SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                Form S-8

                         REGISTRATION STATEMENT
                                 UNDER
                       THE SECURITIES ACT OF 1933


                               CULP, INC.
        (Exact name of registrant, as specified in its charter)


       North Carolina                                          56-1001967
(State or other jurisdiction of                             (I.R.S. Employer)
 incorporation or organization)                            Identification No.)


                         101 South Main Street
                 High Point, North Carolina  27261-2686
                             (919) 889-5161
                (Address of principal executive offices)


                               CULP, INC.

                     PERFORMANCE-BASED OPTION PLAN
                        (Full title of the plan)


                           FRANKLIN N. SAXON
                         101 South Main Street
                 High Point, North Carolina  27261-2686
                (Name and address of agent for service)
                             (919) 889-5161
     (Telephone number, including area code, of agent for service)



                    CALCULATION OF REGISTRATION FEE

  Title of        Amount to      Proposed         Proposed       Amount of
 securities           be         maximum          maximum       registration
    to be         registered   offering price     aggregate          fee
 registered                        per            offering
                                  share            price
Common Shares      128,000        $.05            $6,400         $100.00
($.05 par value)


(1) In accordance with Rule 457(h)(1) of Regulation C, the price for the
shares, which are issuable upon the exercise of outstanding options, is
computed on the basis of the price at which the options may be exercised.


                     This filing contains 66 pages.
                    The exhibit index is on page 11.






                           REOFFER PROSPECTUS


                             128,000 Shares

                               CULP, INC.

                             Common Shares
                            ($.05 par value)

                     PERFORMANCE-BASED OPTION PLAN

                          ___________________


   THESE SECURITIES INVOLVE SOME DEGREE OF RISK.  SEE "RISK FACTORS."

                          ____________________


     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
       SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
       ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                 ____________________

     This Prospectus is being used in connection with the offering
from time to time by shareholders of Culp, Inc. (the "Company"), 101
South Main Street, High Point, North Carolina 27261-2686, who may be
deemed affiliates (as defined in Rule 405 under the Securities Act
of 1933, as amended (the "1933 Act")) of the Company (the
"Affiliates"), or their respective legatees, heirs or legal
representatives, of 128,000 shares of the Company's common stock,
$.05 par value (the "Common Stock"), which may be acquired by them
through the exercise of stock options pursuant to the Culp, Inc.
Performance-Based Option Plan (the "Plan").  Such affiliates of the
Company are collectively referred to herein as the "Selling
Shareholders."  See "Selling Shareholders" below.  The shares
offered hereby have been registered under the 1933 Act by a
registration statement on Form S-8 filed by the Company with this
Prospectus (together, the "Registration Statement").

     The Company expects that the Selling Shareholders intend to
sell all or a portion of the shares offered hereby from time to time
either (i) on the National Market System, or (ii) by private sales
directly or through a broker or brokers.  Sales on the National
Market System will be made at prices prevailing at the time of such
sales.  The Company will not receive any of the proceeds from the
sale of such shares, although it will be paying the expenses of
preparing this Prospectus and the related Registration Statement.
The Affiliates, and any brokers or dealers through whom sales of
shares are made, may be deemed "underwriters" within the meaning of
the 1933 Act, and any profits realized by them on the sale of the
shares may be considered to be underwriting compensation.

           The date of this Prospectus is September 21, 1995.


                                  -2-






                        AVAILABLE INFORMATION

     The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended, and in accordance
therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  Reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C., 20549
and at the Commission's regional offices located in Chicago, at Room
1204, the Everett McKinley Dirksen Building, 219 South Dearborn
Street, Chicago, Illinois, 60604; in Los Angeles, at Suite 500 East,
5757 Wilshire Boulevard, Los Angeles, California, 90036-3648; and in
New York, at 75 Park Plaza, 14th Floor, New York, New York, 10007.
Copies of such material can be obtained upon payment of customary
Commission fees, from the public reference facility of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

     The Company will provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered,
upon written or oral request of such person, a copy of any and all
of the information that has been incorporated by reference in this
Prospectus and in the Registration Statement.  Any such request
should be sent to Franklin N. Saxon, Culp, Inc., 101 South Main
Street, High Point, North Carolina  27261-2686 (telephone: (919)
889-5161).

     The Common Shares of the Company are listed with the National
Association of Securities Dealers Automated Quotation National
Market System.  Reports, proxy statements and other information
concerning the Company can be inspected at such national securities
exchange.

     The Company's executive offices are located at 101 South Main
Street, High Point, North Carolina  27261-2686 (telephone: (919)
889-5161).


              _________________________________________



                          TABLE OF CONTENTS
                                                                 Page

Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . .    4
Selling Shareholders  . . . . . . . . . . . . . . . . . . . . .    5
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . .    6
Documents Incorporated By Reference . . . . . . . . . . . . . .    6



                                  -3-




                             RISK FACTORS

     In addition to the other information in this Prospectus, the
following factors should be considered carefully in evaluating the
Company and its business before purchasing the Common Stock offered
by this Prospectus.


     Customers

     The Company has one significant customer that accounted for
6.7% of the Company's net sales in the fiscal year ended April 30,
1995.  Otherwise, the Company is not dependent upon a single
customer or group of customers, the loss of which would have a
materially adverse effect on the business of the Company.


     Industry Cyclicality

     Demand for the Company's products is principally a function of
consumer demand for upholstered furniture and mattresses.  For most
individuals, a decision to buy upholstered furniture or mattresses
represents both a discretionary purchase and a relatively large
expenditure.  Accordingly, demand is, in general, higher during
periods of economic strength and lower during periods of economic
weakness or uncertainty.


     Competition

     While many companies compete in the upholstery fabric and
mattress ticking manufacturing industries, market share in the
industry is concentrated among a small number of companies which are
highly competitive.  Competition is based primarily on product
design and styling, price, service, and quality.  Several of the
companies with which the Company competes have greater financial
resources than the Company.  Although the Company has experienced no
significant competition in the United States from imports to date,
changes in foreign exchange rates or other factors could make
imported fabrics more competitive with the Company's products in the
future.


     Vulnerability to Changes in Consumer Tastes

     Consumer tastes in upholstered furniture and mattresses change
over time, with the relative importance of certain colors, styles,
and fabric types varying from year to year and consumer tastes
periodically shifting among prints, leather, velvets and woven
fabrics for upholstery fabrics and among damask and printed fabrics
for mattress ticking.


     Fluctuation in Raw Material Prices

     Culp's raw materials consist principally of polypropylene,
polyester, acrylic, cotton, and rayon fibers and yarns for use in
its yarn manufacturing and fabric weaving operations, and latex to
backcoat its finished fabrics.  The Company is dependent upon
outside suppliers for the majority of its raw material needs and,
therefore, is subject to price increases and delays in receiving
supplies of these materials.  All of these products, other than
rayon and cotton, are petrochemical products, and while the cost of
these raw materials has been rising over the past several years, any
dislocation in the petrochemical industry could result in
significant price increases.  Historically, the Company has been
able to pass through a substantial portion of

                                  -4-




any increases in its raw material costs; however, there can be no
assurance that any future increases in raw material costs would not have
a material adverse effect on the Company.


     Dependence on Key Personnel

     The Company's success depends to a significant extent upon the
efforts and abilities of its current Chief Executive Officer and
certain other current members of senior management.  The loss of the
services of one or more of these key employees could have a material
adverse effect on the Company.  The Company does not have "key man"
life insurance on the life of any member of its senior management.


     Compliance with Environmental Laws and Regulations

     The Company's operations are subject to numerous federal,
state, and local laws and regulations pertaining to the discharge of
materials into the environment or otherwise relating to the
protection of the environment.  Environmental liability can extend
to previously owned properties, leased properties, and properties
owned by third parties, as well as to properties currently owned and
leased by the Company.  Environmental liabilities can also be
asserted by adjacent landowners or other third parties in toxic tort
litigation.  In addition, under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, and
analogous state statutes, liabilities can be imposed for the
disposal of waste at sites targeted for cleanup by federal and state
regulatory authorities.


                         SELLING SHAREHOLDERS

     The following table sets forth the name of each Selling
Shareholder required to be included herein, the position which he
has with the Company, the number of Common Shares owned by such
persons as of July 14, 1995, the number of Common Shares eligible to
be reoffered hereby and, if one percent or more, the percentage of
the class to be owned by such Selling Shareholders after completion
of the offering (assuming full exercise of the options covering the
shares offered hereby).

