on a preliminary evaluation of
this Standards' requirements,  the Company does not expect the per share amounts
reported under SFAS No. 128 to be materially different from those calculated and
presented under Accounting Principles Board Opinion No. 15.



                                       8
<PAGE>


                     SHAW INDUSTRIES, INC. AND SUBSIDIARIES
                ITEM TWO-MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

- --------------------------------------------------------------------------------
GENERAL

     The Company's business,  as well as the U.S. carpet industry in general, is
cyclical in nature and is significantly affected by general economic conditions.
The level of domestic  carpet  sales tends to reflect  fluctuations  in consumer
spending for durable  goods and, to a lesser  extent,  fluctuations  in interest
rates and new housing starts.  The Company's  international  operations are also
impacted  by the  economic  climates  in  the  markets  in  which  they  operate
(primarily the United  Kingdom,  Australia and Mexico).  Sales prices and demand
for the Company's domestic wholesale manufacturing business declined slightly in
1996 with the  decision in  December  1995 to enter the  residential  retail and
commercial contractor business, while margins improved. During the first quarter
of 1997,  demand for the Company's  domestic  wholesale  manufacturing  business
improved  over  that of the first  quarter  of 1996,  while  sales  prices  were
comparable and margins improved. International markets were weak in 1996 and the
first quarter of 1997, but margins  improved  substantially in the first quarter
of 1997 over the first  quarter of 1996 as a result of  recording  restructuring
costs of $36.1  million  ($24.2  million,  net of tax benefit) in December  1996
related to the  Company's  decision  to exit the woolen  carpet  business in the
United Kingdom.

     During the first  quarter of 1997,  the Company  continued to implement its
retail  acquisition  strategy by acquiring  several  residential  retailers  and
commercial  contractors  for cash and common stock  totaling  $38.2  million and
resulting in goodwill of $27.8 million which is being  amortized  over 20 years.
Net  sales  for the  Company's  residential  retail  and  commercial  contractor
business totaled $197.9 million for the quarter ended March 29, 1997 compared to
$22.8  million  for the  quarter  ended  March 30,  1996.  At March 29, 1997 the
Company  has  411  residential  retail  and  commercial   contractor   locations
throughout  the United  States.  The  Company  believes  that by  combining  the
resources of the manufacturer and retailer and developing a commercial  contract
distribution  network,  it can provide a full range of products  and services to
more  effectively  meet  the  needs  of the  end-user  of both  residential  and
commercial carpet products at significantly  improved  margins.  As part of this
strategy, the Company continues its efforts to develop an alignment program with
dealers  of both  residential  and  commercial  carpet  products  to  provide  a
collection  of services,  benefits and programs that will  encourage  dealers to
purchase more from the Company. At March 29, 1997, the Company has approximately
1,400 aligned dealers.

LIQUIDITY AND CAPITAL RESOURCES

     At March 29, 1997, the Company had working  capital of $725.6  million,  an
increase  of $55.3  million,  or 8.3  percent,  over  working  capital of $670.3
million at December 28, 1996. Cash and cash equivalents  decreased $30.3 million
from $49.6 million at December 28, 1996 to $19.3 million at March 29, 1997. Cash
used by  operating  activities  was $17.1  million in the first  quarter of 1997
primarily  as the  result  of  larger  increases  in  inventories  and  accounts
receivable of $40.6 million and $7.5 million, respectively, which were offset in
part by net income of $10.7 million  adjusted for  depreciation and amortization
of $23.7  million.  Cash flow  provided by  operating  activities  for the first
quarter of 1996 totaled  $59.7  million,  principally  due to  depreciation  and
amortization  of  $21.6  million,  nonrecurring  charges  of  $29.1  million  as
discussed in note 4 of notes to condensed consolidated financial statements, and
substantial  increases  in accounts  payable and  accrued  liabilities  of $39.5
million  which were offset in part by a net loss of $15.6  million and increases
in inventories, accounts receivable and other assets, net of $17.4 million. Cash
used in  investing  activities  for the  first  quarter  of  1997  consisted  of
additions to property,  plant and equipment of $24.9 million and acquisitions of
business  assets of $28.0 million  compared to $20.8 million and $32.6  million,
respectively,  in the first  quarter of 1996.  Cash flow  provided by  financing
activities  during  the  first  quarter  of 1997 of  $39.7  million  principally
included an increase in long-term  debt of $88.1 million  offset in part by cash
dividends  of $10.0  million  and  payments on notes  payable of $38.6  million.
During the first  quarter of 1996,  cash used by financing  activities  included
cash  dividends of $10.2 million and common stock  repurchases  of $21.7 million
offset in part by an increase in long-term debt of $28.1 million.

