MCRAE INDUSTRIES, INC.

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Marvin Kiser
400 North Main Street
Mount Gilead, North Carolina 27306
(910) 439-6147

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box: o.


CUSIP No. 582757209					Page 2 of 13

	1.	Name of Reporting Person: Daniel Gary McRae			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: UNITED STATES OF AMERICA

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 87,378

			8.	Shared Voting Power: 976,556

			9.	Sole Dispositive Power: 87,378

			10.	Shared Dispositive Power: 976,556

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,063,934

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 42.4%

	14.	Type of Reporting Person (See Instructions): IN


CUSIP No. 582757209					Page 3 of 13

	1.	Name of Reporting Person: James William McRae			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: UNITED STATES OF AMERICA

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 64,021

			8.	Shared Voting Power: 973,445

			9.	Sole Dispositive Power: 64,021

			10.	Shared Dispositive Power: 973,445

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,037,466

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 41.5%

	14.	Type of Reporting Person (See Instructions): IN


CUSIP No. 582757209					Page 4 of 13

	1.	Name of Reporting Person: McRae A Investment Company, LLC			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: NORTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 430,734

			8.	Shared Voting Power: 0

			9.	Sole Dispositive Power: 430,734

			10.	Shared Dispositive Power: 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 430,734

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 22.3%

	14.	Type of Reporting Person (See Instructions): OO


CUSIP No. 582757209					Page 5 of 13

	1.	Name of Reporting Person: McRae B Investment Company, LLC			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: NORTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 542,711

			8.	Shared Voting Power: 0

			9.	Sole Dispositive Power: 542,711

			10.	Shared Dispositive Power: 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 542,711

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 21.9%

	14.	Type of Reporting Person (See Instructions): OO

This Amendment No. 3 amends the statement on Schedule 13D filed with the Securities and Exchange Commission on March 21, 1997, as amended by Amendment No. 1 filed on December 3, 1999, as further amended by Amendment No. 2 (styled “First Amendment and Restatement”) filed on November 17, 2000.

This statement relates to the Class A Common Stock, par value $1.00 per share (the “Class A Common Stock”), of McRae Industries, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 400 North Main Street, Mount Gilead, North Carolina 27306.

(a) This statement is being jointly filed by (i) Daniel Gary McRae, (ii) James William McRae, (iii) McRae A Investment Company, LLC, a North Carolina limited liability company (“A Investment Co.”), and (iv) McRae B Investment Company, LLC, a North Carolina limited liability company (“B Investment Co.”). The persons described in items (i) through (iv) are referred to herein as the “Reporting Persons.”

(b) The address of the principal business office of each Reporting Person is as follows:


Reporting Person		Address
D. Gary McRae		P.O. Box 1239
		Mount Gilead, North Carolina 27306

James W. McRae		P.O. Box 1239
		Mount Gilead, North Carolina 27306

A Investment Co.		400 North Main Street
		Mount Gilead, North Carolina 27306

B Investment Co.		400 North Main Street
		Mount Gilead, North Carolina 27306

(c) Mr. D. Gary McRae’s principal occupation is that of President and Treasurer of the Issuer. Mr. James W. McRae’s principal occupation is that of Vice President and Secretary of the Issuer. A Investment Co. is engaged in the business of investing and reinvesting its property for the benefit of its members. B Investment Co. is engaged in the business of investing and reinvesting its property for the benefit of its members.

(d) During the past five years, none of the Reporting Persons, and to the knowledge of the each Reporting Person, none of the executive officers or, to the extent applicable, directors of any such Reporting Person that is not an individual, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons, and to the knowledge of the each Reporting Person, none of the executive officers or, to the extent applicable, directors of any such Reporting Person that is not an individual, has been a party to a civil proceeding of a judicial or

administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. D. Gary McRae and Mr. James W. McRae are each citizens of the United States of America. A Investment Co. and B Investment Co. are each limited liability companies organized under the laws of the State of North Carolina.