Number of Percentage to Shares Owned as of Maximum be Owned Name Position July 14, 1995 Offered Hereby After Offering Andrew W. Adams Senior Vice President 7,313 10,000 * (Manufacturing), Director Robert G. Culp, III Chairman, Chief Executive 500,059 25,000 4.7% Officer, Director Howard L. Dunn, Jr. President, Chief Operating 241,584 18,000 2.3% Officer, Director Kenneth M. Ludwig Vice President (Human Resources) 0 9,000 * Franklin N. Saxon Vice President, Chief Financial 316 9,000 * Officer, Treasurer
-5- PLAN OF DISTRIBUTION The Company expects that the Selling Shareholders intend to sell all or a portion of the Common Shares offered hereby from time to time either (i) on the National Market System or (ii) by private sale directly or through a broker or brokers. Sales on the National Market System will be made at prices prevailing at the times of such sales. The Affiliates and any brokers or dealers through whom sales are made, may be deemed to be "underwriters" within the meaning of the Securities Act of 1933. There is no assurance that any of the Selling Shareholders will sell any or all of the Common Shares offered by them. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated by reference in this prospectus: 1. The Company's most recent annual report on Form 10-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") containing consolidated financial statements for the Company's latest fiscal year; 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in paragraph 1 above; 3. The description of the common stock contained in the Company's registration statement filed under the Exchange Act on Form 8-A (SEC File No. 0-12781), including any amendment or report filed for the purpose of updating such description; and 4. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering. -6- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this registration statement: (a) The registrant's latest annual report filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in paragraph (a) above; (c) The description of the common stock contained in the registrant's registration statement filed under the Exchange Act on Form 8-A (SEC File No. 0-12781), including any amendment or report filed for the purpose of updating such description; and (d) All documents subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold. Item 6. Indemnification of Directors and Officers. Section 55-2-02 of the North Carolina Business Corporation Act (the "Business Corporation Act") enables a corporation in its articles of incorporation to eliminate or limit, with certain exceptions, the personal liability of a director for monetary damages for breach of duty as a director. No such provision is effective to eliminate or limit a director's liability for (i) acts or omissions that the director at the time of the breach knew or believed to be clearly in conflict with the best interests of the corporation, (ii) improper distributions as described in Section 55-8-33 of the Business Corporation Act, (iii) any transaction from which the director derived an improper personal benefit or (iv) acts or omissions occurring prior to the date the exculpatory provision became effective. The registrant's articles of incorporation limit the personal liability of its directors to the fullest extent permitted by the Business Corporation Act. Sections 55-8-50 through 55-8-58 of the Business Corporation Act permit a corporation to indemnify its directors or officers under either or both a statutory or nonstatutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify a director or officer of the corporation who is or is threatened to be made a party to any legal action, suit or proceeding because of the fact that such person was or is a director or officer of the corporation. This indemnity may include the obligation to pay any judgment, settlement, penalty, fine or reasonable expenses incurred in connection with a proceeding (including counsel fees), but no such indemnification may be granted unless such director or officer (i) conducted himself in good faith, (ii) reasonably believed (1) that any action taken in his official capacity with the corporation was in the best interests of the corporation or (2) that in all other cases his conduct was not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director under the statutory scheme in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding in which a director was adjudged liable on the basis of having received an improper personal benefit. In addition to, and notwithstanding the conditions of and limitations on, the indemnification described above under the statutory scheme, Section 55-8-57 of the Business Corporation Act permits a corporation to indemnify, or agree to indemnify, any director or officer against liability and expenses (including counsel fees) in any -7- proceeding (including proceedings brought by or on behalf of the corporation ) arising out of the person's status as such or the person's activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. The registrant's bylaws provide for indemnification of directors to the fullest extent permitted under the Business Corporation Act. Sections 55-8-52 and 55-8-56 of the Business Corporation Act require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was, or was threatened to be, made a party because he is or was a director or officer of the corporation. Unless prohibited by the articles of incorporation, a director or officer who is a party to a proceeding also may apply for and obtain court-ordered indemnification, as provided in Sections 55- 8-54 and 55-8-56, if the court determines that such director or officer is entitled to the mandatory indemnification as described above or is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct required for statutory indemnification under Section 55-8- 51 or was held liable to the corporation in a proceeding by or in the right of the corporation (except that a director held so liable to the corporation may recover only reasonable expenses incurred). Additionally, Section 55-8-57 of the Business Corporation Act authorizes a corporation to purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation against certain liabilities incurred by such persons, whether or not the corporation is otherwise authorized by the Business Corporation Act to indemnify such persons. The registrant has obtained policies insuring itself and its directors and officers to the extent that the registrant may be required or permitted to indemnify directors or officers against certain liabilities arising from acts or omissions in the discharging of their duties. Item 8. Exhibits. Exhibit Number Description 4.1 Specimen Common Stock Certificate 4.2 Restated Articles of Incorporation of the registrant 4.3 Restated and Amended Bylaws of the registrant 5 Opinion of Robinson, Bradshaw & Hinson, P.A. 23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney of Andrew W. Adams, dated August 18, 1995 24.2 Power of Attorney of Baxter P. Freeze, Sr., dated August 17, 1995 24.3 Power of Attorney of Earl M. Honeycutt, dated August 18, 1995 -8- 24.4 Power of Attorney of Bland W. Worley, dated August 17, 1995 24.5 Power of Attorney of Patrick H. Norton, dated August 17, 1995 24.6 Power of Attorney of Judith C. Walker, dated August 17, 1995 24.7 Power of Attorney of Earl N. Phillips, Jr., dated August 28, 1995 24.8 Power of Attorney of Howard L. Dunn, Jr., dated August 22, 1995 99 Culp, Inc. Performance-Based Option Plan Item 9. Undertakings. The undersigned registrant hereby undertakes as follows: (1) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information set forth in the registration statement. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment involving a fundamental change in the information set forth in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) The registrant shall remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering; (4) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -9- SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of High Point, State of North Carolina on August 28, 1995. CULP, INC. By: /s/ Robert G. Culp, III Robert G. Culp, III Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Robert G. Culp, III Chairman, Chief August 17, 1995 Executive Officer Robert G. Culp, III /s/ Howard L. Dunn, Jr.* President, Chief August 24, 1995 Operating Howard L. Dunn, Jr. Officer, Director /s/ Franklin N. Saxon Vice, President, August 16, 1995 Chief Financial Franklin N. Saxon Officer, Chief Accounting Officer and Director /s/ Earl N. Phillips, Jr.* Director August 24, 1995 Earl N. Phillips, Jr. /s/ Andrew W. Adams* Director August 24, 1995 Andrew W. Adams /s/ Earl M. Honeycutt* Director August 24, 1995 Earl M. Honeycutt /s/ Judith C. Walker* Director August 24, 1995 Judith C. Walker /s/ Baxter P. Freeze, Sr.* Director August 24, 1995 Baxter P. Freeze, Sr. /s/ Patrick H. Norton* Director August 24, 1995 Patrick H. Norton /s/ Bland W. Worley* Director August 24, 1995 Bland W. Worley *By Franklin N. Saxon, Attorney-in-Fact, pursuant to Power of Attorney attached as Exhibit hereto. -10- EXHIBIT INDEX Exhibit Number Description Page No. 4.1 Specimen Common Stock Certificate 12 4.2 Restated Articles of Incorporation of the registrant 14 4.3 Restated and Amended Bylaws of the registrant 23 5 Opinion of Robinson, Bradshaw & Hinson, P.A. 51 23.1 Consent of Robinson, Bradshaw & Hinson, P.A. 52 (contained in Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 53 24.1 Power of Attorney of Andrew W. Adams, dated August 54 18, 1995 24.2 Power of Attorney of Baxter P. Freeze, Sr., dated 55 August 17, 1995 24.3 Power of Attorney of Earl M. Honeycutt, dated August 56 18, 1995 24.4 Power of Attorney of Bland W. Worley, dated August 57 17, 1995 24.5 Power of Attorney of Patrick H. Norton, dated August 58 17, 1995 24.6 Power of Attorney of Judith C. Walker, dated August 59 17, 1995 24.7 Power of Attorney of Earl N. Phillips, Jr., dated 60 August 28, 1995 24.8 Power of Attorney of Howard L. Dunn, Jr., dated 61 August 22, 1995 99 Culp, Inc. Performance-Based Option Plan 62 -11-
NUMBER SHARES CS 7350 COMMON STOCK CULP, INC. CUSIP 230215 10 5 INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES that SPECIMEN is the owner of FULLY PAID AND NON-ASSESSABLE COMMON STOCK OF THE PAR VALUE OF $.05 PER SHARE OF CULP, INC. transferable on the books of the Corporation by the holder hereof in person, or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. CULP, INC. CORPORATE SEAL NORTH CAROLINA Dated: Sharyn M. Andrews RJ Culp II Authorized Signature Secretary President CULP, INC. KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT-- ..........Custodian.......... TEN ENT --as tenants by the entireties (Cust) (Minor) JT TEN --as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act.......................... in common (State)
Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OR ASSIGNEE Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated, NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.






          STATE OF
                  NORTH                                   Department of The
                         CAROLINA                      Secretary of State  



                         To all whom these presents shall come, Greetings:

                         I, Rufus L. Edmisten, Secretary of State of the

                  State of North Carolina, do hereby certify the following and

                  hereto attached to be a true copy of



                              ARTICLES OF INCORPORATION

                                          OF

                                      CULP, INC.





                  the original of which is now on file and a matter

                  of record in this office.



                                      IN WITNESS WHEREOF, I have hereunto
                                      set my hand and affixed my seal at the 
                                      City of Raleigh, this 26th day of 
                                      October, 1993.



                                             /s/ Rufus L. Edmisten
                                             Secretary of State





                                 RESTATED CHARTER OF
                                      CULP INC.


               The undersigned corporation, pursuant to action by its Board

          of Directors and without a vote of its shareholders, hereby

          executes this Restated Charter for the purpose of integrating

          into one document its original Articles of Incorporation and all

          amendments thereto:

               1.   The name of the corporation is Culp, Inc.

               2.   The period of duration of the corporation is perpetual.

               3.   The purposes for which the corporation is organized are:

               (a)  To engage in the general business of buying, selling
                    and otherwise dealing in textiles and textile products.

               (b)  To buy, sell, rent, lease, own and otherwise deal in
                    real estate for industrial, commercial, or residential
                    purposes; to erect and construct homes and commercial
                    and industrial buildings, to act as rental agents,
                    sales agents and commission salesmen.

               (c)  To buy, sell and otherwise deal in and with stocks,
                    bonds and securities of all kinds and to act as agents
                    and salesmen for insurance of all types and kinds.

               (d)  To deal with and in all types and kinds of merchandise,
                    materials or products at wholesale or retail and to do
                    business in any other capacity.

               (e)  To engage in any other lawful activity including, but
                    not limited to, constructing, manufacturing or
                    otherwise producing and repairing, servicing, storing
                    or otherwise caring for any type of structure or
                    commodity whatsoever; processing, selling, brokering,
                    factoring or distributing any type of property whether
                    real or personal; extracting and processing natural
                    resources; transporting freight or passengers by land,
                    sea or air; collecting and disseminating information or
                    advertisement through any medium whatsoever; preforming
                    personal service of any nature; and entering into or
                    serving in any type of management, investigative,
                    advisory, promotional, protective, insurance,
                    guarantyship, suretyship, fiduciary or representative
                    capacity or relationship for any persons or
                    corporations whatsoever; applying for and

                                   -1-



                    securing copyrights, trademarks, trade names, patents,
                    processes, inventions and licenses.

               4.   The corporation shall have the authority to issue

          thirty million (30,000,000) shares consisting of twenty million

          (20,000,000) shares of common stock with a par value of five

          cents ($0.05) per share and ten million (10,000,000) shares of

          preferred stock with a par value of five cents ($0.05) per share,

          the rights, preferences and limitations of which preferred stock

          may be determined from time to time in the discretion of the

          Board of Directors.

               5.   The stated capital of the corporation is Two Hundred

          Twenty-One Thousand Two Hundred Ninety-Two Dollars ($221,292).

               6.   The shareholders of the corporation shall have no

          preemptive right to acquire additional or treasury shares of the

          corporation.

               7.   The address of the registered office of the corporation

          in the State of North Carolina is 2020 Logan Street, High Point,

          Guilford County, North Carolina; and the name of its registered

          agent at such address is R. G. Culp, Jr.

               8.   A director of the corporation shall not be personally

          liable to the corporation or its shareholders, whether in an

          action brought by or in the right of the corporation or

          otherwise, for monetary damages for breach of his duty as

          director, except for liability for (i) acts or omissions not made

          in good faith that the director at the time of such breach knew

          or believed were in conflict with the best interests of the

          corporation, (ii) any liability under Section 55-32 of the North

          Carolina Business
                                  -2-





          Corporation Act, (iii) any transaction from which the director

          derived an improper personal benefit, or (iv) acts or omissions

          occurring prior to the date this Article became effective

          pursuant to the filing of Articles of Amendment with

          the Secretary of State of the State of North Carolina in

          accordance with Section 55-103 of the North Carolina Business

          Corporation Act.  If the North Carolina Business Corporation Act

          is amended after approval by the shareholders of this Article to

          authorize corporate action further eliminating or limiting the

          personal liability of directors, then the liability of a director

          of the corporation shall be eliminated or limited to the fullest

          extent permitted by The North Carolina Business Corporation Act,

          as so amended.  Any repeal or modification of this paragraph by

          the shareholders of the corporation shall not adversely affect

          any right or protection of a director of the corporation existing

          at the time of such repeal or modification.

               9.   Except as otherwise expressly provided in this Article:

                    (i)     any merger or consolidation of the corporation
                            with or into any other corporation; or
                    (ii)    any sale, lease, exchange or other disposition
                            of all or substantially all of the assets of
                            the corporation to or with any other
                            corporation, person or other entity; or
                    (iii)   any issuance or transfer by the corporation of
                            any of its securities to any other corporation,
                            person or other entity as part of an exchange
                            or acquisition of the securities or assets of
                            such other corporation, person or other entity

          shall require the affirmative vote of the holders of at least

          two-thirds (2/3) of the outstanding shares of capital stock of

          the corporation entitled to vote.

                                    -3-




               The provisions of this Article shall not apply to any

          transaction described in clauses (i), (ii), or (iii) of this

          Article if the transaction has been approved by not less than

          sixty percent (60%) of the directors of the corporation.  In

          considering any such transaction and in exercising its judgement

          as to what is in the best interest of the corporation and its

          shareholders, the Board of Directors shall give due consideration

          to all relevant factors, including without limitation the social

          and economic effects on the employees, customers, suppliers and

          other constituents of the corporation and its subsidiaries and on

          the communities in which the corporation and its subsidiaries

          operate or are located.

               This Article may not be amended or rescinded except (1) by

          the affirmative vote of the holders of at least two-thirds (2/3)

          of the outstanding shares of capital stock of the corporation

          entitled to vote, or (2) by the affirmative vote of the holders

          of at least a majority of such shares if the amendment or

          rescission is recommended to the shareholders by the Board of

          Directors of the corporation and that recommendation has been

          approved by not less than sixty percent (60%) of the directors of

          the corporation.

               10.  This Restated Charter purports merely to restate but

          not to change the provisions of the original articles of

          incorporation as supplemented and amended; and there is no

          discrepancy, other than as expressly permitted by Section 55-105

          of the General Statues of North Carolina, between the said

          provisions and the provisions of this Restated Charter.

                                  -4-





               IN WITNESS THEREOF, this statement is executed by the

          ____________________ president and secretary of the corporation

          this 31st day of December, 1987.


                                        CULP, INC.


                                        __________________________

                                            /s/ Robert G. Culp, III
                                        By: ______________________

                                             ___________ President


                                            /s/ Sharyn M. Andrews
                                        By: ______________________

                                             ___________ Secretary


                          -5-







          STATE OF NORTH CAROLINA

          COUNTY OF GUILFORD

               I, Carol D. Briley, a Notary Public, hereby certify that on
          this 31st day of December 1987, personally appeared before me
          Sharyn M. Andrews and Robert G. Culp, III, each of whom being by
          me first duly sworn, declared that he signed the foregoing
          document in the capacity indicated, that he was authorized so to
          sign, and that the statements therein contained are true.

                                        /s/ Carol D. Briley
                                        __________________________
                                        Notary Public


          My commission expires:


          3-25-92


          (NOTARIAL SEAL)


                          -6-






                                                             March 19, 1991

                         INDEX OF RESTATED AND AMENDED BYLAWS

                                          OF

                                      CULP, INC.


                                      ARTICLE I.