     The Company has continued to maintain a strong  working  capital  position.
Effective  use of capital and the  Company's  ability to generate cash flow from
operations has enabled it to make  investments  which reduce  production  costs,
generate operating margins that have historically exceeded industry averages and
implement its retail strategy.



                                       9
<PAGE>


     Capital  expenditures  for  property,  plant  and  equipment  necessary  to
maintain the  Company's  facilities in a modern  state-of-the-art  condition and
expand its  production  capacity  were $24.9 million for the quarter ended March
29, 1997.  Management  anticipates  total capital  expenditures  and capitalized
leases  obligations  of  approximately  $75 million for the remainder of 1997 to
expand  and  upgrade  its  manufacturing  and  distribution  equipment  to  meet
anticipated  increases in sales volume,  to improve  efficiency  and to open new
retail stores and upgrade its current retail operations.

     The Company's primary source of financing is an unsecured  revolving credit
facility with a banking  syndicate which provides for borrowings of up to $900.0
million and expires in March 2002. Interest on borrowings under this facility is
currently  based on LIBOR,  and was 6.16 percent at March 29, 1997. At March 29,
1997, borrowings outstanding under this credit facility were $698.0 million.

RESULTS OF OPERATIONS
Three Months Ended March 29, 1997 Compared To Three Months Ended March 30, 1996

     Net sales increased $150.8 million,  or 22.9 percent,  to $808.7 million in
the  first  quarter  of  1997.  The  increase  was  primarily   attributable  to
incremental net sales of $175.1 million  related to the  residential  retail and
commercial  contract  business,  offset by declines in the net sales  volumes of
$24.3 million for the Company's wholesale  manufacturing  operations in both the
domestic and  international  markets.  Gross margin as a percentage of net sales
increased  4.9 percent to 24.7 percent in the first  quarter of 1997 compared to
the first quarter for 1996,  primarily  due to higher  margins for retail sales,
improved  sales product mix and  increases in the  efficiency  relationships  of
volume  and  fixed  costs  for both the  domestic  and  international  wholesale
manufacturing business.

     Selling,  general and administrative expenses for the first quarter of 1997
were $167.4 million,  or 20.7 percent of net sales,  compared to $103.9 million,
or 15.8 percent of net sales, in the comparable  period of 1996. The increase of
$63.5  million,  or 4.9 percent of net sales,  was  primarily  due to  increased
advertising and other selling and  administrative  expenses  associated with the
Company's  residential  retail and  commercial  contract  business.  Pre-opening
expenses  related to the retail  operations  totaled  $1.8 million for the first
quarter of 1997 compared to $.2 million for the first quarter of 1996.  Interest
expense,  net increased to $13.7 million for the first quarter of 1997 from $9.6
million for the first quarter of 1996 as a result of higher borrowings.

     Results  for the first  quarter of 1996  included  nonrecurring  charges of
$29.1 million ($26.5 million net of tax benefit, or $.19 per share, as discussed
in note 5 of notes to condensed  consolidated  financial statements.  Net income
before  nonrecurring  charges was $10.9  million , or $0.08 per share.  Net loss
after nonrecurring  charges was $11.6 million,  or $0.11 per share for the first
quarter of 1996.

     The  effective  income  tax rate  for the  first  quarter  of 1997 was 43.1
percent,  compared  to 40.8  percent  for the  first  quarter  of  1996,  before
nonrecurring charges of $29.1 million, as a result of increases in permanent tax
differences.

FOREIGN OPERATIONS

     The Company's  primary foreign  operations are conducted through its United
Kingdom and Australian subsidiaries, where the functional currencies are British
pounds  and  Australian  dollars,  respectively.  Fluctuations  in the  value of
foreign  currencies  create  exposures which can impact the Company's  operating
results.  The Company may employ foreign  currency  forward  exchange  contracts
when,  in the normal  course of business,  they are  determined  to  effectively
manage  and reduce  such  exposure.  The  Company  does not enter  into  foreign
currency forward exchange contracts for speculative trading purposes.



                                       10
<PAGE>



                           PART II - OTHER INFORMATION

ITEM ONE - LEGAL PROCEEDINGS

     The  Company  is a party to  several  lawsuits  incidental  to its  various
activities and incurred in the ordinary course of business. The Company believes
that it has  meritorious  claims and defenses in each case.  After  consultation
with counsel,  it is the opinion of management  that,  although  there can be no
assurance  given,  none of the associated  claims,  when  resolved,  will have a
material adverse effect upon the Company.

     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 it has meritorious defenses and
that the  litigation  will not have a material  adverse  effect on the Company's
financial condition or results of operations.

     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 the 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  that 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.