Each of Mr. D. Gary McRae and James W. McRae (the “Managers”) collectively acquired the sole voting and dispositive power over 513,865 shares of the Class B Common Stock (the “Class B Testamentary Shares”) and 509,385 shares of the Class A Common Stock (the “Class A Testamentary Shares”), under the Will dated July 3, 1996 (the “Will”) of their father, Branson J. McRae, who died on February 26, 1997 (the “Decedent”) upon qualification as co-executors of the estate (the “Estate”) of the Decedent on March 11, 1997 under the local law of Montgomery County, North Carolina.

On July 28, 1998, the Estate distributed 147,427 of the Class A Testamentary Shares (the “Distributed Shares”) pursuant to the provisions of the Will. Each Manager received 24,363 of the Distributed Shares.

On November 8, 2000, the Estate contributed the remaining 361,925 Class A Testamentary Shares to the capital of A Investment Co. and all of the Class B Testamentary Shares to the capital of B Investment Co. Concurrently, the mother of the Managers, Mrs. Lorraine Hamilton McRae, contributed 68,809 shares of the Class A Common Stock (“Mrs. McRae’s Class A Shares”) to the capital of A Investment Co. and 18,834 shares of the Class B Common Stock (“Mrs. McRae’s Class B Shares”) to the capital of B Investment Co. The Managers are the managers of each A Investment Co. and B Investment Co.

No funds or other consideration were used in the acquisition of the Distributed Shares as each Manager became the beneficial owner of his portion of the Distributed Shares not by purchase but by operation of law under the Will. A Investment Co. and B Investment Co. each issued membership interests in exchange for its acquisition of the Class A Testamentary Shares (except the Distributed Shares) and the Class B Testamentary Shares, respectively, and Mrs. McRae’s Class A Shares and Mrs. McRae’s Class B Shares, respectively (collectively, the “Investment Shares”). The Managers may be deemed to have acquired beneficial ownership of the Investment Shares by virtue of their positions as managers of A Investment Co. and B Investment Co.

In addition, each of the Managers beneficially owns certain other shares of Class A Common Stock and Class B Common Stock (the “Other Shares”) which were primarily acquired by gift and by purchase in the years prior to the death of the Decedent. The amount of such Other Shares is not material.

Since the Managers acquired their beneficial ownership of the Distributed Shares not by purchase but by operation of law, they became beneficial owners without motive or purpose. A Investment Co., B Investment Co. and the Managers acquired the Investment Shares as part of an estate planning device. Each Manager intends to hold his portion of the Distributed Shares for investment. A Investment Co., B Investment Co. and the Managers intend to hold the Investment Shares for investment.

Each of the Managers intends to hold his respective Other Shares also for investment.

The Reporting Persons are continuously evaluating the business and prospects of the Issuer, and their present and future interests in, and intentions with respect to, the Issuer and may at any time decide to dispose of any or all of the shares of the Issuer currently owned by them, as well as securities they may acquire in the future.

Other than discussed as herein, the Reporting Persons currently have no plans to effect:

(a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or the to fill any existing vacancies on the Board of Directors;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s articles of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

The Reporting Persons intend to evaluate their investment in the Issuer continuously and may, based on any such evaluation, determine at a future date to change their current position with respect to any action enumerated above.

(a) The aggregate number of shares of Class A Common Stock that Mr. D. Gary McRae beneficially owns pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934 is 1,063,934, which constitutes approximately 42.9% of the outstanding shares of the Class A Common Stock. Mr. D. Gary McRae disclaims beneficial ownership with respect to all such shares described in Item 5(b)(1)(ii) and (iii).

The aggregate number of shares of Class A Common Stock that Mr. James W. McRae beneficially owns pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934 is 1,037,466 which constitutes approximately 41.9% of the outstanding shares of the Class A Common Stock. Mr. James W. McRae disclaims beneficial ownership with respect to all such shares described in Item 5(b)(2)(ii) and (iii).

The aggregate number of shares of Class A Common Stock that A Investment Co. beneficially owns pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934 is 430,734 which constitutes approximately 22.3% of the outstanding shares of the Class A Common Stock.

The aggregate number of shares of Class A Common Stock that B Investment Co. beneficially owns pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934 is 542,711 which constitutes approximately 21.9% of the outstanding shares of the Class A Common Stock.