          OFFICES:

                Section 1.     Principal Office.
                Section 2.     Registered Office.
                Section 3.     Other Offices.


                                     ARTICLE II.

          MEETINGS OF SHAREHOLDERS:

                Section 1.     Place of Meetings.
                Section 2.     Annual Meetings.
                Section 3.     Substitute Annual Meeting.
                Section 4.     Special Meetings.
                Section 5.     Notice of Meetings.
                Section 6.     Waiver of Notice.
                Section 7.     Shareholders' List.
                Section 8.     Voting Group.
                Section 9.     Quorum.
                Section 10.    Proxies.
                Section 11.    Voting of Shares.
                Section 12.    Informal Action by Shareholders.
                Section 13.    North Carolina Shareholder Protection Act.
                Section 14.    North Carolina Control Share Act.
                Section 15.    Actions To Be Taken at an Annual Meeting of
                               Shareholders.


                                     ARTICLE III.

          BOARD OF DIRECTORS:

                Section 1.     General Powers.
                Section 2.     Number, Term and Qualifications.
                Section 3.     Nomination and Election of Directors.
                Section 4.     Cumulative Voting.
                Section 5.     Removal.
                Section 6.     Vacancies.
                Section 7.     Chairman of Board.
                Section 8.     Compensation.



                                 -i-






                                     ARTICLE IV.

          MEETINGS OF DIRECTORS:

                Section 1.     Regular Meetings.
                Section 2.     Special Meetings.
                Section 3.     Notice of Meetings.
                Section 4.     Waiver of Notice.
                Section 5.     Quorum.
                Section 6.     Manner of Acting.
                Section 7.     Presumption of Assent.
                Section 8.     Action Without Meeting.
                Section 9.     Committees of the Board.


                                      ARTICLE V.
          OFFICERS:

                Section 1.     Officers of the Corporation.
                Section 2.     Appointment and Term.
                Section 3.     Compensation of Officers.
                Section 4.     Removal.
                Section 5.     Resignation.
                Section 6.     Bonds.
                Section 7.     President.
                Section 8.     Vice Presidents.
                Section 9.     Secretary.
                Section 10.    Assistant Secretaries.
                Section 11.    Vice President-Finance and Administration.
                Section 12.    Treasurer.
                Section 13.    Assistant Treasurers.


                                     ARTICLE VI.

          CONTRACTS, LOANS, CHECKS AND DEPOSITS:

                Section 1.     Contracts.
                Section 2.     Loans.
                Section 3.     Checks and Drafts.
                Section 4.     Deposits.


                                     ARTICLE VII.

          SHARES AND THEIR TRANSFER:

                Section 1.     Certificates for Shares.
                Section 2.     Transfer of Shares.
                Section 3.     Lost Certificate.
                Section 4.     Fixing Record Date.
                Section 5.     Holder of Record.
                Section 6.     Shares Held by Nominees.


                                    -ii-






                                    ARTICLE VIII.

          INDEMNIFICATION OF DIRECTORS:

                Section 1.     Indemnification of Directors.
                Section 2.     Advancement of Expenses.
                Section 3.     Settlements.
                Section 4.     Benefit of Provisions.
                Section 5.     Authorization.


                                     ARTICLE IX.

          GENERAL PROVISIONS:

                Section 1.     Distributions.
                Section 2.     Seal.
                Section 3.     Fiscal Year.
                Section 4.     Amendments.
                Section 5.     Definitions.


                                   -iii-



                             RESTATED AND AMENDED BYLAWS

                                          OF

                                      CULP, INC.
                as adopted by its Board of Directors on March 19, 1990


                                           ARTICLE I.

                                            OFFICES


          Section 1.       Principal Office.    The principal  office  of  the
                           corporation shall  be located at 101  South Main
                           Street,  High  Point,  Guilford   County,  North
                           Carolina.

          Section 2.       Registered  Office.   The registered  office of the
                           corporation required  by law to be maintained in
                           the State of North Carolina may be, but need not
                           be, identical with the principal office.

          Section 3.       Other Offices.   The corporation  may have offices
                           at such other  places, either within  or without
                           the  State of  North Carolina,  as the  Board of
                           Directors may designate or as the affairs of the
                           corporation may require from time to time.


                                          ARTICLE II.

                                    MEETINGS OF SHAREHOLDERS

          Section 1.       Place  of Meetings.   All meetings  of shareholders
                           shall  be held  at the  principal office  of the
                           corporation,  or at  such  other  place,  either
                           within or  without the State of  North Carolina,
                           as  shall  be   fixed  by  the   President,  the
                           Secretary or the  Board of Directors and  desig-
                           nated in the notice of the meeting.

          Section 2.       Annual   Meetings.      The   annual   meeting   of
                           shareholders shall  be held at  9:00 a.m. on the
                           third Tuesday  in September of each  year, or at
                           such  time  and on  such  date as  the  Board of
                           Directors  may  determine,  for the  purpose  of
                           electing  directors of  the corporation  and for
                           the transaction of such other business as may be
                           properly  brought before  the meeting.   If  the
                           third  Tuesday in  September  shall be  a  legal
                           holiday, such meeting



                           shall  be held on the next succeeding business day,
                           unless  the  Board of Directors shall determine
                           otherwise.

          Section 3.       Substitute  Annual Meeting.   If the  annual meeting
                           shall not be held on the day designated by these
                           bylaws,  a  substitute  annual  meeting  may  be
                           called  in accordance  with  the  provisions  of
                           Section  4 of  this Article  II.   A meeting  so
                           called shall  be designated and  treated for all
                           purposes as the annual meeting.

          Section 4.       Special  Meetings.     Special   meetings  of   the
                           shareholders may  be called  at any time  by the
                           President,  the   Secretary  or  the   Board  of
                           Directors, or by any shareholder pursuant to the
                           written request of the  holders of not less than
                           one-tenth of  all the votes entitled  to be cast
                           on any  issue proposed  to be considered  at the
                           meeting.

          Section 5.       Notice  of Meetings.   Written  notice stating  the
                           date,  time  and place of  the meeting shall  be
                           given not less than ten nor more than sixty days
                           before the date of any shareholders' meeting, by
                           personal  delivery,  by telegraph,  teletype, or
                           other form of wire or wireless communication, by
                           facsimile transmission  or  by mail  or  private
                           carrier, by or at the direction of the Board  of
                           Directors,  the President,  or the  Secretary to
                           each shareholder  of record entitled  to vote at
                           such meeting; provided that  such notice must be
                           given  to all  shareholders with respect  to any
                           meeting at  which a merger or  share exchange is
                           to be considered and  in such other instances as
                           required by  law.  If mailed,  such notice shall
                           be deemed to be  effective when deposited in the
                           United States mail,  correctly addressed to  the
                           shareholder at his address  as it appears on the
                           current   record   of   shareholders    of   the
                           corporation, with postage thereon prepaid.

                           In  the case of a special meeting, the notice of
                           meeting  shall  include  a  description  of  the
                           purpose  or purposes  for  which the  meeting is
                           called; but, in the case of an annual or substi-
                           tute  annual meeting, the notice of meeting need
                           not  include  a description  of  the  purpose or
                           purposes for  which the meeting is called unless
                           such a description is required by the provisions
                           of the North Carolina Business Corporation Act.



                                     -2-




                           When a meeting is adjourned to a different date,
                           time or place, notice  need not be given of  the
                           new date, time or place if the new date, time or
                           place  is  announced   at  the  meeting   before
                           adjournment  and if  a  new record  date is  not
                           fixed for  the adjourned  meeting; but if  a new
                           record  date is fixed  for the adjourned meeting
                           (which must be done if the new date is more than
                           120  days   after  the  date   of  the  original
                           meeting), notice of  the adjourned meeting  must
                           be given as provided  in this section to persons
                           who are shareholders as of the new record date.

          Section 6.       Waiver  of  Notice.    Any  shareholder  may  waive
                           notice  of  any  meeting  before  or  after  the
                           meeting.  The waiver  must be in writing, signed
                           by   the  shareholder   and  delivered   to  the
                           corporation  for  inclusion  in  the  minutes or
                           filing   with  the   corporate   records.      A
                           shareholder's attendance, in person or by proxy,
                           at  a meeting  (a) waives  objection to  lack of
                           notice  or  defective  notice  of  the  meeting,
                           unless  the  shareholder  or  his  proxy  at the
                           beginning of the meeting  objects to holding the
                           meeting  or transacting business at the meeting;
                           and (b) waives  objection to consideration of  a
                           particular  matter at  the meeting  that  is not
                           within the purpose or purposes described  in the
                           meeting  notice, unless  the shareholder  or his
                           proxy  objects to considering  the matter before
                           it is voted upon.

          Section 7.       Shareholders'   List.    Before   each  meeting  of
                           shareholders, the Secretary  of the  corporation
                           shall  prepare  an   alphabetical  list  of  the
                           shareholders entitled to notice of such meeting.
                           The list shall be  arranged by voting group (and
                           within each  voting group by class  or series of
                           shares) and  show the  address of and  number of
                           shares held by each shareholder.  The list shall
                           be  kept on file at the  principal office of the
                           corporation, or  at  a place  identified in  the
                           meeting  notice in  the city  where the  meeting
                           will  be  held,  for  the  period  beginning two
                           business  days after  notice of  the meeting  is
                           given and   continuing through the  meeting, and
                           shall  be   available  for  inspection   by  any
                           shareholder, his agent or  attorney at any  time
                           during  regular business hours.   The list shall
                           also be  available at  the meeting and  shall be
                           subject  to inspection  by any  shareholder, his
                           agent or attorney at any

                                    -3-



                           time during the meeting or any adjournment thereof.

          Section 8.       Voting Group.  All  shares of one or  more classes
                           or   series   that   under   the   articles   of
                           incorporation  or  the  North Carolina  Business
                           Corporation Act  are  entitled to  vote  and  be
                           counted together  collectively on a matter  at a
                           meeting  of  shareholders  constitute  a  voting
                           group.   All shares entitled by  the articles of
                           incorporation  or  the  North Carolina  Business
                           Corporation Act to  vote generally  on a  matter
                           are  for  that  purpose a  single  voting group.
                           Classes  or  series  of  shares  shall   not  be
                           entitled  to  vote  separately  by  voting group
                           unless expressly authorized  by the articles  of
                           incorporation or specifically required by law.

          Section 9.       Quorum.   Shares entitled  to vote as  a separate
                           voting group  may take action on a matter at the
                           meeting only if a quorum of those shares exists.
                           A majority of the  votes entitled to be  cast on
                           the  matter by  the  voting group  constitutes a
                           quorum of  that voting group for  action on that
                           matter.

                           Once a share is represented for any purpose at a
                           meeting,  it  is   deemed  present  for   quorum
                           purposes for  the remainder  of the  meeting and
                           for any adjournment of that meeting unless a new
                           record date is or must be set for that adjourned
                           meeting.

                           In the absence of a quorum at the opening of any
                           meeting  of shareholders,  such  meeting may  be
                           adjourned  from time to  time by  the vote  of a
                           majority  of the  votes  cast on  the motion  to
                           adjourn;  and,  subject  to  the  provisions  of
                           Section 5  of this Article II,  at any adjourned
                           meeting  any business  may  be  transacted  that
                           might  have  been  transacted  at  the  original
                           meeting if  a quorum exists with  respect to the
                           matter proposed.

          Section 10.      Proxies.  Shares may be voted either in person or
                           by one  or more proxies authorized  by a written
                           appointment of proxy executed by the shareholder
                           or by  his duly authorized attorney-in-fact.  An
                           appointment of proxy is valid for  eleven months
                           from  the  date  of   its  execution,  unless  a

                                  -4-



                           different  period is  expressly provided  in the
                           appointment form.

          Section 11.      Voting of  Shares.   Subject to  the provisions  of
                           Section 4 of Article III, each outstanding share
                           shall  be entitled  to one  vote on  each matter
                           submitted  to   a   vote   at   a   meeting   of
                           shareholders.

                           Except in the election of directors  as governed
                           by the  provisions of Section 3  of Article III,
                           if a  quorum  exists, action  on a  matter by  a
                           voting  group  is  approved if  the  votes  cast
                           within  the  voting  group favoring  the  action
                           exceed  the  votes  cast  opposing  the  action,
                           unless a greater vote is required  by law or the
                           articles of incorporation or these bylaws.

                           Absent  special  circumstances,  shares  of  the
                           corporation   are not  entitled to vote  if they
                           are  owned, directly  or indirectly,  by another
                           corporation  in  which  the   corporation  owns,
                           directly or indirectly, a majority of the shares
                           entitled to  vote  for directors  of the  second
                           corporation;   provided,   however,  that   this
                           provision  does  not  limit  the  power  of  the
                           corporation to vote its own shares held by it in
                           a fiduciary capacity.

