SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                                Schedule 13G

                 Under the Securities Exchange Act of 1934
                           (Amendment No.     )*


                                Culp Incorporated               
                              (Name of Issuer)

                                   Common Stock                            
         
                       (Title of Class of Securities)

                              230 215 105                     
                               (CUSIP Number)


Check the following box if a fee is  being paid with this statement (check 
mark). (A fee is not required only if the filing person: (1) has a previous 
statement on file reporting beneficial ownership of more than five percent of 
the class of securities described in Item 1;  and (2) has filed no amendment
subsequent thereto  reporting beneficial ownership of five  percent or less
of such class.)  (See Rule 13d-7.)

*  The remainder  of this cover  page shall  be filled out  for a reporting
person's initial filing  on this form with respect to  the subject class of
securities, and  for any subsequent amendment  containing information which
would alter the disclosures provided in a prior cover page.

The information required in the  remainder of this cover page shall  not be
deemed to  be "filed"  for  the purpose  of Section  18  of the  Securities
Exchange  Act of 1934  ("Act") or otherwise  subject to  the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).


                    (Continued on the following page(s))
                            Page 1 of  4   Pages





                                                                Page 2 of 4


CUSIP NO.  230 215 105
                                                                           
                                                           
(1)  Names  of Reporting  Persons S.S.  or  I.R.S.  Identification Nos.  of
     Above Persons:

     First Union Corporation            56-0898180

                                                                           
                                                           
(2)  Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)                 [ ]
     (b)                 [ ]

                                                                           
                                                           
(3)  SEC Use Only

                                                                           
                                                           
(4)  Citizenship or Place of Organization:

     First Union Corporation - North Carolina
                                                                           
                                                           
Number of Shares         (5)Sole Voting Power                3,274,760
Beneficially             (6)Shared Voting Power             
Owned by Each            (7)Sole Dispositive Power           3,274,760
Reporting Person With:   (8)Shared Dispositive Power              

                                                                           
                                                            
(9)  Aggregate Amount Beneficially Owned by Each Reporting Person

     3,274,760
                                                                           
                                                           
(10) Check if  the Aggregate Amount in  Row 9 Excludes  Certain Shares (See
     Instructions)
     [ ]

                                                                           
                                                           
(11) Percent of Class Represented by Amount in Row 9

     29.2%

                                                                           
                                                           
(12) Type of Reporting Person (See Instructions)

     First Union Corporation (HC)

                                                                           
                                                           





                                                                Page 3 of 4
Item 1(a)                Name of Issuer:

                         Culp Incorporated     

Item 1(b)                Address of Issuer's Principal Executive Office:

                         101 South Main Street
                         P.O. Box 2686
                         High Point, NC  27261-2686

Item 2(a)                Name of Person Filing:

                         First Union Corporation

Item 2(b)                Address of Principal Office:

                         One First Union Center
                         Charlotte, North Carolina 28288

Item 2(c)                Citizenship:

                         First Union Corporation - North Carolina

Item 2(d)                Title of Class of Securities:

                         Common Stock

Item 2(e)                CUSIP Number:

                         230 215 105

Item 3    If  this statement is  filed pursuant  to Rules  13d-1(b), or 13d-
          2(b), check whether the person filing is a:

          (g)  [X]  Parent Holding  Company,  in  accordance  with  section
                    240.13d-1(b) (ii) (G)

Item 4    Ownership:

       (a)  Amount Beneficially Owned:       3,274,760
       (b)  Percent of Class:                   29.2%  
       (c)  Number of shares as to which such person has:
            (i)  Sole power to vote or to direct the vote         3,274,760
            (ii) Shared power to vote or to direct the vote      
            (iii)Sole power to dispose or to direct the 
                 disposition of                                   3,274,760
            (iv) Shared power to dispose  or to direct the 
                 disposition of                              

Item 5 Ownership of Five Percent or Less of a Class:
       Not applicable

Item 6 Ownership of More Than Five Percent on Behalf of Another Person:

      Not applicable



                                                                Page 4 of 4

Item 7 Identification and  Classification of the Subsidiary  Which Acquired
       the Security Being Reported on by the Parent Holding Company:

       First Union National Bank of Virginia (BK)        54-0211320


Item 8 Identification and Classification of Members of the Group:

      Not applicable

Item 9 Notice of Dissolution of Group:

      Not applicable

Item 10   Certification:

     By  signing below, I  certify that,  to the  best of my  knowledge and
     belief,  the  securities  referred  to  above  were  acquired  in  the
     ordinary course of business and  were not acquired for the purpose  of
     and do not  have the effect of changing  or influencing the control of
     the issuer  of such  securities and  were not  acquired in  connection
     with or  as a participant in  any transaction having  such purposes or
     effect.


Signature:

After reasonable  inquiry and to  the best  of my knowledge  and belief,  I
certify that the information set forth  in this statement is true, complete
and correct.

FIRST UNION CORPORATION 

Date

Signature

Dorothy F. Crowe Assistant Vice President & Compliance Officer


Exhibit
First  Union  Corporation is  filing this  schedule  pursuant to  Rule 13d-
1(b)(ii)(G)  as indicated under Item  3(g).  The  relevant subsidiaries are
First Union National Bank  of North Carolina (BK), and First Union National
Bank of Virginia (BK).