SecProbe.io

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Mail Stop 3561
								  August 10, 2005

Marvin G. Kiser, Sr.
Vice President of Finance
McRae Industries, Inc.
400 North Main Street
Mount Gilead, North Carolina 27306

Re:	McRae Industries, Inc.
	Amendment No. 1 to Schedule 13E-3
	Filed July 22, 2005
	File No. 5-34909
      Amendment No. 1 to Preliminary Proxy Statement on Schedule
14A
      Filed July 22, 2005
	File No. 1-8578

Dear Mr. Kiser:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that you have subsequently filed an 8-K concerning your
purchase of the assets of Texas Boot, Inc.  If you believe this is
a
material transaction, please augment your Schedule 14A disclosure
concerning this transaction and consider the impact it may have on
your analysis for going private.  If you do not believe it is
material, please explain to us why you do not believe it is
material.
Also, please revise your disclosure as it relates to Item 6 of
Schedule 13E-3, as applicable.  In this regard, it appears that
your
acquisition of assets should be disclosure pursuant to Item
1006(c)(2) of Regulation M-A.
2. We note your response to comment 3.  Please tell us whether
employees who hold shares through the ESOP have the ability to
direct
the vote with respect to those shares.

Schedule 14A

Letter to Stockholders
Introduction
3. We note the revisions you have made to the stockholders letter
in
response to our comment 2 in our letter dated July 13, 2005.
Please
make similar revisions to your notice and the forefront of the
proxy
entitled "Introduction."

Summary Term Sheet, page 1
Treatment of Shares Held in "Street Name"
4. We reissue comment 5.  You continue to repeat information in
the
summary and Q&A.
5. Revise the summary term sheet to briefly disclose each filing
person`s fairness determination.  We note that you have not
summarized the fairness determinations of the McRaes, who were
added
as filing persons in the last amendment
6. We refer you to prior comment 6.  Please revise to disclose
what
discretion your security holders` bank or broker may have in the
ultimate outcome of whether the security holder will be cashed
out.
Also, other than "working through your broker," please disclose
what,
if any, actions security holders may take to be certain of the
manner
in which their shares will be treated.  To the extent that they
may
purchase additional shares, dispose of shares or change their
ownership structure to be certain that they remain a security
holder
or are cashed out, please disclose.   Finally, on pages 7 and 13
you
state that beneficial holders who hold less than 200 shares will
not
be cashed out in the transaction.  Is it possible for a security
holder with fewer than 200 shares to be cashed out, for example,
if
there are no other persons who hold shares through the same bank,
broker or other nominee?  If so, please clarify the disclosure in
the
filing.

Special Factors, page 13
Purpose and Reasons for the Transaction, page 16
7. We refer you to the benefits of the transaction and the various
disadvantages of the transaction on page 17.  Please revise to
ensure
that you include a reasonably thorough discussion of the
detriments
of the reverse and forward stock split.  See Instruction 2 to Item
1013 of Regulation M-A.  For example, revise to discuss that the
company will no longer be subject to the federal securities laws,
including the provisions of the Sarbanes-Oxley Act or the
liability
provisions of the Exchange Act and that officers of the company
will
no longer be required to certify the accuracy of its financial
statements.  Further, please disclose the effect of the Rule 13e-3
transaction on the McRae`s interest in the net book value and net
earnings of the subject company in terms of both dollar amounts
and
percentages.  See Instruction 3 to Item 1013 of Regulation M-A.

Recommendation of the Special Committee, page 19
8. We refer you to the subheading "Effects on Stockholders Who
Would
Be Cashed Out" on page 19.  It does not appear that the disclosure
following the above referenced subheading addresses the effects of
the transaction on McRae`s security holders.  Rather it appears
that
this subsections address the fairness determination requirements
of
Item 1014 of Regulation M-A.  Please revise your disclosure to
more
appropriately label your disclosure.  Also, we refer you to the
subheadings "Effects on Stockholders Who Would Remain" on page 21.
To the extent that this subsection also addresses factors
considered
by the board in reaching their fairness determination, please
revise
your subheading to reflect this.  Further, we remind you that
although Item 1013(d) contemplates the effects of the transaction
on
the company`s affiliated and unaffiliated security holders, Item
1014
disclosure should be limited to the fairness of the transaction as
to
the unaffiliated security holders that will be cashed out and
those
that will remain security holders of McRae.  Further, your
response
to prior comment 16 should focus on whether the special committee
considered any different factors with regard to the two categories
of
unaffiliated security holders.
9. Further explain to us, with a view toward clarified disclosure,
how the possibility outlined in the last bullet point on page 26,
which would occur after the transaction, if possible, supports the
fairness of the transaction.  For example, do you have reason to
believe that security holders would be able to make these
purchases
at prices that are advantageous in comparison to the consideration
received in the split?

10. Revise to clarify how each of the substantive factors outlined
on
page 24 supports the fairness determination with respect to those
unaffiliated security holders who will continue to be security
holders of the company.
11. If the special committee and/or the board was aware of the
company`s liquidation value, disclose it here.  If not, revise to
clarify why the special committee believed that "going concern
value
significantly exceeds . . . liquidation value."

Opinion of the Financial Advisor, page 23
12. Briefly explain why Oxford used these methodologies for
valuing
the company, as to other available means of determining value.
That
is, why does it believe these are the most appropriate methods to
determine the fair value of these shares?
13. We refer you to Oxford`s comparable company analysis and
comparable transaction analysis.  For each analysis expand your
disclosure to explain why Oxford deemed the companies and
transactions to be comparable.
14. Please revise the comparable transactional analysis to show
how
Oxford analyzed the implied valuation premiums paid in the
precedent
transactions.  In this regard, you should disclose the range of
implied valuation premiums derived in this analysis.  You should
also
explain the meaning and significance of this analysis and draw a
conclusion between the results of the this analysis versus the
implied valuation premium and the consideration offered in this
transaction.  Did Oxford place more importance on that fact that
McRae is offering the highest closing price in the 12-months prior
to
the announcement of the transaction than the implied valuation
premium for the comparable transactions?  If so, explain the basis
for its belief.
15. You disclose that "only the special committee and the board of
directors are entitled to rely on the opinion and advisory
services
of Oxford Advisors."  Please revise this disclosure because
disclaimers of responsibility that in any way state or imply that
investors are not entitled to rely on the opinion or other
limitations on whom may rely on the opinion are unacceptable.  See
Section II.D.1 of our Current Issues Outline, publicly available
at
our website at www.sec.gov.
16. We note the revisions you have made to the "Special Factors -
Opinion of Financial Advisor" in response to our comment 19 in our
letter dated July 13, 2005.  Our original comment also asked for
you
to clarify what consideration the board gave to the fact that
Oxford
did not distinguish between the two classes of stock.  Please
revise
your disclosure to include the second part of our comment 19
concerning the board.

Appendix A
Appendix B
Form of Proxy
17. We refer you to your response to prior comment 22.  Please
advise
of the basis, under Delaware law, for your belief that a single
proposal to affect a reverse/forward stock split is permissible
and
does not require bifurcation.
* * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, we remind you
to
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please contact Scott Anderegg, Staff Attorney, at (202) 551-
3342, David Mittelman, Legal Branch Chief, at (202) 551-3214 or me
at
(202) 551-3456 with any questions.

      Sincerely,

	Jeffrey B. Werbitt
      Attorney Advisor
Office of Mergers and Acquisitions

cc:	Mark R. Busch, Esq.
	Via Fax (704) 353-3140

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Marvin G. Kiser, Sr.
McRae Industries, Inc.
August 10, 2005
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