SEC Filing | Culp Inc

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended October 29, 2000

                          Commission File No. 0-12781


                                  CULP, INC.

            (Exact name of registrant as specified in its charter)


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


  101 S. Main St., High Point, North Carolina          27261-2686
   (Address of principal executive offices)            (zip code)

                                (336) 889-5161
             (Registrant's telephone number, including area code)



Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required  to be filed by Section  13 of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months  and (2) has  been  subject  to the  filing
requirements for at least the past 90 days.

                                YES X    NO


          Common shares outstanding at October 29, 2000:  11,208,720
                                Par Value: $.05




                               INDEX TO FORM 10-Q
                      For the period ended October 29, 2000

Part I -  Financial Statements.                                           Page
- ------------------------------------------                               -------

Item 1.    Unaudited Interim Consolidated Financial Statements:

Consolidated Statements of Income (Loss)-Three and Six Months Ended
     October 29, 2000 and October 31, 1999                                 I-1

Consolidated  Balance  Sheets-October  29,  2000,  October  31, 1999 and
     April 30, 2000                                                        I-2

Consolidated  Statements  of Cash  Flows---Six  Months Ended October 29,
     2000 and October 31, 1999                                             I-3

Consolidated Statements of Shareholders' Equity                            I-4

Notes to Consolidated Financial Statements                                 I-5

Sales by Segment/Division                                                  I-11

International Sales by Geographic Area                                     I-12

Item 2.   Management's Discussion and Analysis of Financial
     Condition and Results of Operations                                   I-13

Item 3.   Quantitative and Qualitative Disclosures About
     Market Risk                                                           I-18


Part II - Other Information
- -------------------------------------

Item 4.   Submission of Matters to a Vote of Security Holders              II-1

Item 6.   Exhibits and Reports on Form 8-K                                 II-2

Signature                                                                  II-9




                                   CULP, INC.
                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 29, 2000 AND OCTOBER 31, 1999

                (Amounts in Thousands, Except for Per Share Data)



                                                               THREE MONTHS ENDED (UNAUDITED)
                                          --------------------------------------------------------------------------
                                                    Amounts                                     Percent of Sales
                                          ----------------------------                     ---------------------------
                                          October 29,    October 31,      % Over
                                              2000           1999         (Under)             2001          2000
                                          -------------  -------------  ------------       -------------  ------------
                                                                                               
Net sales                              $       110,981        129,542       (14.3) %             100.0 %       100.0 %
Cost of sales                                   94,094        105,835       (11.1) %              84.8 %        81.7 %
                                          -------------  -------------  ------------       -------------  ------------
        Gross profit                            16,887         23,707       (28.8) %              15.2 %        18.3 %

Selling, general and
  administrative expenses                       13,491         16,035       (15.9) %              12.2 %        12.4 %
                                          -------------  -------------  ------------       -------------  ------------
        Income from operations                   3,396          7,672       (55.7) %               3.1 %         5.9 %

Interest expense                                 2,285          2,484        (8.0) %               2.1 %         1.9 %
Interest income                                    (15)           (16)       (6.3) %              (0.0)%        (0.0)%
Other expense (income), net                        575            416        38.2  %               0.5 %         0.3 %
                                          -------------  -------------  ------------       -------------  ------------
        Income before income taxes                 551          4,788       (88.5) %               0.5 %         3.7 %

Income taxes  *                                    209          1,628       (87.2) %              37.9 %        34.0 %
                                          -------------  -------------  ------------       -------------  ------------
        Net income                     $           342          3,160       (89.2) %               0.3 %         2.4 %
                                          =============  =============  ============       =============  ============

Net income per share                             $0.03          $0.27       (88.9) %
Net income per share, assuming dilution          $0.03          $0.27       (88.9) %
Dividends per share                             $0.035         $0.035         0.0  %
Average shares outstanding                      11,209         11,749        (4.6) %
Average shares outstanding, assuming dilution   11,270         11,868        (5.0) %



                                                                SIX MONTHS ENDED (UNAUDITED)
                                          --------------------------------------------------------------------------
                                                    Amounts                                     Percent of Sales
                                          ----------------------------                     ---------------------------
                                          October 29,    October 31,      % Over
                                              2000           1999         (Under)             2001          2000
                                          -------------  -------------  ------------       -------------  ------------
Net sales                              $       212,859        245,479       (13.3) %             100.0 %       100.0 %
Cost of sales                                  181,798        201,360        (9.7) %              85.4 %        82.0 %
                                          -------------  -------------  ------------       -------------  ------------
        Gross profit                            31,061         44,119       (29.6) %              14.6 %        18.0 %

Selling, general and
  administrative expenses                       27,269         31,073       (12.2) %              12.8 %        12.7 %
                                          -------------  -------------  ------------       -------------  ------------
        Income from operations                   3,792         13,046       (70.9) %               1.8 %         5.3 %

Interest expense                                 4,608          4,900        (6.0) %               2.2 %         2.0 %
Interest income                                    (22)           (33)      (33.3) %              (0.0)%        (0.0)%
Other expense (income), net                      1,316            971        35.5  %               0.6 %         0.4 %
                                          -------------  -------------  ------------       -------------  ------------
        Income (loss) before income taxes       (2,110)         7,208      (129.3) %              (1.0)%         2.9 %

Income taxes  *                                   (696)         2,451      (128.4) %              33.0 %        34.0 %
                                          -------------  -------------  ------------       -------------  ------------
        Net income (loss)              $        (1,414)         4,757      (129.7) %              (0.7)%         1.9 %
                                          =============  =============  ============       =============  ============

Net income (loss) per share                     ($0.13)         $0.40      (132.5) %
Net income (loss) per share, assuming dilution  ($0.13)         $0.39      (133.3) %
Dividends per share                              $0.07          $0.07         0.0  %
Average shares outstanding                      11,209         11,906        (5.9) %
Average shares outstanding, assuming dilution   11,209         12,044        (6.3) %



 * Percent of sales column is calculated as a % of income (loss)
before income taxes.