This statement does not include any interest of either Manager in Class A Common Stock through the Issuer’s Employee Stock Ownership Plan.

(b) The shares of Class A Common Stock reported herein are beneficially owned among the Reporting Persons as follows:

(1) With respect to Mr. D. Gary McRae, the 1,063,934 aggregate amount of shares of Class A Common Stock are beneficially owned as follows:

(i) 59,176 shares of Class A Common Stock are beneficially owned by Mr. D. Gary McRae directly. Mr. D. Gary McRae has the sole investment power to dispose or direct the disposition of these shares and he has the sole voting power to vote or direct the voting of these shares.

(ii) 2,000 shares of Class A Common Stock are owned by Mr. D. Gary McRae’s child. Mr. D. Gary McRae may be deemed to have shared investment power to dispose or direct the disposition of these shares and he may be deemed to have shared voting power to vote or direct the voting of these shares.

(iii) 1,111 shares of Class A Common Stock are owned by Mr. D. Gary McRae’s wife. Mr. D. Gary McRae may be deemed to have shared investment power to dispose or direct the disposition of these shares and he may be deemed to have shared voting power to vote or direct the voting of these shares. Mr. D. Gary McRae disclaims beneficial ownership of these shares.

(iv) 430,734 shares of Class A Common Stock are beneficially owned by Mr. D. Gary McRae as manager of A Investment Co. In such capacity, Mr. D. Gary McRae has the indirect shared investment power to dispose or direct the disposition of these shares and he has the indirect shared voting power to vote or direct the voting of these shares. He shares such indirect investment and voting power with Mr. James W. McRae, his brother.

(v) 28,202 shares of Class B Common Stock are beneficially owned by Mr. D. Gary McRae directly. Each share of Class B Common Stock may be converted, at the option of the holder, into Class A Common Stock on a share for share basis. Mr. D. Gary McRae has the sole investment power to dispose or direct the disposition of these shares and he has the sole voting power to vote or direct the voting of these shares.

(vi) 542,711 shares of Class B Common Stock are beneficially owned by Mr. D. Gary McRae as manager of B Investment Co. In such capacity, Mr. D. Gary McRae has the indirect shared investment power to dispose or direct the disposition of these shares and he has the indirect shared voting power to vote or direct the voting of these shares. He shares such indirect investment and voting power with Mr. James W. McRae, his brother. Each share of Class B Common Stock may be converted, at the option of the holder, into Class A Common Stock on a share for share basis.

(2) With respect to Mr. James W. McRae, the 1,037,466 aggregate amount of shares of Class A Common Stock are beneficially owned as follows:

(i) 43,633 shares of Class A Common Stock are beneficially owned by Mr. James W. McRae directly. Mr. James W. McRae has the sole investment power to dispose or direct the disposition of these shares and he has the sole voting power to vote or direct the voting of these shares.

(ii) 430,734 shares of the Class A Common Stock are beneficially owned by Mr. James W. McRae as manager of A Investment Co. In such capacity, Mr. James W. McRae has the indirect shared investment power to dispose or direct the disposition of these shares and he has the indirect shared voting power to vote or direct the voting of these shares. He shares such indirect investment and voting power with Mr. D. Gary McRae, his brother.

(iii) 20,388 shares of Class B Common Stock are beneficially owned by Mr. James W. McRae directly. Each share of Class B Common Stock may be converted, at the option of the holder, into Class A Common Stock on a share for share basis. Mr. James W. McRae has the sole investment power to dispose or direct the disposition of these shares and he has the sole voting power to vote or direct the voting of these shares.

(iv) 542,711 shares of Class B Common Stock are beneficially owned by Mr. James W. McRae as manager of B Investment Co. In such capacity, Mr. James W. McRae has the indirect shared investment power to dispose or direct the disposition of these shares and he has the indirect shared voting power to vote or direct the voting of these shares. He shares such indirect investment and voting power with Mr. D. Gary McRae, his brother. Each share of Class B Common Stock may be converted, at the option of the holder, into Class A Common Stock on a share for share basis.

