SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 Schedule 13G

                   Under the Securities Exchange Act of 1934
                             (Amendment No.   1  )*


                                 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 [].  (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           226,010
               Beneficially      (6)Shared Voting Power
              Owned by Each      (7)Sole Dispositive Power      226,010
     Reporting Person With:      (8)Shared Dispositive Power    3,048,750

(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 226,010 (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of 226,010 (iv) Shared power to dispose or to direct the disposition of 3,048,750
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 First Union National Bank of North Carolina (BK) 56-0900030 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 statement is true, complete and correct. of my knowledge and belief, I certify that the information set forth in this FIRST UNION CORPORATION March 28, 1995 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).