                                   CULP, INC.
                           CONSOLIDATED BALANCE SHEETS
              OCTOBER 29, 2000, OCTOBER 31, 1999 AND APRIL 30, 2000
                                    Unaudited

                             (Amounts in Thousands)


                                                              Amounts                         Increase
                                            -------------------------------------            (Decrease)
                                                 October 29,        October 31,   -----------------------------  * April 30,
                                                    2000              1999           Dollars        Percent         2000
                                            -------------------  --------------  --------------    -----------   ----------
                                                                                                    
Current assets
       Cash and cash investments            $               744             790            (46)       (5.8)%          1,007
       Accounts receivable                               63,991          69,749         (5,758)       (8.3)%         75,223
       Inventories                                       72,967          78,234         (5,267)       (6.7)%         74,471
       Other current assets                              11,003           8,865          2,138        24.1 %         10,349
                                             -------------------  --------------  --------------    -----------   ----------
                 Total current assets                   148,705         157,638         (8,933)       (5.7)%        161,050

Restricted investments                                        0           1,085         (1,085)     (100.0)%              0
Property, plant & equipment, net                        120,023         124,318         (4,295)       (3.5)%        126,407
Goodwill                                                 49,176          50,571         (1,395)       (2.8)%         49,873
Other assets                                              5,406           5,064            342         6.8 %          5,548
                                             -------------------  --------------  --------------    -----------   ----------

                 Total assets               $           323,310         338,676        (15,366)       (4.5)%        342,878
                                             ===================  ==============  ==============    ===========   ==========



Current liabilities
       Current maturities of long-term debt $             1,678           1,678              0         0.0 %          1,678
       Accounts payable                                  30,351          38,427         (8,076)      (21.0)%         37,287
       Accrued expenses                                  22,404          22,947           (543)       (2.4)%         22,108
       Income taxes payable                                   0           1,786         (1,786)     (100.0)%              0
                                             -------------------  --------------  --------------    -----------   ----------
                 Total current liabilities               54,433          64,838        (10,405)      (16.0)%         61,073


Long-term debt                                          125,079         133,875         (8,796)       (6.6)%        135,808

Deferred income taxes                                    17,459          14,583          2,876        19.7 %         17,459
                                             -------------------  --------------  --------------    -----------   ----------
                 Total liabilities                      196,971         213,296        (16,325)       (7.7)%        214,340

Shareholders' equity                                    126,339         125,380            959         0.8 %        128,538
                                             -------------------  --------------  --------------    -----------   ----------
                 Total liabilities and
                 shareholders' equity      $            323,310         338,676        (15,366)       (4.5)%        342,878
                                             ===================  ==============  ==============    ===========   ==========

Shares outstanding                                       11,209          11,320           (111)       (1.0)%         11,209
                                             ===================  ==============  ==============    ===========   ==========



*  Derived from audited financial statements.


                                   CULP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE SIX MONTHS ENDED OCTOBER 29, 2000 AND OCTOBER 31, 1999
                                    Unaudited
                             (Amounts in Thousands)



                                                                                 SIX MONTHS ENDED
                                                                         --------------------------------
                                                                                    Amounts
                                                                          -----------------------------
                                                                           October 29,    October 31,
                                                                              2000            1999
                                                                          --------------  -------------
                                                                                    
Cash flows from operating activities:
     Net income (loss)                                                $         (1,414)         4,757
     Adjustments to reconcile net income (loss) to net
        cash provided by operating activities:
           Depreciation                                                         10,043          9,516
           Amortization of intangible assets                                       798            798
           Changes in assets and liabilities:
               Accounts receivable                                              11,232            754
               Inventories                                                       1,504        (11,164)
               Other current assets                                               (654)           768
               Other assets                                                        241           (186)
               Accounts payable                                                   (859)         7,937
               Accrued expenses                                                    296          1,921
               Income taxes payable                                                  0          1,786
                                                                          --------------  -------------
                  Net cash provided by operating activities                     21,187         16,887
                                                                          --------------  -------------
Cash flows from investing activities:
     Capital expenditures                                                       (3,659)       (10,524)
     Purchases of restricted investments                                             0            (27)
     Purchase of investments to fund deferred compensation liability              (200)             0
     Sale of restricted investments                                                  0          2,282
                                                                          --------------  -------------
                  Net cash used in investing activities                         (3,859)        (8,269)
                                                                          --------------  -------------
Cash flows from financing activities:
     Proceeds from issuance of long-term debt                                        0          5,333
     Principal payments on long-term debt                                      (10,729)       (11,770)
     Change in accounts payable-capital expenditures                            (6,077)         4,803
     Dividends paid                                                               (785)          (822)
     Payments to acquire common stock                                                0         (5,901)
     Proceeds from common stock issued                                               0             20
                                                                          --------------  -------------
                  Net cash used in financing activities                        (17,591)        (8,337)
                                                                          --------------  -------------

Increase (decrease) in cash and cash investments                                  (263)           281

Cash and cash investments at beginning of period                                 1,007            509
                                                                          --------------  -------------
Cash and cash investments at end of period                           $             744            790
                                                                          ==============  =============



                                            CULP, INC.
                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                            (Unaudited)

(Dollars in thousands, except per share data)




                                                                Capital
                                          Common Stock        Contributed                     Total
                                   --------------------------  in Excess      Retained    Shareholders'
                                       Shares       Amount    of Par Value    Earnings        Equity
- -------------------------------------------------------------------------------------------------------
                                                                               
