10-K/A

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

FORM 10-K/A
(Amendment No. 1)
                           

(Mark One)

[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 27, 2003

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 0-2585

The Dixie Group, Inc.
(Exact name of registrant as specified in its charter)
                                                                        

Tennessee                              (State or other jurisdiction of incorporation or organization)	62-0183370                (I.R.S. Employer Identification No.)
345-B Nowlin Lane, Chattanooga, TN              (Address of principal executive offices)	37421                  (Zip Code)
(423) 510-7000                        Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class None	Name of Each Exchange on Which Registered None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $3.00 Par Value (Title of Class)
Indicate by check mark 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, and (2) has been subject to such filing requirements for the past 90 days.
Yes [x]	No [  ]

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

                                              

FORM 10-K/A (Continued)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 27, 2003 (the last business day of the registrant's most recently completed fiscal second quarter) was approximately $33,900,000. The aggregate market value was computed by reference to the closing price of the Common Stock on such date. In making this calculation, the registrant has assumed, without admitting for any purpose, that all executive officers, directors, and holders of more than 10% of a class of outstanding Common Stock, and no other persons, are affiliates. No market exists for the shares of Class B Common Stock, which is neither registered under Section 12 of the Act nor subject to Section 15(d) of the Act.
Indicate the number of shares outstanding of each of the registrant's classes of Common Stock as of the latest practicable date.

Class	Outstanding as of March 12, 2004
Common Stock, $3.00 Par Value	11,416,214 shares
Class B Common Stock, $3.00 Par Value	636,230 shares
Class C Common Stock, $3.00 Par Value	0 shares

Documents Incorporated By Reference.

Specified portions of the following documents are incorporated by reference:
     Proxy Statement of the registrant for annual meeting of shareholders to be held May 6, 2004 (PART III).

EXPLANATORY NOTE:

The Registrant is filing this Amendment No. 1 to its Form 10-K for the fiscal year ended December 27, 2003, to correct a typographical error with respect to the basic earnings (loss) per share and diluted earnings (loss) per share for the fourth quarter of fiscal 2003 contained in the Quarterly Financial Data, Dividends and Price Range of Common Stock table under Item 5. No other information contained in the original filing is amended hereby. This amendment does not reflect events occurring after the filing of the original Form 10-K, or modify or update other disclosures therein in any way other than as required to correct Item 5.

ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

The Company's Common Stock trades on the National Market System with the NASDAQ symbol DXYN. No market exists for the Company's Class B Common Stock.

As of March 12, 2004, the total number of holders of the Company's Common Stock was approximately 2,800, including an estimated 2,100 shareholders who hold the Company's Common Stock in nominee names, but excluding 1,660 participants in the Company's 401(k) plan who may direct the voting of the shares allocated to their accounts. The total number of holders of the Company's Class B Common Stock was 15.

Recent Sales of Unregistered Securities

On November 14, 2003, Gary A. Harmon settled outstanding subscriptions under the Stock Ownership Plan covering a total of 45,714 shares, with an aggregate subscription price of $339,997.88, through the surrender to the Company of 37,988 shares of Common Stock, valued at the market price of $8.95 per share, and payment of $5.28 cash (resulting in the net delivery of 7,726 new shares of Common Stock). We believe that the issuance of these securities was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof because this issuance did not involve a public offering or sale. No underwriters, brokers or finders were involved in this transaction.

Quarterly Financial Data, Dividends and Price Range of Common Stock

Following are quarterly financial data, dividends and price range of Common Stock for the four quarterly periods in the years ended December 27, 2003 and December 28, 2002. Totals of the quarterly information for each of the years reflected below may not necessarily equal the annual totals. Results for the periods presented have been restated to classify the results of our North Georgia operations sold in November 2003 and in early fiscal 2004 as discontinued operations. The discussion of restrictions on payment of dividends is included in Note H to the Consolidated Financial Statements included herein.

THE DIXIE GROUP, INC.
QUARTERLY FINANCIAL DATA, DIVIDENDS AND PRICE RANGE OF COMMON STOCK
(unaudited)
(dollars in thousands, except per share data)