          Section 12.      Informal Action by Shareholders.   Any action that is
                           required or  permitted to be taken  at a meeting
                           of  the  shareholders  may be  taken  without  a
                           meeting   if  one  or   more  written  consents,
                           describing the action so  taken, shall be signed
                           by all of the shareholders who would be entitled
                           to  vote  upon such  action  at  a meeting,  and
                           delivered  to the  corporation for  inclusion in
                           the  minutes   or  filing  with   the  corporate
                           records.

                           If the  corporation is  required by law  to give
                           notice to nonvoting shareholders of action to be
                           taken by unanimous written consent of the voting
                           shareholders,  then  the corporation  shall give
                           the  nonvoting  shareholders,  if  any,  written
                           notice of the proposed  action at least ten days
                           before the action is taken.

          Section 13.      North Carolina Shareholder Protection Act. The
                           provisions  of Article  9 of  Chapter 55  of the
                           General  Statutes  of  North Carolina,  entitled
                           "The North Carolina Shareholder Protection Act,"
                           shall not apply to the corporation.



                                   -5-




          Section 14.      North Carolina Control Share Act. The provisions of
                           Article 9A of Chapter 55 of the General Statutes
                           of North Carolina, entitled "The  North Carolina
                           Control  Share Acquisition Act," shall not apply
                           to the corporation.

          Section 15.      Actions To Be Taken at an Annual Meeting of
                           Shareholders. No  business shall  be
                           transacted  at an  annual meeting of
                           shareholders, except such business as shall
                           be (a) specified in  the notice of meeting
                           given as  provided in Section 5  of this
                           Article II, (b) otherwise brought before the
                           meeting by or at  the direction of the  Board
                           of Directors, or (c) otherwise brought before
                           the meeting by a shareholder   of   record
                           of   the  corporation entitled to  vote at
                           the  meeting, in compliance with the
                           procedure set forth in this Section 15. For
                           business  to be  brought  before an  annual
                           meeting  by a shareholder pursuant to (c)
                           above, the shareholder must have given timely
                           notice in writing  to  the Secretary.    To
                           be timely,  a shareholder's notice shall  be
                           delivered to,  or mailed and received  at,
                           the principal executive offices of  the
                           corporation not less  than sixty days  nor
                           more  than  ninety days  prior to  the
                           meeting;  provided, however,  that in  the
                           event that  less than  seventy days'  notice
                           or prior public disclosure of the  date of
                           the meeting is given  or made  to
                           shareholders,  notice by  the shareholder to
                           be timely must be so received not later than
                           the close  of business on  the tenth day
                           following  the day  on which such  notice of
                           the  date  of   the  meeting   or  such
                           public disclosure was made.   Notice shall be
                           deemed to have  been  given  more  than
                           seventy  days  in advance  of the  annual
                           meeting  if the  annual meeting  is  called
                           on  the  date  indicated by Section 2  of
                           this Article II  without regard to when
                           public disclosure thereof is made.  Notice of
                           actions  to  be  brought before  the  annual
                           meeting pursuant to (c) above shall set forth
                           as to each matter the shareholder proposes to
                           bring before   the   annual   meeting    (a)
                           a   brief description  of  the   business
                           desired  to  be brought  before  the  annual
                           meeting   and  the reasons  for bringing
                           such business  before the annual meeting,
                           and (b) as to  the shareholders giving the
                           notice, (i) the name and address, as they
                           appear on the corporation's books,  of such
                           shareholder,  (ii) the  classes  and  number
                           of shares  of the  corporation  which are
                           owned of record  or beneficially by such
                           shareholder, and

                                   -6-




                           (iii) any material interest of  such shareholder
                           in such  business other  than his interest  as a
                           shareholder of the corporation.  Notwithstanding
                           anything in  these bylaws  to  the contrary,  no
                           business shall be conducted at an annual meeting
                           except in  accordance  with the  provisions  set
                           forth  in this Section 15.   The Chairman of the
                           meeting shall,  if the facts  warrant, determine
                           and declare to the meeting that any business was
                           not  properly  brought  before  the  meeting  in
                           accordance  with  the  provisions prescribed  by
                           these bylaws and, if  he should so determine, he
                           shall  so declare  to  the meeting  and, to  the
                           extent  permitted by law,  any such business not
                           so properly brought before the meeting shall not
                           be transacted.


                                          ARTICLE III.

                                       BOARD OF DIRECTORS

          Section 1.       General Powers. All  corporate powers  shall  be
                           exercised by or under  the authority of, and the
                           business and affairs of the corporation shall be
                           managed  under  the direction  of, its  Board of
                           Directors.

          Section 2.       Number, Term and  Qualifications. The  number  of
                           directors  constituting  the Board  of Directors
                           shall be not  less than nine  (9) nor more  than
                           fifteen (15) as may  be fixed by resolution duly
                           adopted by  the shareholders at or  prior to the
                           annual meeting at which such directors are to be
                           elected;   and,  in  the   absence  of   such  a
                           resolution, the number of directors shall be the
                           number  elected at the preceding annual meeting.
                           Any directorships not filled by the shareholders
                           shall be  treated as  vacancies to be  filled by
                           and in the discretion of the Board of Directors.

                           The  directors  shall  be  divided   into  three
                           classes, as nearly equal in number as may be, to
                           serve in  the first  instance for terms  of one,
                           two and  three  years, respectively,  and  until
                           their  successors shall  be  elected  and  shall
                           qualify, and  thereafter the successors  in each
                           class of directors shall be elected to serve for
                           terms of three years and until  their successors
                           shall  be elected  and  shall qualify.   In  the
                           event of any increase  or decrease in the number
                           of  directors,


                                    -7-





                           the   additional  or   eliminated   directorships
                           shall  be  so  classified  or  chosen that  all
                           classes   of  directors  shall  remain or become
                           equal in number, as nearly as  may be. Directors
                           need not be residents of the State of North
                           Carolina   or   shareholders    of   the
                           corporation.

          Section 3.       Nomination and Election of Directors.  Except  as
                           provided  in  the   corporation's  articles   of
                           incorporation or  in Section  6 of  this Article
                           III, the  directors  shall  be  elected  at  the
                           annual  meeting  of   shareholders;  and   those
                           persons who  receive the highest number of votes
                           at a meeting at which a quorum is  present shall
                           be  deemed  to  have   been  elected.    If  any
                           shareholder   so   demands,   the  election   of
                           directors shall be by ballot.

                           Only  persons  who are  nominated  in accordance
                           with the  provisions set  forth in these  bylaws
                           shall be eligible to  be elected as directors at
                           an  annual or  special meeting  of shareholders.
                           Nomination   for  election   to  the   Board  of
                           Directors   shall  be   made  by   a  Nominating
                           Committee, or  by the Board of  Directors in the
                           event  the  Board   elects  not  to  appoint   a
                           Nominating Committee, which election  shall rest
                           in the sole discretion of the Board from year to
                           year.  The Nominating Committee shall consist of
                           a Chairman, who  shall be a member  of the Board
                           of Directors,  and two  or more  shareholders of
                           the corporation.   The Nominating  Committee, if
                           appointed, shall be  appointed by  the Board  of
                           Directors prior to each annual meeting until the
                           close  of  the  next  annual  meeting, and  such
                           appointment  shall be  announced at  each annual
                           meeting.  The Nominating Committee shall make as
                           many nominations  for election  to the  Board of
                           Directors   as  it   shall  in   its  discretion
                           determine,  but  not  less  than the  number  of
                           vacancies that are to be filled.

                           Nomination  for election  of any  person to  the
                           Board of  Directors may also be  made if written
                           notice of  the nomination  of such  person shall
                           have  been  delivered to  the  Secretary of  the
                           corporation,  at  the  principal office  of  the
                           corporation,  at least  (60) days  prior  to the
                           date  of  the  annual  or  special   meeting  of
                           shareholders  at which  such election  is to  be
                           held.   Such notice of  nomination shall include
                           at  least the following information with respect
                           to  the  nominee:     name,  home  and  business
                           addresses,   and
                                   -8-




                           telephone numbers, current employment description,
                           five-year employment description, list of other
                           directorships held during the past five years and
                           number of shares of the corporation's capital stock
                           held  of record and beneficially.

          Section 4.       Cumulative  Voting. Every shareholder entitled to
                           vote at an election  of directors shall have the
                           right to  vote the number of  shares standing of
                           record in his name for  as many persons as there
                           are  directors  to  be  elected  and  for  whose
                           election he has a right to vote, or  to cumulate
                           his votes by giving  one candidate as many votes
                           as the  number of such  directors multiplied  by
                           the  number of  his  shares shall  equal, or  by
                           distributing  such votes  on the  same principle
                           among any number of such candidates.  This right
                           of  cumulative  voting  shall not  be  exercised
                           unless   some   shareholder   or  proxy   holder
                           announces in open meeting, before the voting for
                           the directors  starts, his intention  so to vote
                           cumulatively; and if such announcement  is made,
                           the chair shall declare that all shares entitled
                           to vote have the  right to vote cumulatively and
                           shall thereupon grant a  recess of not less than
                           one  nor  more  than  four hours,  as  he  shall
                           determine, or of such other period of time as is
                           unanimously then agreed upon.

          Section 5.       Removal.   A director may not  be removed without
                           cause.   Any director may be removed at any time
                           for cause by a  vote of the shareholders holding
                           a majority of the outstanding shares entitled to
                           vote  at an  election  of  directors.   However,
                           unless the entire Board of Directors is removed,
                           an individual director shall not be removed when
                           the number of shares voting against the proposal
                           for  removal  would  be  sufficient to  elect  a
                           director   if  such   shares   could  be   voted
                           cumulatively  at  an  annual  election.    If  a
                           director  is  elected  by   a  voting  group  of
                           shareholders,  only  the  shareholders  of  that
                           voting  group may  participate  in  the vote  to
                           remove him.   A director may  not be removed  by
                           the shareholders at a meeting  unless the notice
                           of the  meeting states that the  purpose, or one
                           of the  purposes, of  the meeting is  removal of
                           the director.  If  any directors are so removed,
                           new  directors  may  be  elected  at  the   same
                           meeting.

                                    -9-





          Section 6.       Vacancies.  Any vacancy occurring in  the Board of
                           Directors,   including   without  limitation   a
                           vacancy resulting from an increase in the number
                           of  directors  or   from  the  failure   by  the
                           shareholders to elect the full authorized number
                           of directors,  may be filled by the shareholders
                           or  by the Board  of Directors,  whichever group
                           shall act first.   If the directors remaining in
                           office do not constitute a quorum, the directors
                           may fill the vacancy  by the affirmative vote of
                           a majority of all the remaining directors, or by
                           the  sole  remaining   director,  remaining   in
                           office.    If the  vacant office  was held  by a
                           director elected  by  a voting  group, only  the
                           remaining director or directors elected  by that
                           voting group  or the  holders of shares  of that
                           voting group  are entitled to fill  the vacancy.
                           A director  elected to  fill a vacancy  shall be
                           elected   for  the   unexpired   term   of   his
                           predecessor in office.

          Section 7.       Chairman  of Board. There may be a Chairman of the
                           Board of Directors elected by the directors from
                           their number at  any meeting of the Board.   The
                           Chairman  shall preside  at all meetings  of the
                           Board of Directors and shall  perform such other
                           duties as may be directed by the Board.

          Section 8.       Compensation. The Board of Directors may provide
                           for  the  compensation  of  directors  for their
                           services  as   such  and  for  the   payment  or
                           reimbursement of any or all expenses incurred by
                           them  in connection with such services.


                                          ARTICLE IV.

                                     MEETINGS OF DIRECTORS

          Section 1.       Regular Meetings.  A regular meeting of  the Board
                           of  Directors shall  be held  immediately after,
                           and  at the same place as, the annual meeting of
                           shareholders.    In   addition,  the  Board   of
                           Directors may  provide, by resolution,  the time
                           and place, either within or without the State of
                           North  Carolina, for  the holding  of additional
                           regular meetings.

          Section 2.       Special Meetings. Special meetings of  the Board
                           of Directors may be called by or at  the request
                           of  the President or by any two directors.  Such
                           a meeting  may be held either  within or without
                           the

                                    -10-


                           State of  North Carolina,  as fixed  by the
                           person or persons calling the meeting.