Balance, May 2, 1999                   12,079,171    $   604        37,966        88,756       127,326
    Cash dividends ($0.14 per share)                                              (1,611)       (1,611)
    Net income                                                                     9,380         9,380
    Common stock issued in connection
       with stock option plans             13,813          1            78                          79
    Common stock purchased               (884,264)       (45)       (2,778)       (3,813)       (6,636)
- -------------------------------------------------------------------------------------------------------
Balance, April 30, 2000                11,208,720        560        35,266        92,712       128,538
    Cash dividends ($0.07 per share)                                                (785)         (785)
    Net loss                                                                      (1,414)       (1,414)
- -------------------------------------------------------------------------------------------------------
Balance, October 29, 2000              11,208,720    $   560        35,266        90,513       126,339
=======================================================================================================







                                   Culp, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


1. Basis of Presentation

     The accompanying  unaudited consolidated financial statements of Culp, Inc.
and subsidiary  include all  adjustments,  consisting only of normal,  recurring
adjustments and accruals, which are, in the opinion of management, necessary for
fair presentation of the results of operations and financial  position.  Results
of operations for interim periods may not be indicative of future  results.  The
unaudited  consolidated  financial statements should be read in conjunction with
the  audited  consolidated  financial  statements,  which  are  included  in the
company's  annual  report on Form 10-K filed with the  Securities  and  Exchange
Commission  on  July  28,  2000  for the  fiscal  year  ended  April  30,  2000.
================================================================================

================================================================================

2.  Accounts Receivable

      A summary of accounts receivable follows (dollars in thousands):

- --------------------------------------------------------------------------------

                                              October 29, 2000    April 30, 2000
- --------------------------------------------------------------------------------

Customers                                     $        66,884     $      77,981
Allowance for doubtful accounts                        (1,500)           (1,477)
Reserve for returns and allowances                     (1,393)           (1,281)
- --------------------------------------------------------------------------------
                                              $        63,991     $      75,223
================================================================================

3.  Inventories

     Inventories are carried at the lower of cost or market.  Cost is determined
for substantially all inventories using the LIFO (last-in, first-out) method.

      A summary of inventories follows (dollars in thousands):

- --------------------------------------------------------------------------------

                                             October 29, 2000     April 30, 2000
- --------------------------------------------------------------------------------

Raw materials                                 $       43,866      $      46,946
Work-in-process                                        6,865              6,379
Finished goods                                        29,415             26,998
- --------------------------------------------------------------------------------

Total inventories valued at FIFO cost                 80,146             80,323
Adjustments of certain inventories to the
    LIFO cost method                                    (893)              (893)
Adjustments of certain inventories to market          (6,286)            (4,959)
- --------------------------------------------------------------------------------
                                              $       72,967      $      74,471
================================================================================


4.  Restricted Investments

     Restricted investments were purchased with proceeds from industrial revenue
bond issues and are invested  pending  application  of such  proceeds to project
costs or  repayment  of the  bonds.  The  investments  are  stated at cost which
approximates market value.

5.  Accounts Payable

      A summary of accounts payable follows (dollars in thousands):
- --------------------------------------------------------------------------------

                                              October 29, 2000    April 30, 2000
- --------------------------------------------------------------------------------

Accounts payable-trade                        $        25,620     $      26,479
Accounts payable-capital expenditures                   4,731            10,808
- --------------------------------------------------------------------------------
                                              $        30,351     $      37,287
================================================================================


6.  Accrued Expenses

      A summary of accrued expenses follows (dollars in thousands):
- --------------------------------------------------------------------------------

                                              October 29, 2000    April 30, 2000
- --------------------------------------------------------------------------------

Compensation and benefits                     $        14,128     $      14,748
Other                                                   8,276             7,360
- --------------------------------------------------------------------------------
                                              $        22,404     $      22,108
================================================================================

7.  Long-Term Debt

      A summary of long-term debt follows (dollars in thousands):
- --------------------------------------------------------------------------------

                                              October 29, 2000    April 30, 2000
- --------------------------------------------------------------------------------

Senior unsecured notes                        $         75,000    $      75,000
Industrial revenue bonds and other obligations          32,401           32,452
Revolving credit facility                               16,000           25,000
Obligations to sellers                                   3,356            5,034
- --------------------------------------------------------------------------------
                                                       126,757          137,486
Less current maturities                                 (1,678)          (1,678)
- --------------------------------------------------------------------------------
                                              $        125,079    $     135,808
================================================================================


     The senior unsecured notes have a fixed coupon rate of 6.76% and an average
remaining term of 8 years. The principal  payments become due from March 2006 to
March 2010 with interest payable semi-annually.

     The company's revolving credit agreement (the "Credit Agreement")  provides
an unsecured  multi-currency  revolving credit facility,  which expires in April
2002,  with a  syndicate  of banks in the United  States.  The Credit  Agreement
provides for a revolving loan commitment of $88,000,000.  The agreement requires
payment of a  quarterly  facility  fee in  advance.  In July 2000,  the  company
amended the Credit  Agreement  to amend  certain  covenants.  Additionally,  the
amendment  increased  the interest  rate from LIBOR plus 0.80% to 0.90% to LIBOR
plus 1.10% to 1.60%.  The  specified  pricing  matrix  will be in effect for the
remainder of fiscal 2001 and is based on the company's debt to EBITDA ratio,  as
defined by the  agreement.  On borrowings  outstanding  at October 29, 2000, the
interest rate was 8.12% (LIBOR plus 1.50%).