     The Company is subject to a variety of environmental  regulations  relating
to the use, storage,  discharge and disposal of hazardous  materials used in its
manufacturing  processes.  Failure by the  Company to comply  with  present  and
future  regulations could subject it to future  liabilities.  In addition,  such
regulations  could require the Company to acquire  costly  equipment or to incur
other significant expenses to comply with environmental regulations. The Company
is not involved in any material environmental proceedings.

ITEM TWO - CHANGES IN SECURITIES

             None

ITEM THREE - DEFAULTS UPON SENIOR SECURITIES

             None

ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             None

ITEM FIVE - OTHER INFORMATION

             None

ITEM SIX - EXHIBITS AND REPORTS ON FORM 8-K

             (A)  Exhibits
                     11     - Statement re:  Computation of Per Share Earnings
                     27     - Financial Data Schedule

         Shareholders  may obtain copies of Exhibits without charge upon written
request to the Corporate  Secretary,  Shaw  Industries,  Inc., Mail drop 061-22,
P.O. Drawer 2128, Dalton, Georgia 30722-2128.

             (B)    No  reports  on Form 8-K have  been  filed  during  the
                    fiscal quarter ended March 29, 1997.



                                       11
<PAGE>


                                   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 thereunto duly authorized.




                                      SHAW INDUSTRIES, INC.
                                         (The Registrant)


DATE:    May 13 , 1997                s/ Robert E. Shaw
- -----------------------------         -----------------
                                      Robert E. Shaw
                                      Chairman of the Board, Chief Executive
                                      Officer and President


DATE:    May 13, 1997                 /s/ Kenneth G. Jackson
- -----------------------------         ----------------------
                                      Kenneth G. Jackson
                                      Vice President and Chief Financial Officer
                                      (Principal Financial Officer)



                                       12



<TABLE>
<CAPTION>
                                  EXHIBIT 11.0
                     SHAW INDUSTRIES, INC. AND SUBSIDIARIES
               STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (1)
                      (In Thousands, Except Per Share Data)
                                   (Unaudited)


                                                                            Three Months Ended
                                                                          ======================

                                                                          Mar. 29,      Mar. 30,
                                                                            1997         1996
                                                                          ---------    ---------
PRIMARY:
<S>                                                                         <C>          <C>    
       Weighted average common shares outstanding .....................     133,042      136,148
       Additional shares assuming exercise of stock options ...........         429           64
                                                                          ---------    ---------
       Weighted average common and common equivalent shares outstanding     133,471      136,212
                                                                          =========    =========


       Income (loss) ..................................................   $  10,748    ($ 15,584)
                                                                          =========    =========


       Earnings (loss) per common share ...............................   $    0.08    ($   0.11)
                                                                          =========    =========





FULLY DILUTED:
       Weighted average common shares outstanding .....................     133,041      136,148
       Additional shares assuming exercise of stock options (2) .......         475           64
                                                                          ---------    ---------
       Weighted average common and common equivalent shares outstanding     133,516      136,212
                                                                          =========    =========


       Income (loss) ..................................................   $  10,748    ($ 15,584)
                                                                          =========    =========


       Earnings (loss) per common share ...............................   $    0.08    ($   0.11)
                                                                          =========    =========

</TABLE>


     (1) All numbers of shares in this  exhibit are weighted on the basis of the
number of days the shares were  outstanding or assumed to be outstanding  during
each period.

     (2) Based on the  treasury  stock method using the higher of the average or
period-end market price.


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS OF SHAW INDUSTRIES,  INC. AND SUBSIDIARIES
AS OF MARCH 29, 1997 AND THE RELATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 29, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<CIK>                         0000089498
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              JAN-03-1998
<PERIOD-END>                                   MAR-29-1997
<CASH>                                         19,290,000
<SECURITIES>                                   0
<RECEIVABLES>                                  414,879,000
<ALLOWANCES>                                   (18,635,000)
<INVENTORY>                                    608,981,000
<CURRENT-ASSETS>                               1,122,364,000
<PP&E>                                         1,371,529,000
<DEPRECIATION>                                 702,805,000
<TOTAL-ASSETS>                                 2,069,648,000
<CURRENT-LIABILITIES>                          396,849,000
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       147,914,000
<OTHER-SE>                                     531,447,000
<TOTAL-LIABILITY-AND-EQUITY>                   2,069,648,000
<SALES>                                        808,653,000
<TOTAL-REVENUES>                               808,653,000
<CGS>                                          608,563,000
<TOTAL-COSTS>                                  608,563,000
<OTHER-EXPENSES>                               166,640,000
<LOSS-PROVISION>                               2,033,000
<INTEREST-EXPENSE>                             13,728,000
<INCOME-PRETAX>                                17,689,000
<INCOME-TAX>                                   7,624,000
<INCOME-CONTINUING>                            10,065,000
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   10,748,000
<EPS-PRIMARY>                                  .08
<EPS-DILUTED>                                  .08
        


</TABLE>


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