          Section 3.       Notice of Meetings. Regular meetings of the Board
                           of Directors  may be  held without notice.   The
                           person or persons   calling a special meeting of
                           the Board of Directors  shall, at least two days
                           before the  meeting, give  or cause to  be given
                           notice   thereof   by   any   usual   means   of
                           communication.  Such notice need not specify the
                           purpose for  which the  meeting is called.   Any
                           duly convened regular or special  meeting may be
                           adjourned  by the  directors  to  a  later  time
                           without further notice.

          Section 4.       Waiver of  Notice.  Any director may waive notice
                           of any meeting before or after the meeting.  The
                           waiver   must  be  in  writing,  signed  by  the
                           director entitled to the notice and delivered to
                           the corporation  for inclusion in the minutes or
                           filing with the corporate records.  A director's
                           attendance  at or  participation  in  a  meeting
                           waives  any  required  notice  of  such  meeting
                           unless  the director  at  the  beginning of  the
                           meeting,  or promptly  upon arrival,  objects to
                           holding the  meeting or to  transacting business
                           at the meeting and  does not thereafter vote for
                           or assent to action taken at the meeting.

          Section 5.       Quorum.  Unless the articles of  incorporation or
                           these  bylaws provide  otherwise, a  majority of
                           the number of directors  fixed by or pursuant to
                           these bylaws shall  constitute a quorum for  the
                           transaction of  business at  any meeting of  the
                           Board of Directors.

          Section 6.       Manner of Acting. Except as otherwise provided in
                           the articles  of incorporation or  these bylaws,
                           including  Section  9 of  this  Article IV,  the
                           affirmative vote of a majority  of the directors
                           present  at  a  meeting  at which  a  quorum  is
                           present  shall  be  the  act  of  the  Board  of
                           Directors.

          Section 7.       Presumption of  Assent. A director who is  present
                           at a  meeting of  the  Board of  Directors or  a
                           committee  of   the  Board  of   Directors  when
                           corporate  action  is  taken is  deemed  to have
                           assented  to  the  action  taken  unless (a)  he
                           objects  at the  beginning  of  the meeting,  or
                           promptly upon  his arrival, to holding  it or to
                           transacting business at the  meeting, or (b) his
                           dissent or abstention from


                                    -11-




                           the  action taken is entered in the minutes
                           of the meeting, or (c) he files  written
                           notice   of  his   dissent   or abstention
                           with  the presiding  officer  of the meeting
                           before  its  adjournment  or  with  the
                           corporation immediately after the adjournment
                           of the meeting.   Such right of  dissent or
                           abstention is not available to a director
                           who votes in favor of the action taken.

          Section 8.       Action Without Meeting.    Action   required  or
                           permitted to be taken at  a meeting of the Board
                           of Directors  may be taken without  a meeting if
                           the action is taken by all members of the Board.
                           The  action must  be  evidenced by  one or  more
                           written  consents signed by each director before
                           or  after  such  action, describing  the  action
                           taken, and included in the minutes or filed with
                           the  corporate  records.    Action so  taken  is
                           effective  when  the  last  director  signs  the
                           consent,   unless   the   consent  specifies   a
                           different effective date.

          Section 9.       Committees of the Board. The Board of Directors may
                           create  an  Executive  Committee,  a  Nominating
                           Committee and other committees of  the board and
                           appoint  members of  the Board  of  Directors to
                           serve on  them.  The creation of  a committee of
                           the board and appointment  of members to it must
                           be approved by the greater  of (a) a majority of
                           the  number  of  directors in  office  when  the
                           action is  taken or (b) the  number of directors
                           required to take action pursuant to Section 6 of
                           this Article  IV.   Each committee of  the board
                           must have two or more members and, to the extent
                           authorized by law and  specified by the Board of
                           Directors, shall  have and may  exercise all  of
                           the authority  of the Board of  Directors in the
                           management  of  the  corporation.    Any vacancy
                           occurring in a committee  shall be filled by the
                           vote of  a majority  of the number  of directors
                           fixed by  these bylaws  at a regular  or special
                           meeting of  the Board of Directors.   Any member
                           of a committee  may be removed at  any time with
                           or without cause by a majority of  the number of
                           directors fixed by these bylaws.  Each committee
                           shall  keep regular  minutes of  its proceedings
                           and  report  to  the  Board  of  Directors  when
                           required.  If action taken by a committee is not
                           thereafter formally  considered by the  Board of
                           Directors,  a  director  may  dissent  from such
                           action by filing his  written objection with the
                           Secretary   with  reasonable   promptness  after
                           learning  of such


                                  -12-


                           action.   The  provisions  in these bylaws
                           governing meetings,  action without meetings,
                           notice  and  waiver  of  notice,  and quorum
                           and voting  requirements of the Board  of
                           Directors apply  to committees  of the Board
                           of Directors established under this section.


                                           ARTICLE V.

                                            OFFICERS

          Section 1.       Officers of the Corporation. The officers of  the
                           corporation  shall  consist  of  a  President, a
                           Secretary, a Treasurer and such Vice Presidents,
                           Assistant Secretaries, Assistant Treasurers, and
                           other officers  as  may  from  time  to  time be
                           appointed by or under the authority of the Board
                           of Directors.   Any two  or more offices  may be
                           held by the same person,  but no officer may act
                           in more than one capacity where action of two or
                           more officers is required.

          Section 2.       Appointment   and  Term. The  officers   of  the
                           corporation  shall be  appointed by the Board of
                           Directors   or  by  a   duly  appointed  officer
                           authorized by the Board of Directors  to appoint
                           one  or  more  officers or  assistant  officers.
                           Each officer shall hold office until his  death,
                           resignation,     retirement,     removal      or
                           disqualification, or until  his successor  shall
                           have been appointed.

          Section 3.       Compensation of Officers. The compensation of all
                           officers of the corporation shall be fixed by or
                           under the  authority of the  Board of Directors,
                           and no  officer shall  serve the  corporation in
                           any  other  capacity  and  receive  compensation
                           therefor  unless  such  additional  compensation
                           shall be duly authorized.  The appointment of an
                           officer does not itself create contract rights.

          Section 4.       Removal.  Any officer may be removed by the Board
                           of Directors at any  time with or without cause;
                           but such  removal shall  not  itself affect  the
                           officer's  contract  rights,  if any,  with  the
                           corporation.

          Section 5.       Resignation.  An officer may resign at any time by
                           communicating    his    resignation    to    the
                           corporation,   orally  or   in   writing.      A
                           resignation   is  effective   when  communicated
                           unless it specifies in writing


                                    -13-

                           a later effective date.  If  a resignation is
                           made  effective at a later  date that is
                           accepted by the corporation, the  Board  of
                           Directors  may  fill  the pending vacancy
                           before the effective  date if the  Board
                           provides that the successor does not take
                           office until   the  effective   date.     An
                           officer's resignation  does  not affect  the
                           corporation's contract rights, if any, with
                           the officer.

          Section 6.       Bonds.  The Board  of Directors may by resolution
                           require any officer, agent,  or employee of  the
                           corporation  to give  bond  to the  corporation,
                           with  sufficient  sureties,  conditioned on  the
                           faithful   performance  of  the  duties  of  his
                           respective  office or  position,  and to  comply
                           with such  other conditions as may  from time to
                           time be required by the Board of Directors.

          Section 7.       Chief Executive Officer.  The   Chief  Executive
                           Officer shall be the principal executive officer
                           of   the  corporation   and,   subject  to   the
                           supervision of  the  Board of  Directors,  shall
                           have   the  general   powers   and   duties   of
                           supervision  and management  of the  business of
                           the corporation  and  its officers  and  agents,
                           usually vested  in the office of  president of a
                           corporation.  The  Chief Executive Officer shall
                           have  all  such  powers  with  respect  to  such
                           business   and  affairs  as  may  be  reasonably
                           incident  to  such responsibilities,  including,
                           but  not  limited  to,  the   power  to  employ,
                           discharge,  or suspend  employees and  agents of
                           the  corporation,  to  fix the  compensation  of
                           employees and  agents, and  to suspend,  with or
                           without  cause, any  officer of  the corporation
                           pending final  action by the Board  of Directors
                           with respect to  continued suspension,  removal,
                           or  reinstatement  of such  officer.   The Chief
                           Executive  Officer shall  have the  authority to
                           institute  or defend legal  proceedings when the
                           directors are deadlocked.   The Chief  Executive
                           Officer  shall  sign,  with  the  Secretary,  an
                           Assistant Secretary, or any other proper officer
                           of the corporation  thereunto authorized by  the
                           Board of  Directors, certificates for  shares of
                           the  corporation,  any deeds,  mortgages, bonds,
                           contracts,  or other instruments which the Board
                           of  Directors  has  authorized to  be  executed,
                           except in cases where the signing and  execution
                           thereof  shall be  expressly  delegated  by  the
                           Board of  Directors or  by these bylaws  to some
                           other officer  or agent of


                                  -14-




                           the corporation,  or shall be required by
                           law to be otherwise signed or  executed.  The
                           Chief Executive Officer shall see that all
                           orders and resolutions of the Board of
                           Directors are carried  into effect and  shall
                           perform  such other duties  and have  such
                           other authority and  powers as the Board  of
                           Directors may from  time to time prescribe.
                           In addition, the  power and  authority  to
                           appoint,  remove, withdraw officers, or
                           change titles of officers is delegated  to
                           the Chief  Executive  Officer, subject  to
                           approval,  or  disapproval,  of  the Board
                           of   Directors  at  their   next  meeting
                           following such appointment, removal,
                           withdrawal, or  change  of  title.    The
                           Chief   Executive Officer,  when  present,
                           shall preside  at  all meetings of the
                           shareholders.

          Section 8.       President.   The President shall  have such powers
                           and  duties as  may be  prescribed from  time to
                           time  by  the Board  of Directors  or as  may be
                           delegated  from  time  to  time  by  the   Chief
                           Executive Officer.  The President shall exercise
                           the powers of the Chief Executive Officer during
                           that  officer's  absence  or inability  to  act.
                           With the approval of the Board of Directors, the
                           same individual may  simultaneously occupy  both
                           the  office  of  President and  Chief  Executive
                           Officer.

          Section 9.       Vice Presidents.   In the absence of the  President
                           or  in  the event  of  his  death, inability  or
                           refusal to act, the Vice Presidents in the order
                           of  their  length  of  service  as such,  unless
                           otherwise determined by the Board  of Directors,
                           shall perform  the duties of  the President, and
                           when so  acting shall have all the powers of and
                           be  subject  to all  the  restrictions upon  the
                           President.  Any  Vice President  may sign,  with
                           the   Secretary   or  an   Assistant  Secretary,
                           certificates for shares of the  corporation; and
                           shall perform such other  duties as from time to
                           time may be prescribed by the President or Board
                           of Directors.

          Section 10.      Secretary.   The Secretary  shall:   (a) keep  the
                           minutes of  the meetings of the shareholders, of
                           the Board of Directors  and of all committees in
                           one or more books provided for that purpose; (b)
                           see that  all notices  are duly given  in accor-
                           dance with the provisions  of these bylaws or as
                           required by law;  (c) maintain and  authenticate
                           the records of the corporation and be  custodian

                                    -15-


                           of the seal of the  corporation and see that the
                           seal  of  the  corporation  is  affixed  to  all
                           documents the execution  of which  on behalf  of
                           the  corporation   under   its  seal   is   duly
                           authorized;  (d) keep a  register  of  the  post
                           office address  of each shareholder  which shall
                           be   furnished   to   the   Secretary   by  such
                           shareholder; (e)  sign with the President,  or a
                           Vice President,  certificates for shares  of the
                           corporation,  the issuance  of which  shall have
                           been authorized  by resolution  of the Board  of
                           Directors; (f) maintain  and have general charge
                           of the stock transfer  books of the corporation;
                           (g) keep or  cause to  be kept  in the State  of
                           North Carolina at  the corporation's  registered
                           office or principal  place of business  a record
                           of  the  corporation's shareholders,  giving the
                           names and  addresses of all shareholders and the
                           number  and class  of shares  held by  each, and
                           prepare  or cause  to  be  prepared  shareholder
                           lists prior  to each meeting  of shareholders as
                           required  by law;  (h) attest  the signature  or
                           certify  the  incumbency  or  signature  of  any
                           officer of the  corporation; and (i) in  general
                           perform  all duties  incident to  the  office of
                           Secretary and such other  duties as from time to
                           time may  be prescribed  by the President  or by
                           the Board of Directors.