     The company's  $6,000,000  revolving line of credit expires on November 30,
2001.  However,  the  line of  credit  will  automatically  be  extended  for an
additional  three-month  period  on each  February  28,  May 31,  August  31 and
November 30 unless the bank  notifies  the company  that the line of credit will
not be extended.  At October 29, 2000, no borrowings were outstanding  under the
revolving line of credit.

     The industrial revenue bonds (IRBs) are generally due in balloon maturities
which occur at various dates from 2006 to 2013. The IRBs are  collateralized  by
letters of credit for the outstanding  balance of the IRBs and certain  interest
payments due thereunder.

     The company's loan agreements require, among other things, that the company
maintain  compliance  with certain  financial  ratios.  At October 29, 2000, the
company was in compliance with these financial covenants.

     At October 29, 2000, the company had two interest rate swap agreements with
a bank in order to reduce its exposure to floating  interest  rates on a portion
of its variable rate  borrowings.  The following table  summarizes  certain data
regarding the interest rate swaps:

       notional amount        interest rate       expiration date
       $  5,000,000                   6.9%            June 2002
       $  5,000,000                   6.6%            July 2002

     The company  could  terminate  these  agreements as of October 29, 2000 and
receive  approximately  $30,000.  Net amounts  received/paid under interest rate
swap agreements decreased interest expense by approximately  $14,000 for the six
months of fiscal 2001 and increased  interest expense by approximately  $171,000
for the six months of fiscal  2000.  Management  believes  the risk of incurring
losses  resulting from the inability of the bank to fulfill its obligation under
the  interest  rate swap  agreements  to be remote and that any losses  incurred
would be immaterial.


8. Cash Flow Information

     Payments for  interest and income taxes during the period were  (dollars in
thousands):

- --------------------------------------------------------------------------------
                                                      2001                2000
- --------------------------------------------------------------------------------

Interest                                            $ 4,625          $    5,197
Income taxes, net of $29 and $1,781 in refunds
     in 2001 and 2000, respectively                      69                  59

================================================================================


9. Foreign Exchange Forward Contracts

     The company  generally  enters  into  foreign  exchange  forward and option
contracts  as a hedge  against its  exposure to  currency  fluctuations  on firm
commitments to purchase certain  machinery and equipment and raw materials.  The
company had  approximately  $1,647,000 of outstanding  foreign  exchange forward
contracts as of October 29, 2000.


10. Net Income (Loss) Per Share

     The following  tables  reconcile the  numerators  and  denominators  of net
income (loss) per share and net income (loss) per share,  assuming  dilution for
the three and six months ended October 29, 2000 and October 31, 1999:




                                                              THREE MONTHS ENDED
                          -------------------------------------------------------------------------------------------------
                                               October 29, 2000                               October 31, 1999
                          --------------------------------------------------      -----------------------------------------
 (Amounts in thousands,           Income            Shares            Per Share     Income        Shares        Per Share
except per share data)         (Numerator)      (Denominator)          Amount    (Numerator)   (Denominator)     Amount
                             ---------------     --------------  -------------  ------------   -------------  ------------
                                                                                              
Net income per share                $342             11,209           $0.03         $3,160         11,749         $0.27
                                                                 =============                               ============

Effect of dilutive
    securities:
       Options                         -                 61                              -            119
                             ---------------     --------------                 ------------   -------------

Net income per
     share, assuming dilution       $342             11,270           $0.03         $3,160         11,868         $0.27
                             ===============     ==============  ============= ============   =============  ============





                                                               SIX MONTHS ENDED
                              ----------------------------------------------------------------------------------------------
                                              October 29, 2000                                 October 31, 1999
                              ----------------------------------------------     -------------------------------------------

(Amounts in thousands,           (Loss)           Shares         Per Share          Income          Shares       Per Share
except per share data)         (Numerator)     (Denominator)      Amount          (Numerator)    (Denominator)    Amount
                              --------------   -------------   -------------   -------------   --------------  -----------

Net income (loss) per share     ($1,414)            11,209          ($0.13)         $4,757           11,906        $0.40
                                                               =============                                   ===========

Effect of dilutive
    securities:
       Options                       -                  -                                -              138
                             ---------------   -------------                   -------------   --------------

Net income (loss) per
     share, assuming
     dilution                    ($1,414)           11,209          ($0.13)         $4,757           12,044       $0.39
                             ===============   =============   =============   =============   ==============  ===========




11. Segment Information

     The  company's  operations  are  classified  into  two  business  segments:
upholstery  fabrics  and  mattress  ticking.   The  upholstery  fabrics  segment
principally  manufactures  and  sells  woven  jacquards  and  dobbies,  wet  and
heat-transfer  prints, and woven and tufted velvets primarily to residential and
commercial  (contract)  furniture  manufacturers.  The mattress  ticking segment
principally  manufactures  and sells woven jacquards,  heat-transfer  prints and
pigment prints to bedding manufacturers.

     The  company   internally   manages  and  reports   selling,   general  and
administrative  expenses,  interest expense,  interest income, other expense and
income  taxes  on a total  company  basis.  Thus,  profit  by  business  segment
represents gross profit. In addition, the company internally manages and reports
cash and cash investments, accounts receivable, other current assets, restricted
investments, property, plant and equipment, goodwill and other assets on a total
company  basis.  Thus,   identifiable   assets  by  business  segment  represent
inventories.