2003 QUARTER		1ST		2ND		3RD		4TH
Net sales	$	51,885	$	58,857	$	58,790	$	64,617
Gross profit		18,129		20,347		19,749		21,697
Income (loss) from continuing operations (1)		877		1,889		(60)		(11,734)
Loss from discontinued operations		(1,213)		(492)		(1,347)		(2,097)
Loss on disposal of discontinued operations		---		---		---		(2,778)
Net income (loss) (1)		(336)		1,397		(1,407)		(16,609)
Basic earnings (loss) per share:
Continuing operations (1)		0.07		0.16		(0.01)		(0.99)
Discontinued operations		(0.10)		(0.04)		(0.11)		(0.18)
Disposal of discontinued operations		---		---		---		(0.23)
Net income (loss) (1)		(0.03)		0.12		(0.12)		(1.40)
Diluted earnings (loss) per share:
Continuing operations (1)		0.07		0.16		(0.01)		(0.99)
Discontinued operations		(0.10)		(0.04)		(0.11)		(0.18)
Disposal of discontinued operations		---		---		---		(0.23)
Net income (loss) (1)		(0.03)		0.12		(0.12)		(1.40)
Dividends:
Common Stock		---		---		---		---
Class B Common Stock		---		---		---		---
Common Stock Prices:
High		4.34		3.50		8.00		8.95
Low		2.85		2.80		3.06		7.08
(1) Results in the fourth quarter include $13,445 after tax, or $1.14 per share of impairment and other charges that resulted from the sale of our North Georgia operations.
2002 QUARTER		1ST		2ND		3RD		4TH
Net sales	$	53,392	$	59,728	$	56,098	$	54,065
Gross profit		17,173		21,241		19,625		19,145
Income from continuing operations		1,467		2,646		2,967		4,368
Income (loss) from discontinued operations		(971)		390		(555)		(2,041)
Loss on disposal of discontinued operations		---		---		---		(3,705)
Net income (loss)		496		3,036		2,412		(1,378)
Basic earnings (loss) per share:
Continuing operations		0.12		0.23		0.26		0.37
Discontinued operations		(0.08)		0.03		(0.05)		(0.17)
Disposal of discontinued operations		---		---		---		(0.32)
Net income (loss)		0.04		0.26		0.21		(0.12)
Diluted earnings (loss) per share:
Continuing operations		0.12		0.22		0.25		0.37
Discontinued operations		(0.08)		0.03		(0.05)		(0.17)
Disposal of discontinued operations		---		---		---		(0.32)
Net income (loss)		0.04		0.25		0.20		(0.12)
Dividends:
Common Stock		---		---		---		---
Class B Common Stock		---		---		---		---
Common Stock Prices:
High		4.80		7.19		6.00		4.50
Low		4.15		4.60		3.00		3.12

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)	List of exhibits filed pursuant to Item 601 of Regulation S-K.
	The following exhibits are being filed herewith.
	(31.1)	CEO Certification pursuant to Securities Exchange Act Rule 13a-14(a).
	(31.2)	CFO Certification pursuant to Securities Exchange Act Rule 13a-14(a).
	(32.1)	CEO Certification pursuant to Securities Exchange Act Rule 13a-14(b).
	(32.2)	CFO Certification pursuant to Securities Exchange Act Rule 13a-14(b).

SIGNATURES


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

 March 31, 2004 The Dixie Group, Inc.

/s/ GARY A. HARMON                
By: Gary A. Harmon
      Vice President and
      Chief Financial Officer

EX-31

EXHIBIT 31.1 - Sarbanes-Oxley Section 302(a) Certification

I, Daniel K. Frierson, Chief Executive Officer of The Dixie Group, Inc. certify that:

1.   I have reviewed this amended annual report on Form 10-K/A of The Dixie Group, Inc.;

2.   Based on my knowledge, this amended annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended annual report;

3.   Based on my knowledge, the financial statements, and other financial information included in this amended annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended annual report;

4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended annual report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this amended annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this amended annual report based on such evaluation; and

c. disclosed in this amended annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated in this amended annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 31, 2004   /s/ Daniel K. Frierson                        
Daniel K. Frierson
Chief Executive Officer
The Dixie Group, Inc.

EX-31

Exhibit 31.2 - Sarbanes-Oxley Section 302(a) Certification

I, Gary A. Harmon, Chief Financial Officer of The Dixie Group, Inc. certify that:

1.   I have reviewed this amended annual report on Form 10-K/A of The Dixie Group, Inc.;

2.   Based on my knowledge, this amended annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended annual report;

3.   Based on my knowledge, the financial statements, and other financial information included in this amended annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended annual report;

4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended annual report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this amended annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this amended annual report based on such evaluation; and

c. disclosed in this amended annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated in this amended annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 31, 2004 /s/ Gary A. Harmon                          
Gary A. Harmon
Chief Financial Officer
The Dixie Group, Inc.

EX-32

EXHIBIT 32.1 - CHIEF EXECUTIVE OFFICER CERTIFICATION


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of The Dixie Group, Inc. (the "Company") on Form 10-K/A for the period ending December 27, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) that he is the Chief Executive Officer of the Company and that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ DANIEL K. FRIERSON                                 
Daniel K. Frierson, Chief Executive Officer
Date: March 31, 2004

A signed original of this written statement required by Section 906 has been provided to The Dixie Group, Inc. and will be retained by The Dixie Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32

EXHIBIT 32.2 - CHIEF FINANCIAL OFFICER CERTIFICATION



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of The Dixie Group, Inc. (the "Company") on Form 10-K/A for the period ending December 27, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) that he is the Chief Financial Officer of the Company and that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ GARY A. HARMON                              
Gary A. Harmon, Chief Financial Officer
Date: March 31, 2004

A signed original of this written statement required by Section 906 has been provided to The Dixie Group, Inc. and will be retained by The Dixie Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.