          Section 11.      Assistant  Secretaries. In the  absence  of  the
                           Secretary  or  in   the  event  of  his   death,
                           inability  or  refusal  to  act,  the  Assistant
                           Secretaries in  the  order of  their  length  of
                           service as Assistant Secretary, unless otherwise
                           determined  by the  Board  of  Directors,  shall
                           perform the duties of the Secretary, and when so
                           acting  shall  have all  the  powers  of and  be
                           subject  to  all   the  restrictions  upon   the
                           Secretary.  They shall perform such other duties
                           as may  be prescribed  by the Secretary,  by the
                           President  or by  the Board  of Directors.   Any
                           Assistant Secretary may sign, with the President
                           or a Vice President,  certificates for shares of
                           the corporation.

          Section 12.      Vice President - Chief Financial Officer. The Vice
                           President - Chief  Financial Officer shall  have
                           custody of all funds and securities belonging to
                           the  corporation and  shall receive,  deposit or
                           disburse  the same  under the  direction of  the
                           Board  of Directors.    He shall  keep full  and
                           accurate  accounts   of  the  finances   of  the
                           corporation  in  books  especially provided  for
                           that

                                    -16-


                           purpose; and he  shall cause to be prepared
                           statements of its  assets and liabilities as
                           of the close of each fiscal year and of the
                           results of its operations and  of changes in
                           surplus for such  fiscal  year,  all in
                           reasonable  detail, including   particulars
                           as   to   convertible securities  then
                           outstanding,  and shall  cause such
                           statements to be filed at the registered or
                           principal office of the corporation  within
                           four months after  the end  of such fiscal
                           year, and shall mail such statements, or a
                           written notice of  their  availability,  to
                           each  shareholder within  120  days after
                           the  end  of each  such fiscal year.   The
                           statement so filed  shall be kept available
                           for inspection by any shareholder for  a
                           period  of   ten  years;  and  the  Vice
                           President -  Chief Financial Officer  shall
                           mail or otherwise  deliver a copy of  the
                           latest such statement  to any  shareholder
                           upon  his written request therefor.   The
                           Vice  President -  Chief Financial Officer
                           shall, in general, perform all duties
                           incident  to his  office  and such  other
                           duties as  may be assigned  to him from  time
                           to time  by  the  President  or  by  the
                           Board  of Directors.

          Section 13.      Treasurer.  The  Treasurer shall,  in the  absence
                           or  disability of  the  Vice  President -  Chief
                           Financial  Officer,  perform   the  duties   and
                           exercise the powers  of that office, and  shall,
                           in general, perform such  other duties as  shall
                           be assigned to him by the Vice President - Chief
                           Financial  Officer, the President,  or the Board
                           of Directors.

          Section 14.      Assistant  Treasurers.     In  the  absence  of  the
                           Treasurer  or  in   the  event  of  his   death,
                           inability  or  refusal  to  act,  the  Assistant
                           Treasurers  in  the  order  of  their length  of
                           service  as such, unless otherwise determined by
                           the Board of Directors, shall perform the duties
                           of the Treasurer, and  when so acting shall have
                           all the  powers of  and  be subject  to all  the
                           restrictions  upon the  Treasurer.   They  shall
                           perform such other duties  as may be assigned to
                           them by  the Treasurer,  by the President  or by
                           the Board of Directors.


                                         -17-




                                          ARTICLE VI.

                             CONTRACTS, LOANS, CHECKS AND DEPOSITS

          Section 1.       Contracts.   The Board  of Directors may authorize
                           any  officer or  officers, agent  or  agents, to
                           enter  into any contract  or execute and deliver
                           any instrument in  the name of and  on behalf of
                           the  corporation,  and  such  authority  may  be
                           general or confined to specific instances.

          Section 2.       Loans.  No loans shall be contracted on behalf of
                           the  corporation and no evidence of indebtedness
                           shall be issued in its name unless authorized by
                           the Board  of Directors.  Such  authority may be
                           general or confined to specific instances.

          Section 3.       Checks  and Drafts.   All  checks, drafts  or other
                           orders for  the payment of money,  issued in the
                           name of the corporation, shall be signed by such
                           officer or  officers,  agent or  agents  of  the
                           corporation  and in  such manner  as shall  from
                           time  to  time be  determined  by  the Board  of
                           Directors.

          Section 4.       Deposits.    All  funds  of  the  corporation  not
                           otherwise employed shall be deposited  from time
                           to time to the credit of the corporation in such
                           depositories as may be  selected by or under the
                           authority of the Board of Directors.


                                          ARTICLE VII.

                                   SHARES AND THEIR TRANSFER

          Section 1.       Certificates for Shares.   Certificates representing
                           shares of the corporation  shall be in such form
                           as   shall  be   determined  by  the   Board  of
                           Directors.   The  corporation  shall  issue  and
                           deliver to each shareholder  certificates repre-
                           senting all  fully  paid shares  owned  by  him.
                           Certificates shall be signed by the President or
                           a  Vice  President  and  by  the  Secretary   or
                           Treasurer or an Assistant Secretary or Assistant
                           Treasurer.  All certificates for shares shall be
                           consecutively numbered  or otherwise identified.
                           The name and  address of the person  to whom the
                           shares  represented thereby are issued, with the
                           number  and  class of  shares  and  the date  of
                           issue, shall  be entered on  the stock  transfer
                           books of the corporation.

                                    -18-





          Section 2.       Transfer  of Shares.    Transfer of  shares  of the
                           corporation  shall be  made  only on  the  stock
                           transfer books of the  corporation by the holder
                           of    record   thereof    or   by    his   legal
                           representative,   who   shall   furnish   proper
                           evidence  of authority  to transfer,  or  by his
                           attorney  thereunto  authorized   by  power   of
                           attorney  duly  executed   and  filed  with  the
                           Secretary, and on surrender for  cancellation of
                           the certificate for such shares.

          Section 3.       Lost  Certificate.    The  Board of  Directors  may
                           direct a  new certificate to be  issued in place
                           of  any certificate  theretofore  issued by  the
                           corporation   claimed  to  have   been  lost  or
                           destroyed, upon receipt of an affidavit of  such
                           fact from the person claiming the certificate to
                           have been lost  or destroyed.   When authorizing
                           such issue  of a  new certificate, the  Board of
                           Directors shall require that  the owner of  such
                           lost  or  destroyed  certificate,  or  his legal
                           representative, give the  corporation a bond  in
                           such sum and with  such surety or other security
                           as the Board may direct as indemnity against any
                           claim that may  be made against  the corporation
                           with respect to the certificate  claimed to have
                           been lost or destroyed,  except where the  Board
                           of Directors  by  resolution finds  that in  the
                           judgment  of  the  directors  the  circumstances
                           justify omission of a bond.

          Section 4.       Fixing Record Date.  The Board of Directors may fix
                           a past or future date as the record date for one
                           or more voting groups  in order to determine the
                           shareholders entitled to notice of or to vote at
                           any  meeting of shareholders  or any adjournment
                           thereof, to demand a  special meeting or to take
                           any other action.   Such record date may not  be
                           more than  seventy days   before the  meeting or
                           action  requiring  a  determination   of  share-
                           holders.    A   determination  of   shareholders
                           entitled  to   notice  of   or  to  vote   at  a
                           shareholders'  meeting  is  effective   for  any
                           adjournment of  the meeting unless  the Board of
                           Directors  fixes  a  new  record  date  for  the
                           adjourned meeting,  which  it  must  do  if  the
                           meeting  is adjourned  to a  date more  than 120
                           days  after the  date  fixed  for  the  original
                           meeting.

                           If no  record  date is  fixed  by the  Board  of
                           Directors  for the determination of shareholders
                           entitled to notice of or to vote at a meeting of


                                    -19-



                           shareholders, the  close of business  on the day
                           before  the  first  notice  of  the  meeting  is
                           delivered  to shareholders  shall be  the record
                           date for such determination of shareholders.

                           The Board  of Directors  may fix  a date as  the
                           record   date   for   determining   shareholders
                           entitled  to a  distribution or  share dividend.
                           If  no  record date  is  fixed by  the  Board of
                           Directors for such determination, it is the date
                           the   Board   of   Directors    authorizes   the
                           distribution or share dividend.

          Section 5.       Holder of Record.  Except  as otherwise required by
                           law,  the corporation  may  treat the  person in
                           whose  name the  shares stand  of record  on its
                           books as  the absolute  owner of the  shares and
                           the  person  exclusively  entitled   to  receive
                           notification and  distributions, to vote  and to
                           otherwise  exercise  the   rights,  powers   and
                           privileges of ownership of such shares.

          Section 6.       Shares  Held  by Nominees.    The  corporation shall
                           recognize   the   beneficial  owner   of  shares
                           registered in the name of a nominee as the owner
                           and  shareholder  of  such  shares  for  certain
                           purposes  if  the  nominee  in  whose name  such
                           shares are registered files with the Secretary a
                           written certificate in a form prescribed by  the
                           corporation, signed by  the nominee,  indicating
                           the  following:    (i)  the  name,  address  and
                           taxpayer identification number  of the  nominee,
                           (ii)    the    name,   address    and   taxpayer
                           identification number of  the beneficial  owner,
                           (iii) the  number and class or  series of shares
                           registered  in the  name  of the  nominee as  to
                           which the  beneficial owner shall  be recognized
                           as the  shareholder and  (iv)  the purposes  for
                           which the beneficial  owner shall be  recognized
                           as the shareholder.

                           The  purposes  for which  the  corporation shall
                           recognize   the   beneficial   owner    as   the
                           shareholder  may  include  the  following:   (i)
                           receiving  notice  of, voting  at  and otherwise
                           participating  in  shareholders' meetings;  (ii)
                           executing  consents with respect  to the shares;
                           (iii)   exercising   dissenters'  rights   under
                           Article 13 of the Business Corporation Act; (iv)
                           receiving distributions and share dividends with
                           respect to the shares, (v) exercising inspection
                           rights;


                                  -20-




                           (vi)   receiving  reports,   financial
                           statements,    proxy   statements    and
                           other communications   from  the
                           corporation;  (vii) making  any demand upon
                           the corporation required or permitted by
                           law; and (viii) exercising  any other rights
                           or receiving any other benefits of a
                           shareholder with respect to the shares.

                           The  certificate  shall  be  effective  ten (10)
                           business   days   after  its   receipt   by  the
                           corporation and  until  it  is  changed  by  the
                           nominee,  unless  the  certificate  specifies  a
                           later effective time  or an earlier  termination
                           date.

                           If the certificate affects  less than all of the
                           shares registered  in the  name of  the nominee,
                           the corporation may require the  shares affected
                           by the certificate  to be registered  separately
                           on  the   books  of   the  corporation  and   be
                           represented by a share certificate that  bears a
                           conspicuous  legend  stating  that  there  is  a
                           nominee certificate   in effect  with respect to
                           the   shares   represented    by   that    share
                           certificate.


                                         ARTICLE VIII.

                                  INDEMNIFICATION OF DIRECTORS

          Section 1.       Indemnification of Directors.   The corporation shall
                           indemnify and hold  harmless any  person who  at
                           any  time serves or has  served as a director of
                           the corporation to the fullest extent  from time
                           to  time  permitted by  law  in  the event  such
                           person  is made,  or  threatened to  be made,  a
                           party  to any  pending, threatened  or completed
                           civil,  criminal, administrative,  investigative
                           or arbitrative action,  suit or proceeding,  and
                           any   appeal  therein   (and   any  inquiry   or
                           investigation  that could  lead to  such action,
                           suit or  proceeding), whether or not  brought by
                           or on  behalf of  the corporation, by  reason of
                           the fact that he is or was  a director, officer,
                           employee or agent  of the corporation  or serves
                           or  served  any   other  enterprise   (including
                           service  as trustee  or administrator  under any
                           employee  benefit plan of  the corporation or of
                           any wholly owned  subsidiary of the corporation)
                           as a director, officer, employee or agent at the
                           request of  the corporation.  The  rights of any
                           director  or former director hereunder shall, to
                           the fullest

                                   -21-




                           extent from time  to time permitted by   law,
                           cover  all   liability  and  expense,
                           including without limitation all attorneys'
                           fees and  expenses,  judgments,  fines,
                           excise  taxes and, subject to Section  3 of
                           this Article VIII, amounts  paid  in
                           settlement,  and  all expenses incurred by
                           such director  or former director in
                           enforcing his or her rights hereunder.

          Section 2.       Advancement of Expenses.  To the fullest extent from
                           time to time  permitted by law, the  corporation
                           shall pay the expenses of any  person who at any
                           time  serves or has served as  a director of the
                           corporation or of any wholly owned subsidiary of
                           the corporation, including  attorneys' fees  and
                           expenses, incurred in defending any action, suit
                           or proceeding  described  in Section 1  of  this
                           Article VIII in advance of the final disposition
                           of such action, suit or proceeding.