     Sales and gross profit for the company's  operating  segments for the three
months ended October 29, 2000 and October 31, 1999 are as follows:

(dollars in thousands):
- --------------------------------------------------------------------------------

                                  October 29, 2000    October 31, 1999
- --------------------------------------------------------------------------------

Net sales
     Upholstery Fabrics           $      82,999       $    103,038
     Mattress Ticking                    27,982             26,504
- --------------------------------------------------------------------------------
                                  $     110,981       $    129,542

================================================================================

Gross Profit
     Upholstery Fabrics           $      9,355        $      17,165
     Mattress Ticking                    7,532                6,542
- --------------------------------------------------------------------------------
                                  $     16,887        $      23,707

================================================================================

     Sales and gross  profit for the  company's  operating  segments for the six
months ended October 29, 2000 and October 31, 1999 are as follows:

(dollars in thousands):
- --------------------------------------------------------------------------------

                                 October 29, 2000             October 31, 1999
- --------------------------------------------------------------------------------

Net sales
     Upholstery Fabrics          $    157,925                   $    193,892
     Mattress Ticking                  54,934                         51,587
- --------------------------------------------------------------------------------
                                 $    212,859                   $    245,479

================================================================================

Gross Profit
     Upholstery Fabrics          $     17,268                   $      31,607
     Mattress Ticking                  13,793                          12,512
- --------------------------------------------------------------------------------
                                 $     31,061                   $      44,119

================================================================================


     Inventories for the company's operating segments as of October 29, 2000 and
October 31, 1999 are as follows:

(dollars in thousands):
- --------------------------------------------------------------------------------

                                 October 29, 2000             October 31, 1999
- --------------------------------------------------------------------------------

Inventories
     Upholstery Fabrics         $     57,042                    $      63,555
     Mattress Ticking                 15,925                           14,679
- --------------------------------------------------------------------------------
                                $     72,967                    $      78,234

================================================================================





                                  CULP, INC.
                            SALES BY SEGMENT/DIVISION
 FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 29, 2000 AND OCTOBER 31, 1999

                           (Amounts in thousands)


                                                       THREE MONTHS ENDED (UNAUDITED)
                                    ---------------------------------------------------------------------
                                            Amounts
                                    ------------------------                    Percent of Total Sales
                                     October 29,  October 31,     % Over       --------------------------
Segment/Division                       2000         1999          (Under)         2001          2000
- ---------------------------------   -----------  -----------   --------------  -----------   ------------
                                                                               
Upholstery Fabrics
    Culp Decorative Fabrics      $      46,792       56,897      (17.8) %        42.2 %        43.9 %
    Culp Velvets/Prints                 32,073       41,783      (23.2) %        28.9 %        32.3 %
    Culp Yarn                            4,134        4,358       (5.1) %         3.7 %         3.4 %
                                    -----------  -----------   --------------  -----------   ------------
                                        82,999      103,038      (19.4) %        74.8 %        79.5 %

Mattress Ticking
    Culp Home Fashions                  27,982       26,504        5.6  %        25.2 %        20.5 %
                                    -----------  -----------   --------------  -----------   ------------
                               * $     110,981      129,542      (14.3) %       100.0 %       100.0 %
                                    ===========  ===========   ==============  ===========   ============


                                                        SIX MONTHS ENDED (UNAUDITED)
                                    ---------------------------------------------------------------------
                                            Amounts
                                    ------------------------                    Percent of Total Sales
                                     October 29,  October 31,      % Over      --------------------------
 Segment/Division                       2000         1999          (Under)        2001          2000
- ---------------------------------   -----------  -----------   --------------  -----------   ------------
Upholstery Fabrics
    Culp Decorative Fabrics      $      88,325      107,413      (17.8) %        41.5 %        43.8 %
    Culp Velvets/Prints                 62,147       77,992      (20.3) %        29.2 %        31.8 %
    Culp Yarn                            7,453        8,487      (12.2) %         3.5 %         3.5 %
                                    -----------  -----------   --------------  -----------   ------------
                                       157,925      193,892      (18.6) %        74.2 %        79.0 %

Mattress Ticking
    Culp Home Fashions                  54,934       51,587        6.5  %        25.8 %        21.0 %
                                    -----------  -----------   --------------  -----------   ------------
                               * $     212,859      245,479      (13.3) %       100.0 %       100.0 %
                                    ===========  ===========   ==============  ===========   ============


* U.S.  sales were $87,022 and $97,216 for the second quarter of fiscal 2001 and
fiscal  2000,  respectively;  and  $169,312  and  $189,340 for the six months of
fiscal 2001 and fiscal 2000, respectively. The percentage decrease in U.S. sales
was 10.5% for the second quarter and a decrease of 10.6% for the six months.





                                   CULP, INC.
                     INTERNATIONAL SALES BY GEOGRAPHIC AREA
 FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 29, 2000 AND OCTOBER 31, 1999

                             (Amounts in thousands)



                                                         THREE MONTHS ENDED (UNAUDITED)
                                    --------------------------------------------------------------------------
                                              Amounts
                                    -----------------------------                   Percent of Total Sales
                                     October 29,    October 31,      % Over       ----------------------------
       Geographic Area                  2000            1999         (Under)          2001            2000
- -------------------------------     --------------  -------------  ------------   -------------    -----------
                                                                                     
North America (Excluding USA)  $            9,556          9,912      (3.6) %           39.9 %         30.7 %
Europe                                      1,807          6,069     (70.2) %            7.5 %         18.8 %
Middle East                                 5,489          8,960     (38.7) %           22.9 %         27.7 %
Far East & Asia                             5,590          5,357       4.3  %           23.3 %         16.6 %
South America                                 279            630     (55.7) %            1.2 %          1.9 %
All other areas                             1,238          1,398     (11.4) %            5.2 %          4.3 %
                                    --------------  -------------  ------------   -------------    -----------
                               $           23,959         32,326     (25.9) %          100.0 %        100.0 %
                                    ==============  =============  ============   =============    ===========


