SecProbe.io

CORRESP
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McRae Industries, Inc.

October 5, 2005

VIA: EDGAR

Securities and Exchange Commission

Division of Corporation Finance, Mail Stop 3561

450 Fifth Street, NW

Washington, DC 20549-0308

    Attention:

    Scott Anderegg, Esq.

    RE:

    McRae Industries, Inc.

    Schedule 13E-3 (File no. 5-34909)

    Preliminary Proxy Statement on Schedule 14A (File no. 1-8578)

Ladies and Gentlemen:

     On September 29, 2005 McRae Industries, Inc. (the “Company”), D. Gary McRae and James W. McRae
filed Amendment No. 3 to Schedule 13E-3 (SEC file no. 5-34909) and the Company filed Amendment No.
3 to its Preliminary Proxy Statement on Schedule 14A (SEC file no. 1-8578) (the “Filings”). The
Filings reflect the changes made in response to the comments in the staff’s comment letters dated
July 13, 2005, August 10, 2005, September 9, 2005 and September 26, 2005.

     The Company, D. Gary McRae and James W. McRae (collectively, the “Filings Persons”) hereby
certify that:

    •

    The Filing Persons are responsible for the adequacy and accuracy of the disclosure
in the Filings;

    •

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

    •

    The Filing Persons 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.

[Signature Page Follows]

SIGNATURES

     The Company certifies that it has authorized this letter to be signed on its behalf by the
undersigned, thereunto duly authorized, on October 5, 2005.

McRAE INDUSTRIES, INC.

By: /s/ D. Gary McRae

D. Gary McRae

President

/s/ D. Gary McRae

D. Gary McRae

/s/ James W. McRae

James W. McRae