          Section 3.       Settlements.  The corporation  shall not be liable
                           to  indemnify   any  such  director   or  former
                           director for  any amounts paid in  settlement of
                           any    proceeding     effected    without    the
                           corporation's written consent.   The corporation
                           will  not unreasonably  withhold its  consent in
                           any proposed settlement.

          Section 4.       Benefit  of Provisions.   The  rights  set forth  in
                           this Article VIII shall  inure to the benefit of
                           any such director or former director, whether or
                           not  he  is an  officer,  director,  employee or
                           agent at the time  such liabilities or  expenses
                           are imposed or incurred,  and whether or not the
                           claim asserted against him is based upon matters
                           that  antedate  the  date  of  adoption  of this
                           Article  VIII, and  in  the event  of his  death
                           shall extend to  his legal representative.   The
                           rights of directors  and former directors  under
                           this Article  VIII shall  be in addition  to and
                           not exclusive of any  other rights to which they
                           may  be entitled  under any  statute, agreement,
                           insurance policy  or otherwise.   Any person who
                           at any time after the adoption of  this  Article
                           VIII  serves  or  has   served  in  any  of  the
                           capacities described herein for or  on behalf of
                           the corporation  shall be deemed to  be doing or
                           to  have  done  so  in reliance  upon,   and  as
                           consideration for, the rights of indemnification
                           provided herein.


                                   -22-



          Section 5.       Authorization.  The  Board  of  Directors  of  the
                           corporation shall take all such action as may be
                           necessary  and  appropriate  to   authorize  the
                           corporation to pay the  indemnification required
                           by   this   Article   VIII,  including   without
                           limitation,  to  the  extent  needed,  making  a
                           determination     that     indemnification    is
                           permissible  in the  circumstances and  making a
                           good faith evaluation of the manner in which the
                           claimant   for  indemnity   acted  and   of  the
                           reasonable amount  of indemnity  due  him.   The
                           Board of Directors  may appoint  a committee  or
                           special counsel to  make such determination  and
                           evaluation.  To the  extent needed, the Board of
                           Directors  shall  give  notice  to,  and  obtain
                           approval by, the shareholders of the corporation
                           for any decision to indemnify.

                                          ARTICLE IX.

                                       GENERAL PROVISIONS

          Section 1.       Distributions.   The Board of  Directors may  from
                           time to time authorize,  and the corporation may
                           grant,  distributions and share dividends to its
                           shareholders pursuant to law and  subject to the
                           provisions of its articles of incorporation.

          Section 2.       Seal.   The  corporate  seal of  the  corporation
                           shall consist of two concentric  circles between
                           which is the name of the  corporation and in the
                           center  of  which is  inscribed  SEAL; and  such
                           seal,  as  impressed on  the  margin  hereof, is
                           hereby  adopted  as  the corporate  seal  of the
                           corporation.

          Section 3.       Fiscal Year.   The fiscal year of  the corporation
                           shall be fixed by the Board of Directors.

          Section 4.       Amendments.   Except as otherwise provided herein,
                           in  the  articles  of incorporation  or  by law,
                           these bylaws may be  amended or repealed and new
                           bylaws may be adopted by the affirmative vote of
                           a majority of the directors then holding  office
                           at any  regular or special meeting  of the Board
                           of Directors.

                           The Board  of Directors  shall have no  power to
                           adopt  a  bylaw:    (1) requiring  more  than  a
                           majority of the voting shares for a quorum  at a
                           meeting of shareholders or more than a  majority
                           of the  votes cast  to constitute action  by the
                           shareholders,  except  where higher  percentages
                           are

                                     -23-




                           required  by  law;  (2) providing  for  the
                           management of the corporation otherwise  than
                           by the   Board  of  Directors  or  its
                           committees; (3) increasing  or  decreasing
                           the   number  of directors;  (4) classifying
                           and staggering  the election of directors.

                           No  bylaw adopted,  amended  or repealed  by the
                           shareholders  shall  be  readopted,  amended  or
                           repealed by the  Board of Directors,  unless the
                           articles of incorporation or a  bylaw adopted by
                           the   shareholders   authorizes  the   Board  of
                           Directors  to   adopt,  amend  or   repeal  that
                           particular  bylaw or the bylaws generally.

          Section 5.       Definitions.      Unless  the   context  otherwise
                           requires,  terms used in these bylaws shall have
                           the  meanings  assigned  to  them in  the  North
                           Carolina Business Corporation  Act to the extent
                           defined therein.

                                    -24-



                                      EXHIBIT B



               RESOLVED, that the proposed financing in an aggregate amount
          of $22,500,000 with  First Union National Bank of  North Carolina
          and Wachovia Bank and Trust Company on the terms proposed be, and
          the  same  hereby   is,  approved  in  principle   and  that  the
          appropriate officers  of  the company  be, and  they hereby  are,
          authorized,  acting with  the advice of  counsel, to  execute and
          deliver, on  behalf of the  company, appropriate loans  and other
          documents in connection with such financing, subject, however, to
          the prior review  by the  Board of Directors  of the  restrictive
          covenants and other material terms of the financing.









          STATE OF
               NORTH                                      Department of The
                    CAROLINA                           Secretary of State  



                    To all whom these presents shall come, Greetings:

                    I, Rufus L. Edmisten, Secretary of State of the

               State of  North Carolina, do hereby certify the following and

               hereto  attached to be a true copy of



                                ARTICLES OF AMENDMENT

                                          OF

                                      CULP, INC.





               the original of which was filed in this office on the

               27th day of December, 1994.



                                      IN WITNESS WHEREOF, I have hereunto
                                      set my hand and affixed my seal at the 
                                      City of Raleigh, this 27th day of 
                                      December, 1994.



                                             Secretary of State





                                ARTICLES OF AMENDMENT
                                          OF
                                      CULP, INC.

               The undersigned corporation hereby submits these Articles of

          Amendment for the purpose of amending its articles of incorporation:

               1.   The name of the corporation is Culp, Inc.

               2.   The following amendment to the articles of

          incorporation of the corporation was adopted by its shareholders

          on the 20th day of September, 1994, in the manner prescribed by

          law:

               The Articles of Incorporation shall be amended by

               deleting Article 4 in its entirety and substituting the

               following text as Article 4:

                    4.   The corporation shall have the authority to issue

                    fifty million (50,000,000) shares consisting of forty

                    million (40,000,000) shares of common stock with a par

                    value of five cents ($0.05) per share and ten million

                    (10,000,000) shares of preferred stock with a par value

                    of five  cents ($0.05) per share, the rights,

                    preferences and limitations of which preferred stock

                    may be determined from time to time in the discretion

                    of the Board of Directors.

               3.   These articles will become effective upon filing.

               This the 21st day of December, 1994.


                                        CULP, INC.

                                            /s/ Robert G. Culp, III
                                        By: ___________________________
                                             Robert G. Culp, III
                                             Chief Executive Officer






            (Robinson, Bradshaw & Hinson, P.A. Letterhead appears here)





                                  September 21, 1995




          Culp, Inc.
          101 South Main Street
          High Point, North Carolina  27261-2686

          Attn:  Mr. Robert G. Culp, III

               Re:  Performance-Based Option Plan/Registration 
                    Statement on Form S-8                                   
                
          Ladies and Gentlemen:

               We have served as counsel to Culp, Inc. (the "Company") in
          connection with the preparation by the Company of a registration
          statement on Form S-8 (the "Registration Statement") for filing
          with the Securities and Exchange Commission (the "Commission")
          under the Securities Act of 1933, as amended, relating to the
          offer and sale of up to 128,000 shares of the Company's common
          stock,  par value $.05 (the "Shares"), to be issued pursuant to
          the Company's Performance-Based Option Plan (the "Option Plan"). 


               We have examined the Company's Amended Articles of
          Incorporation filed with the Office of the Secretary of State of
          the State of North Carolina on December 27, 1994 and the bylaws
          of the Company (collectively, the "Charter and Bylaws"), records
          of corporate proceedings relating to the authorization, issuance
          and sale of the Shares, and such other documents and records as
          we have deemed necessary in order to enable us to furnish this
          opinion.  

               Based upon the foregoing, and subject to the conditions set
          forth below, we are of the opinion that the Shares, when issued
          and sold by the Company pursuant to the terms and conditions of
          the Option Plan, will be legally issued, fully paid and non-
          assessable, and will represent validly authorized and outstanding
          shares of the common stock of the Company.

               We have assumed that the Company and those employees
          qualifying for purchases of Shares under the Option Plan will
          have complied with the relevant requirements of the Option Plan
          and that all prescribed filings with regulatory authorities,
          including any 





          Culp, Inc.
          September 21, 1995
          Page 2
          _________________________


          stock exchanges having jurisdiction, will be effected in 
          accordance with their respective requirements and that the 
          approvals of such regulatory authorities, including any stock 
          exchanges having jurisdiction, will have been granted prior
          to the issuance of any of the Shares.

               The opinions expressed herein are contingent upon the
          Registration Statement, as amended, becoming effective under the
          Securities Act of 1933 and the Charter and Bylaws not being
          amended prior to the issuance of the Shares.

               We hereby consent to the filing of a copy of this opinion as
          an exhibit to the Registration Statement.

               This opinion is limited to the laws of the State of North
          Carolina, and we express no opinion herein as to matters governed
          by any other laws.

                                        Sincerely,

                                        ROBINSON, BRADSHAW & HINSON, P.A.

                                        /s/ Benjamin W. Baldwin

                                        Benjamin W. Baldwin

          BWB/rab




                    CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Culp, Inc.:

We  consent to  incorporation by  reference in  this Registration
Statement  on Form S-8 of Culp, Inc.  of our report dated June 1,
1995,   relating to the consolidated balance sheets of Culp, Inc.
as  of  April  30,  1995  and   May  1,  1994,  and  the  related
consolidated statements of income, shareholders' equity and  cash
flows for each of the years in the three-year period  ended April
30, 1995 which report  is incorporated by reference in  the April
30, 1995 annual report on Form 10-K of Culp, Inc.

Our  report refers  to  the adoption  of  the provisions  of  the
Financial  Accounting  Standards Board s  Statement  of Financial
Accounting Standards  No. 109,  "Accounting for  Income Taxes,"  in
1994.




                                            KPMG PEAT MARWICK LLP

Greensboro, North Carolina
September 18, 1995



                                  POWER OF ATTORNEY


               THE UNDERSIGNED director of Culp, Inc. (the "Company")

          hereby appoints Franklin N. Saxon as the undersigned's lawful

          agent and attorney-in-fact, with full power of substitution and

          resubstitution, for and on behalf and in the name of the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for the purpose of registering shares to be issued upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares by affiliates of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to such registration statement, and any

          and all applications or other documents to be filed with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority to take or cause to

          be taken all other actions which in the judgment of such person

          may be necessary or appropriate to effect the registration under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 18th day of August, 1995.



                                        /s/ Andrew W. Adams
                                        ___________________________________
                                        Andrew W. Adams














                                  POWER OF ATTORNEY


               THE UNDERSIGNED  director  of  Culp,  Inc.  (the  "Company")

          hereby  appoints Franklin  N. Saxon  as the  undersigned's lawful

          agent and  attorney-in-fact, with full power  of substitution and

          resubstitution,  for and  on  behalf  and  in  the  name  of  the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for  the  purpose of  registering shares  to  be issued  upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares  by affiliates of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to  such registration statement, and any

          and  all applications  or other  documents to  be filed  with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority  to take or cause to

          be taken all  other actions which in the  judgment of such person

          may be necessary or appropriate to effect  the registration under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 17th day of August, 1995.



                                        /s/ Baxter P. Freeze, Sr.
                                        ___________________________________
                                        Baxter P. Freeze, Sr.













                                  POWER OF ATTORNEY


               THE UNDERSIGNED  director  of  Culp,  Inc.  (the  "Company")

          hereby  appoints Franklin  N. Saxon  as the  undersigned's lawful

          agent and  attorney-in-fact, with full power  of substitution and

          resubstitution,  for and  on  behalf  and  in  the  name  of  the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for  the  purpose of  registering shares  to  be issued  upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares  by affiliates of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to  such registration statement, and any

          and  all applications  or other  documents to  be filed  with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority  to take or cause to

          be taken all  other actions which in the  judgment of such person

          may be necessary or appropriate to effect  the registration under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 18th day of August, 1995.