                                                          SIX MONTHS ENDED (UNAUDITED)
                                    --------------------------------------------------------------------------
                                              Amounts
                                    -----------------------------                   Percent of Total Sales
                                     October 29,    October 31,      % Over       ----------------------------
       Geographic Area                  2000            1999         (Under)        2001            2000
- -------------------------------     --------------  -------------  ------------   -------------    -----------
North America (Excluding USA)  $           17,951         17,588       2.1  %           41.2 %         31.3 %
Europe                                      3,259          8,998     (63.8) %            7.5 %         16.0 %
Middle East                                10,532         15,952     (34.0) %           24.2 %         28.4 %
Far East & Asia                             8,826          9,666      (8.7) %           20.3 %         17.2 %
South America                                 585          1,250     (53.2) %            1.3 %          2.2 %
All other areas                             2,394          2,685     (10.8) %            5.5 %          4.8 %
                                    --------------  -------------  ------------   -------------    -----------
                               $           43,547         56,139     (22.4) %          100.0 %        100.0 %
                                    ==============  =============  ============   =============    ===========


International  sales,  and the  percentage of total sales,  for each of the last
five fiscal years  follows:  fiscal  1996-$77,397  (22%);  fiscal  1997-$101,571
(25%);  fiscal  1998-$137,223  (29%);  fiscal  1999-$113,354  (23%);  and fiscal
2000-$111,104  (23%).  International  sales for the second  quarter  represented
21.6%  and 25.0% for 2001 and  2000,  respectively.  Year-to-date  international
sales   represented   20.5%  and  22.9%  of  total  sales  for  2001  and  2000,
respectively.


Item 2.


Item 2.

            Management's Discussion and Analysis of Financial
                   Condition and Results of Operations

The  following  analysis  of  the  financial   condition  and  results  of
operations  should be read in  conjunction  with the Financial  Statements
and Notes and other exhibits included elsewhere in this report.

Overview

     Culp is one of the  largest  integrated  marketers  in the  world for
upholstery  fabrics  for  furniture  and  is one  of  the  leading  global
producers of mattress  fabrics (or  ticking).  The  company's  fabrics are
used   primarily  in  the   production  of   residential   and  commercial
upholstered  furniture and bedding products,  including sofas,  recliners,
chairs,  love seats,  sectionals,  sofa-beds,  office seating and mattress
sets.  Although  Culp markets  fabrics at most price  levels,  the company
emphasizes   fabrics  that  have  broad  appeal  in  the  promotional  and
popular-priced categories of furniture and bedding.
     Culp's worldwide  leadership as a marketer of upholstery  fabrics and
mattress  ticking has been  achieved  through  internal  expansion and the
integration of strategic acquisitions.
     The company's  operating segments are upholstery fabrics and mattress
ticking,  with  related  divisions  organized  within those  segments.  In
upholstery  fabrics,  Culp Decorative  Fabrics markets  jacquard and dobby
woven   fabrics   for   residential   and   commercial   furniture.   Culp
Velvets/Prints  markets a broad range of printed and velvet  fabrics  used
primarily for residential and juvenile  furniture.  Culp Yarn manufactures
specialty  filling yarn that is used by Culp and also  marketed to outside
customers.  In  mattress  ticking,  Culp  Home  Fashions  markets  a broad
array of fabrics used by bedding manufacturers.

Three and Six Months ended  October 29, 2000  compared  with Three and Six
Months ended October 31, 1999

     Net Sales.  Net sales for the second quarter of fiscal 2001 decreased
by 14.3% to $111.0 million.  Sales of upholstery  fabrics  decreased 19.4%
to $83.0 million,  and sales of mattress  ticking  increased 5.6% to $28.0
million.  Net sales for the first six months of fiscal 2001  decreased  by
$32.6  million,  or 13.3%,  compared  with the  year-earlier  period.  The
company's sales of upholstery  fabrics decreased $36.0 million,  or 18.6%,
for the first six months  compared  with the prior year.  Conversely,  the
company's sales of mattress ticking  increased $3.4 million,  or 6.5%, for
the first six months  compared  with the prior year.  International  sales
were down 25.9% and 22.4% for the quarter  and six  months,  respectively.
The company had  expected  that  results for the second  quarter  would be
down from the  year-earlier  period  but would  represent  an  improvement
compared  with the first quarter which  included  sales of $101.9  million
and a loss of $1.8  million.  Key  factors  influencing  the  year-to-year
comparisons  for the second  quarter were  continued  weakness in consumer
spending  on  home  furnishings,   especially  in  the  promotional  price
category,  and further  increases in the relative  strength of the dollar,
which has  significantly  affected  Culp's sales to customers  outside the
United  States.  The decline in sales of upholstery  fabrics was offset in
part  from  increased  sales by Culp  Home  Fashions  (primarily  mattress
ticking).  Culp's  growth in mattress  ticking  continues  to be driven by
the  introduction of new designs and fabric  constructions  as well as the
advantages of the company's vertical integration.

Sales in the company's  third fiscal  quarter are typically  lower than in
the  second  period  due  to  holidays  and   scheduled,   seasonal  plant
shutdowns.  Based on that  historical  pattern  and  current  trends,  the
company  believes  that it may report a modest loss in the third  quarter.
At this time, the company  expects to close the year on a profitable  note
in the final quarter,  but is uncertain  whether the expected  improvement
in the  fourth  period  will  result in a profit  for the year as a whole.
The  trend in  results  over the  remainder  of this  fiscal  year will be
determined  by  a  number  of  factors  including  the  overall  trend  in
consumer  spending on home  furnishings  and the fluctuation of the dollar
relative to other currencies.

