THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901 (d) OF REGULATION S-T


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*


Culp, Inc.
(Name of Issuer)

Common Stock, Par Value $0.05 per share
(Title of Class of Securities)

230215105
(CUSIP Number)


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

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

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


(Continued on the following page(s))
Page 1 of 5 Pages

Page 2 of 5 CUSIP NO. 230215105 (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons: First Union Corporation 56-0898180 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3)SEC Use Only (4) Citizenship or Place of Organization: North Carolina Number of Shares Beneficially Owned by Each Reporting Person with: (5) Sole Voting Power 18,500 (6) Shared Voting Power 0 (7) Sole Dispositive Power 13,500 (8) Shared Dispositive Power 2,408,750 (9)Aggregate Amount Beneficially Owned by Each Reporting Person 2,422,250 (10)Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions) [ ] (11) Percent of Class Represented by Amount in Row 9 18.64% (based on 12,995,021 shares outstanding on 12/31/98) (12) Type of Reporting Person (See Instructions) First Union Corporation (HC)

Page 3 of 5 Item 1(a) Name of Issuer: Culp, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 101 South Main Street High Point, NC 27261-2686 Item 2(a) Name of Person Filing: First Union Corporation Item 2(b) Address of Principal Business Office: One First Union Center Charlotte, North Carolina 28288-0137 Item 2(c) Citizenship: North Carolina Item 2(d) Title of Class of Securities: Common Stock, Par Value $.05 per share Item 2(e) CUSIP Number: 230215105 Item 3 If this statement is filed pursuant to Rules 13d-1 (b), or 13d-2(b), check whether the person filing is a: (g)[X]Parent Holding Company, in accordance with section 240.13d-1(b) (ii) (G) Item 4 Ownership. (a) Amount Beneficially Owned: 2,422,250 (b) Percent of Class: 18.64 % Number of shares as to which such person has: (i) sole power to vote or to direct the vote 18,500 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 13,500 (iv) shared power to dispose or to direct the disposition of 2,408,750

Page 4 of 5 Item 5 Ownership of Five Percent or Less of a Class. Item 6 Ownership of More Than Five Percent on Behalf of Another Person. Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. First Union Corporation is filing this schedule pursuant to Rule 13d-1(b)(ii)(G) as indicated under Item 3(g). The relevant subsidiary is First Union National Bank (BK). The First Union entity listed above holds the securities reported in a fiduciary capacity for its respective customers. Item 8 Identification and Classification of Members of the Group. Not applicable Item 9 Notice of Dissolution of Group. Not applicable Item 10 Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

Page 5 of 5 Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FIRST UNION CORPORATION February 11, 1999 Date Signature Karen F. Knudtsen, Assistant Vice President & Compliance Officer