X0202 4 2004-08-16 0 0000029332 DIXIE GROUP INC DXYN 0000949130 FRIERSON DANIEL K THE DIXIE GROUP, INC. 345-B NOWLIN LANE CHATTANOOGA TN 37421 1 1 1 0 Chairman of the Board and CEO Common Stock, $3 Par Value 2004-08-16 4 F 0 966 8.875 A 7059 D Class B Common Stock, $3 Par Value 2004-08-16 4 F 0 78912 11.77 D 218008 D Class B Common Stock, $3 Par Value 2004-08-16 4 F 0 103687 8.875 A 321695 D Common Stock, $3 Par Value 2004-08-16 5 G 0 E 2526 0 D 4533 D Class B Common Stock, $3 Par Value 2004-08-16 5 G 0 E 50000 0 D 271695 D Class B Common Stock, $3 Par Value 2004-08-16 5 G 0 E 50000 0 A 75127 I by Wife Common Stock, $3 Par Value 5486 I by Trust This transaction represents settlement of the Reporting Person's outstanding subscriptions under the Issuer's Stock Ownership Plan for designated senior executives. The Reporting Person settled subscriptions covering a total of 104,653 shares (which could be settled, at the Reporting Person's election, either for all Common Stock or for Common Stock and Class B Common Stock in proportion to the Reporting Person's existing ownership), with an aggregate subscription price of $928,795.38, through the surrender to the Issuer of 78,912 shares of Class B Common Stock, valued at the market price of $11.77 per share, and payment of $1.14 cash (resulting in the delivery of 966 shares of Common Stock and 103,687 shares of Class B Common Stock). Includes 3,567 shares allocated to the Reporting Person's account under the Issuer's 401(k) plan. Gift to wife who shares Reporting Person's household. The Reporting Person disclaims beneficial ownership of the shares held by his wife, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his wife's shares for purposes of Section 16 or for any other purpose. John F. Henry, Jr., by power of attorney for Daniel K. Frierson 2004-08-17