Gross  Profit  and Cost of  Sales.  Gross  profit  declined  28.8% for the
second  quarter  versus a year ago and  decreased as a  percentage  of net
sales  from  18.3% to  15.2%.  For the  first  six  months,  gross  profit
decreased  29.6% to $31.1  million and  decreased as a  percentage  of net
sales  from  18.0% to 14.6%.  The  decline  was due  principally  to lower
sales volume for the period  which led to  unfavorable  cost  variances in
the company's  upholstery fabrics  operation.  The company has taken steps
to  lower  expenses  by  consolidating  certain  operations  and  reducing
personnel,  but these actions were not  sufficient to offset the impact of
the significantly lower sales.

Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses for the second quarter  decreased as a percentage
of sales from 12.4% to 12.2%.  For the first six  months,  these  expenses
increased  slightly as a  percentage  of sales to 12.8%  versus  12.7% for
the prior year.  The dollar amount of these  expenses  declined  15.9% and
12.2%  for  the  quarter  and six  months,  respectively,  reflecting  the
company's  actions  to reduce  expenses  and the fact  that a  portion  of
these  expenses is variable  based on the level of sales.  The company did
incur  severance  costs during the second  quarter in connection  with the
actions taken to reduce selling and administrative expenses.

Interest  Expense.  Interest  expense of $2.3 million and $4.6 million for
the  second  quarter  and first six  months,  respectively,  was down $0.2
million and $0.3  million,  respectively,  from a year ago due to slightly
lower average borrowings.

Other  Expense.  Other expense  increased to $0.6 million and $1.3 million
for the  second  quarter  and  first  six  months  of 2001,  respectively,
versus $0.4 million and $1.0 million,  respectively,  for the year-earlier
periods.   These  increases  were  principally  due  to  lower  investment
income on assets related to the nonqualified deferred compensation plan.

Income  Taxes.  The  effective tax rate for the first six months of fiscal
2001 was 33.0%, down slightly from 34.0% for the year-earlier period.

Net Income (Loss) Per Share.  Net income per share for the second  quarter
of  fiscal  2001  totaled  $0.03 per share  diluted  (based on  11,270,000
average  shares  outstanding  during the period)  compared  with $0.27 per
share diluted (based on 11,868,000  average shares  outstanding during the
period) a year ago.  For the first half,  the company  reported a net loss
of  ($0.13)  per  share  diluted  (based  on  11,209,000   average  shares
outstanding  during  the  period)  compared  with net  income of $0.39 per
share diluted (based on 12,044,000  average shares  outstanding during the
period) in the prior year.

Liquidity and Capital Resources

Liquidity.  Cash and cash  investments  were $0.7  million  as of  October
29,  2000,  compared  with $0.8  million at  October  31,  1999,  and $1.0
million  at  the  end  of  fiscal  2000.   Funded  debt  (long-term  debt,
including  current  maturities,  less restricted  investments)  was $126.8
million at October 29, 2000,  compared with $134.5  million at October 31,
1999 and  $137.5  million  at April 30,  2000.  As a  percentage  of total
capital  (funded  debt plus total  stockholders'  equity),  the  company's
borrowings  amounted to 50.1% at October 29, 2000,  compared with 51.7% at
October 31, 1999 and April 30,  2000.  The  company's  working  capital as
of October 29, 2000 was $94.3  million,  compared with $92.8 million as of
October 31, 1999, and $100.0 million at the close of fiscal 2000.

The company's  cash flow from  operations  was $21.2 million for the first
six months of fiscal 2001,  consisting  of $9.4 million from earnings (net
loss plus  depreciation  and  amortization)  plus $11.8  million  from the
decrease  in  working  capital.   The  decrease  in  working  capital  was
primarily due to a $11.2  million  decrease in accounts  receivable  and a
$1.5 million  decrease in  inventories  offset by a $0.9 million  decrease
in accounts payable and a $0.7 million increase in other current assets.

In separate  authorizations  in June 1998, March 1999,  September 1999 and
December  1999,  the board of directors of the company  authorized the use
of a total of $20.0  million to  repurchase  the  company's  common stock.
Over the past two fiscal  years,  the company has invested  $12.2  million
to  repurchase  a total of 1.8  million  shares.  No  purchases  were made
during the first six months of fiscal 2001 under these authorizations.

Financing  Arrangements.  Culp  has  outstanding  $75  million  of  senior
unsecured  notes  with a  fixed  coupon  rate  of  6.76%  and  an  average
remaining term of eight years.

Culp has an $88 million syndicated,  unsecured,  multi-currency  revolving
credit  facility.  The  facility,  which  expires in April 2002,  requires
quarterly  payments  of  interest  on  all  outstanding  borrowings  and a
quarterly  facility  fee  paid in  advance.  In  July  2000,  the  company
amended the credit  facility to amend  certain  covenants.  The  amendment
also  increased  the interest rate from LIBOR plus 0.80% to 0.90% to LIBOR
plus 1.10% to 1.60%.  The specified  pricing  matrix will be in effect for
the  remainder  of  fiscal  2001  and is based  on the  company's  debt to
EBITDA  ratio,  as defined by the  facility.  As of October 29, 2000,  the
company  had  outstanding   balances  of  $16  million  under  the  credit
facility.

The company  also has a total of $32.4  million in  currently  outstanding
industrial  revenue  bonds  ("IRBs")  which  have  been  used  to  finance
capital  expenditures.  The IRBs are  collateralized  by letters of credit
for the  outstanding  balance of the IRBs and  certain  interest  payments
due thereunder.

The  company's  loan  agreements  require,  among other  things,  that the
company  maintain   compliance  with  certain   financial  ratios.  As  of
October  29,  2000,  the company was in  compliance  with these  financial
covenants.