                                        /s/ Earl M. Honeycutt
                                        ____________________________________
                                        Earl M. Honeycutt











                                  POWER OF ATTORNEY


               THE UNDERSIGNED  director  of  Culp,  Inc.  (the  "Company")

          hereby  appoints Franklin  N. Saxon  as the  undersigned's lawful

          agent and  attorney-in-fact, with full power  of substitution and

          resubstitution,  for and  on  behalf  and  in  the  name  of  the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for  the  purpose of  registering shares  to  be issued  upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares  by affiliates of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to  such registration statement, and any

          and  all applications  or other  documents to  be filed  with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority  to take or cause to

          be taken all  other actions which in the  judgment of such person

          may be necessary or appropriate to effect  the registration under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 17th day of August, 1995



                                        /s/ Bland W. Worley

                                         ____________________________________
                                         Bland W. Worley












                                  POWER OF ATTORNEY



               THE  UNDERSIGNED  director  of  Culp, Inc.  (the  "Company")

          hereby  appoints Franklin  N. Saxon  as the  undersigned's lawful

          agent and  attorney-in-fact, with full power  of substitution and

          resubstitution,  for and  on  behalf  and  in  the  name  of  the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for  the  purpose of  registering shares  to  be issued  upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares by affiliates  of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to  such registration statement, and any

          and  all applications  or other  documents to  be filed  with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority to take  or cause to

          be taken all other actions  which in the judgment of  such person

          may be necessary or appropriate to effect the registration  under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 17th day of August, 1995.



                                        /s/ Patrick H. Norton

                                           ____________________________________
                                            Patrick H. Norton










                                  POWER OF ATTORNEY


               THE UNDERSIGNED  director  of  Culp,  Inc.  (the  "Company")

          hereby  appoints Franklin  N. Saxon  as the  undersigned's lawful

          agent and  attorney-in-fact, with full power  of substitution and

          resubstitution,  for and  on  behalf  and  in  the  name  of  the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for  the  purpose of  registering shares  to  be issued  upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares  by affiliates of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to  such registration statement, and any

          and  all applications  or other  documents to  be filed  with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority  to take or cause to

          be taken all  other actions which in the  judgment of such person

          may be necessary or appropriate to effect  the registration under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 17th day of August, 1995.



                                        /s/ Judith C. Walker

                                            ____________________________________
                                            Judith C. Walker













                                  POWER OF ATTORNEY


               THE UNDERSIGNED  director  of  Culp,  Inc.  (the  "Company")

          hereby  appoints Franklin  N. Saxon  as the  undersigned's lawful

          agent and  attorney-in-fact, with full power  of substitution and

          resubstitution,  for and  on  behalf  and  in  the  name  of  the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for  the  purpose of  registering shares  to  be issued  upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares  by affiliates of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to  such registration statement, and any

          and  all applications  or other  documents to  be filed  with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority  to take or cause to

          be taken all  other actions which in the  judgment of such person

          may be necessary or appropriate to effect  the registration under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 28th day of August, 1995.



                                        /s/ Earl N. Phillips, Jr.

                                         ____________________________________
                                         Earl N. Phillips, Jr.









                                  POWER OF ATTORNEY


               THE UNDERSIGNED  director  of  Culp,  Inc.  (the  "Company")

          hereby  appoints Franklin  N. Saxon  as the  undersigned's lawful

          agent and  attorney-in-fact, with full power  of substitution and

          resubstitution,  for and  on  behalf  and  in  the  name  of  the

          undersigned, to execute and file with the Securities and Exchange

          Commission (the "Commission") a registration statement on Form S-

          8 pursuant to the Securities Act of 1933, as amended (the "Act"),

          for  the  purpose of  registering shares  to  be issued  upon the

          exercise of options granted under the Company's 1993 Stock Option

          Plan (the "Plan") and the resale of such shares  by affiliates of

          the Company, and any and all amendments, including post-effective

          amendments, and exhibits to  such registration statement, and any

          and  all applications  or other  documents to  be filed  with the

          Commission or elsewhere pertaining to such registration statement

          or amendments, with full power and authority  to take or cause to

          be taken all  other actions which in the  judgment of such person

          may be necessary or appropriate to effect  the registration under

          the Act of the shares of the Company's common stock offered or to

          be offered pursuant to the Plan, and the resale of such shares by

          affiliates.

               EXECUTED on the 22nd day of August, 1995.



                                        /s/ Howard L. Dunn, Jr.

                                        ____________________________________
                                        Howard L. Dunn, Jr.












                                      CULP, INC.

                            PERFORMANCE-BASED OPTION PLAN


               1.   Purpose of Plan.  This Performance-Based Option Plan
          (the "Plan") is intended to increase the incentive for
          participants to contribute to the success of Culp, Inc. and its
          subsidiaries ("Culp") and to reward them for their contribution
          to that success.

               2.   Shares Subject to Plan.  The options granted under this
          Plan will be options to acquire shares of Culp's common stock,
          $.05 par value.  The maximum number of shares that may be issued
          pursuant to this Plan is 128,000.

               3.   Administration of Plan.  The Compensation Committee
          (the "Committee") of Culp's Board of Directors will administer
          the Plan.  Except to the extent permitted under Rule 16b-3
          promulgated under the Securities Exchange Act of 1934, during the
          year prior to commencement of service on the Committee, the
          Committee members will not have participated in or received
          securities under, and while serving and for one year after
          serving on the Committee, such members shall not receive
          securities under or be eligible for selection as persons to whom
          shares may be transferred or to whom stock options may be granted
          under, the Plan or any other discretionary plan of Culp (or an
          affiliate of Culp) under which participants are entitled to
          acquire shares, stock options or stock appreciation rights of
          Culp (or an affiliate of Culp).

               The Committee, in addition to any other powers granted to it
          hereunder, shall have the powers, subject to the expressed
          provisions of the Plan:

                    (a)  in its discretion, to determine the Employees
               (defined in Section 4(a) hereof) to receive options, the
               times when options shall be granted, the times when options
               may be exercised, the number of shares to be subject to each
               option, and any restrictions on the transfer or ownership of
               shares purchased pursuant to an option;

                    (b)  to prescribe, amend and repeal rules and
               regulations of general application relating to the Plan;

                    (c)  to construe and interpret the Plan;

                    (d)  to require of any person exercising an option
               granted under the Plan, at the time of such exercise, the
               execution of any paper or making or any representation or
               the giving of any commitment that the Committee shall, in
               its discretion, deem necessary or advisable by reason of the
               securities laws of the United States or any State, or the



               execution of any paper or the payment of any sum of money in
               respect of taxes or the undertaking to pay or have paid any
               such sum that the Committee shall, in its discretion, deem
               necessary by reason of the Internal Revenue Code or any rule
               or regulation thereunder, or by reason of the tax laws of
               any State;

                    (e)  to amend stock options previously granted and
               outstanding, but no amendment to any such agreement shall be
               made without the consent of the optionee if such amendment
               would adversely affect the rights of the optionee under his
               stock option agreement; and no amendment shall be made to
               any stock option agreement that would cause the inclusion
               therein of any term or provision inconsistent with the Plan;
               and

                    (f)  to make all other determinations necessary or
               advisable for the administration of the Plan. 
               Determinations of the Committee with respect to the matters
               referred to in this section shall be conclusive and binding
               on all persons eligible to participate under the Plan and
               their legal representatives and beneficiaries.  The
               Committee shall have full authority to act with respect to
               the participation of any Employee, and nothing in the Plan
               shall be construed to be in derogation of such authority.

               The Committee may designate selected Committee members or
          employees of Culp to assist the Committee in the administration
          of the Plan and may grant authority to such persons to execute
          documents, including options, on behalf of the Committee, subject
          in each such case to the requirements of Rule 16b-3 promulgated
          under the Securities Exchange Act of 1934, as amended.

               Decisions and determinations of the Committee on all matters
          relating to the Plan shall be in its sole discretion and shall be
          conclusive.  No member of the Committee, nor any person
          authorized to act on behalf of the Committee, shall be liable for
          any action taken or decision made in good faith relating to the
          Plan or any award thereunder.

               4.   Grant of Option to Employees.

               (a)  Employees to Whom Options May Be Granted.  The
          Committee may grant an option to any employee of Culp who is a
          corporate officer or who is determined by the Committee to be a
          key senior manager ("Employee").  In determining which Employees
          will be granted an option, the Committee shall consider the
          duties of the Employees, their present and potential
          contributions to the success of Culp, and such other factors as
          the Committee deems relevant in connection with accomplishing the
          purposes of the Plan.

                                    -2-







               (b)  Number of Shares.  The Committee may grant to an
          Employee an option to purchase such number of shares as the
          Committee may chose.

               (c)  Exercise Price.  The exercise price with respect to
          each option granted hereunder will be $.05, the par value of the
          company's stock.

               (d)  Date of Grants; Term of Options.  On June 21, 1994, the
          Committee will grant to Employees hereunder options to purchase
          128,000 shares, all of which options will be on the terms
          specified on Schedule 4(d) attached hereto.

               5.   Exercise.  An option granted hereunder may be exercised
          as to part or all of the shares covered thereby.  During the
          participant's lifetime, only the participant or his legal
          guardian may exercise an option granted to the participant.  If a
          participant dies prior to the expiration date of an option
          granted to him, without having exercised his option as to all of
          the shares covered thereby, the option may be exercised by the
          estate or a person who acquired the right to exercise the option
          by bequest or inheritance or by reason of the death of the
          Employee.

               6.   Payment of Exercise Price.  The exercise price will be
          payable upon exercise of the option to purchase shares.  Payment
          of the exercise price shall be made in cash or, to the extent
          permitted by the Committee and as set forth in the Memorandum of
          Option, with shares of Culp common stock, valued at the fair
          market value on the date of exercise, delivered to or withheld by
          Culp at the time of exercise.

               7.   Transferability.  No option granted hereunder may be
          transferred by the participant except by will or by the laws of
          descent and distribution, upon the death of the participant.

               8.   Memorandum of Option.  The Committee will deliver to
          each participant to whom an option is granted a Memorandum of
          Option, stating the terms of the option.

               9.   Capital Adjustments.  The number of shares of common
          stock covered by each outstanding option granted under the Plan,
          and the option price thereof, will be subject to an appropriate
          and equitable adjustment, as determined by the Committee, to
          reflect any stock dividend, stock split or share combination, and
          will be subject to such adjustment as the Committee may deem
          appropriate to reflect any exchange of shares, recapitalization,
          merger, consolidation, separation, reorganization, liquidation or
          the like, of or by Culp.

                               -3-




               10.  Amendment or Discontinuance.  The Plan may be amended,
          altered or discontinued by the Board of Directors of Culp.  No
          termination or amendment of the Plan shall materially and
          adversely affect any rights or obligations of the holder of an
          option theretofore granted under the Plan without his consent.

               11.  Effect of the Plan.  Neither the adoption of this Plan
          nor any action of the Board or the Committee shall be deemed to
          give any person any right to be granted an option to purchase
          common stock of Culp or any other rights hereunder except as may
          be expressly granted by the Committee and evidenced by a
          Memorandum of Option described in Section 8.

               12.  Effectiveness of the Plan; Duration.  The Plan shall be
          effective upon the approval of the Plan by the Board of Directors
          of Culp, but the Plan shall be subject to approval by the vote of
          the holders of a majority of the shares of stock of Culp entitled
          to vote.  The Committee shall grant options as contemplated in
          Section 4(d) before submission of the Plan to the shareholders
          for their approval, but if such approval is not obtained within
          six months of the approval by the Board of Directors, then the
          Plan shall terminate and any options theretofore granted shall be
          void.  No options may be granted under this Plan except the
          initial grants as contemplated in Section 4(d).


                          -4-



                                    Schedule 4(d)


               1.   Vesting/Exercisability.  Except as provided below, the
          options would not become exercisable until January 1, 2003.

                    (a)  Earnings.  If the Company's reported audited
               earnings over the 3-year period ending with the end of
               fiscal 1997 average a compound growth rate of 17%, the
               options would become exercisable five business days after
               the Company makes a public announcement of such earnings. 
               (The Committee would have the discretion to determine
               appropriate treatment for extraordinary items or accounting
               changes.)

                    (b)  Death, Disability, Retirement.  If the employee's
               employment terminates on account of death, disability or
               retirement after reaching age 65, his options will become
               immediately exercisable.

               2.   Duration of Options.  Once the options become
          exercisable, they remain exercisable until December 31, 2003.

               3.   Early Termination of Options.  If the employee's
          employment is terminated for cause, the option expires upon
          termination; otherwise the option expires three months after
          termination of employment.