(3) With respect to A Investment Co., the 430,734 aggregate amount of shares of Class A Common Stock are beneficially owned by A Investment Co. directly. A Investment Co. has the sole investment power to dispose or direct the disposition of these shares and has the sole voting power to vote or direct the voting of these shares.

(4) With respect to B Investment Co., the 542,711 aggregate amount of shares of Class A Common Stock are beneficially owned by B Investment Co. directly through its ownership of 542,711 shares of Class B Common Stock. B Investment Co. has the sole investment power to dispose or direct the disposition of these shares and has the sole voting power to vote or direct the voting of these shares. Each share of Class B Common Stock may be converted, at the option of the holder, into Class A Common Stock on a share for share basis.

(c) None of the Reporting Persons and, to the knowledge of the Reporting Persons, no executive officer of, or to the extent applicable, director of any Reporting Person, has had any transactions in the Class A Common Stock in the last 60 days.

(d) Except as set forth herein, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Issuer’s Class A Common Stock beneficially owned by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Managers, A Investment Co., Lorraine Hamilton McRae and the Estate are party to A Investment Co.’s Operating Agreement (the “A Operating Agreement”), which provides, subject to certain limited exceptions, that the management, operation and control of A Investment Co. is vested exclusively with its managers. The A Operating Agreement provides that A Investment Co.’s managers shall be the Managers until such time as there is a change of control of the Issuer. After a change of control of the Issuer, a majority-in-interest of A Investment Co.’s members may select its managers. The A Operating Agreement further provides that no action may be taken by or on behalf of A Investment Co. without the approval of a majority of its managers.

The Managers, B Investment Co., Lorraine Hamilton McRae and the Estate are party to B Investment Co.’s Operating Agreement (the “B Operating Agreement”), which provides, subject to certain limited exceptions, that the management, operation and control of B Investment Co. is vested exclusively with its managers. The B Operating Agreement provides that B Investment Co.’s managers shall be the Managers until such time as there is a change of control of the Issuer. After a change of control of the Issuer, a majority-in-interest of B Investment Co.’s members may select its managers. The B Operating Agreement further provides that no action may be taken by or on behalf of B Investment Co. without the approval of a majority of its managers.


Exhibit	Name
99.1	Joint Filing Agreement dated May 28, 2004, by and among D. Gary McRae, James W. McRae, A Investment Co. and B Investment Co.	Filed herewith.

99.2	Operating Agreement of McRae A Investment Company, LLC	Incorporated by reference to Exhibit 2 to the Schedule 13D filed by D. Gary McRae, James W. McRae and McRae A Investment Company, LLC on November 17, 2000

99.3	Operating Agreement of McRae B Investment Company, LLC	Incorporated by reference to Exhibit 2 to the Schedule 13D filed by D. Gary McRae, James W. McRae and McRae B Investment Company, LLC November 17, 2000

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


		May 28, 2004

		/s/ D. Gary McRae

		D. Gary McRae

		/s/ James W. McRae

		James W. McRae

		MCRAE A INVESTMENT COMPANY, LLC

		By:		/s/ D. Gary McRae

				Name: D. Gary McRae
				Title: Manager

		By:		/s/ James W. McRae

				Name: James W. McRae
				Title: Manager

		MCRAE B INVESTMENT COMPANY, LLC

		By:		/s/ D. Gary McRae

				Name: D. Gary McRae
				Title: Manager

		By:		/s/ James W. McRae

				Name: James W. McRae
				Title: Manager

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13D with respect to the Class A Common Stock, $1.00 par value, of McRae Industries, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 28th day of May, 2004.



		/s/ D. Gary McRae

		D. Gary McRae

		/s/ James W. McRae

		James W. McRae

		MCRAE A INVESTMENT COMPANY, LLC

		By:		/s/ D. Gary McRae

				Name: D. Gary McRae
				Title: Manager

		By:		/s/ James W. McRae

				Name: James W. McRae
				Title: Manager

		MCRAE B INVESTMENT COMPANY, LLC

		By:		/s/ D. Gary McRae

				Name: D. Gary McRae
				Title: Manager

		By:		/s/ James W. McRae

				Name: James W. McRae
				Title: Manager