As  of  October  29,  2000,   the  company  had  two  interest  rate  swap
agreements  to reduce its  exposure  to floating  interest  rates on a $10
million  notional  amount.  The effect of these  contracts is to "fix" the
interest  rate  payable on $10  million  of the  company's  variable  rate
borrowings  at a weighted  average  rate of 6.8%.  The company also enters
into  foreign  exchange  forward  and option  contracts  to hedge  against
currency  fluctuations  with  respect  to  firm  commitments  to  purchase
certain   machinery,   equipment  and  raw  materials.   The  company  had
approximately  $1.6  million  of  outstanding   foreign  exchange  forward
contracts as of October 29, 2000.

Capital  Expenditures.   The  company  maintains  an  ongoing  program  of
capital  expenditures  designed  to increase  capacity as needed,  enhance
manufacturing   efficiencies   through   modernization  and  increase  the
company's  vertical  integration.  Capital  expenditures for the first six
months of fiscal 2001  totaled $3.7 million  compared  with $10.5  million
in the year-earlier  period.  The company plans for total capital spending
for fiscal 2001 to be approximately $16 million.

The company  believes that cash flows from  operations and funds available
under  existing  credit  facilities  will be  sufficient  to fund  capital
expenditures and working capital requirements for the foreseeable future.

Inflation

The cost of certain of the company's  raw  materials,  principally  fibers
from petroleum  derivates,  has increased somewhat;  but overall operating
expenses are remaining  generally  stable.  Factors that reasonably can be
expected  to  influence  margins  in the  future  include  changes  in raw
material prices,  trends in other operating costs and overall  competitive
conditions.

Seasonality

The company's  business is slightly  seasonal,  with  relatively  stronger
sales  during  the second and fourth  fiscal  quarters.  This  seasonality
results   from   one-week   closings   of  the   company's   manufacturing
facilities,  and the  facilities  of most of its  customers  in the United
States,  during  the  first  and  third  quarters  for the  holiday  weeks
including July 4th and Christmas.

Forward-Looking Information

The company's  quarterly report on Form 10-Q contains  statements that may
be deemed  "forward-looking  statements" within the meaning of the federal
securities laws,  including the Private  Securities  Litigation Reform Act
of  1995.   Such   statements   are   inherently   subject  to  risks  and
uncertainties.  Forward-looking  statements  are  statements  that include
projections,  expectations  or beliefs  about future  events or results or
otherwise are not  statements  of historical  fact.  Such  statements  are
often  characterized  by  qualifying  words such as  "expect,"  "believe,"
"estimate,"  "plan," and  "project"  and their  derivatives.  Factors that
could  influence  the matters  discussed  in such  statements  include the
level  of  housing   starts  and  sales  of   existing   homes,   consumer
confidence,   trends   in   disposable   income   and   general   economic
conditions.   Decreases  in  these  economic   indicators   could  have  a
negative  effect  on  the  company's  business  and  prospects.  Likewise,
increases  in  interest  rates,  particularly  home  mortgage  rates,  and
increases  in  consumer  debt  or the  general  rate of  inflation,  could
affect the company  adversely.  Because of the  significant  percentage of
the company's sales derived from  international  shipments,  strengthening
of the U.S.  dollar  against  other  currencies  could make the  company's
products  less  competitive  on the basis of price in markets  outside the
United  States.  Additionally,   economic  and  political  instability  in
international areas could affect the demand for the company's products.

New Accounting Pronouncements

In June 1998, the Financial  Accounting  Standards Board issued  Statement
of  Financial   Accounting  Standards  (SFAS)  No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities."  As  amended,  this new
standard is  effective  for fiscal  years  beginning  after June 15, 2000,
which  will  be  effective  for  the  company's  fiscal  year  2002.  This
statement  establishes  accounting and reporting  standards for derivative
instruments,  including certain derivative  instruments  embedded in other
contracts,  and for hedging  activities.  The  company has not  determined
the financial  impact of adopting  this SFAS and has not  determined if it
will adopt its provisions prior to its effective date.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The  company is exposed to market risk from  changes in interest  rates on
debt and  foreign  currency  exchange  rates.  The  company's  market risk
sensitive  instruments  are not  entered  into for trading  purposes.  The
company has not experienced  any significant  changes in market risk since
October 29, 2000.

The  company's  exposure to interest  rate risk  consists of floating rate
debt  based  on the  London  Interbank  Offered  Rate  plus an  adjustable
margin under the company's  revolving  credit  agreement and variable rate
debt in connection  with the industrial  revenue bonds.  To lower or limit
overall  borrowing  costs,  the  company  enters into  interest  rate swap
agreements  to modify the  interest  characteristics  of  portions  of its
outstanding  debt.  The  agreements  entitle the company to receive or pay
to the  counterparty  (a major bank), on a quarterly  basis,  the amounts,
if  any,  by  which  the  company's  interest  payments  covered  by  swap
agreements  differ  from  those of the  counterparty.  These  amounts  are
recorded as  adjustments to interest  expense.  The fair value of the swap
agreements  and  changes in fair value  resulting  from  changes in market
interest   rates  are  not  recognized  in  the   consolidated   financial
statements.  The annual impact on the  company's  results of operations of
a 100  basis  point  interest  rate  increase  on  the  October  29,  2000
outstanding  balance  of the  variable  rate debt  would be  approximately
$470,000 irrespective of any swaps associated with this debt.

The  company's  exposure  to  fluctuations  in foreign  currency  exchange
rates is due  primarily  to a foreign  subsidiary  domiciled in Canada and
purchases of certain  machinery,  equipment  and raw  materials in foreign
currencies.  The  company's  Canadian  subsidiary  uses the United  States
dollar as its  functional  currency.  The company  generally  does not use
financial  derivative  instruments to hedge foreign currency exchange rate
risks  associated  with the  Canadian  subsidiary.  However,  the  company
generally  enters into foreign  exchange forward and option contracts as a
hedge against its exposure to currency  fluctuations  on firm  commitments
to  purchase  certain   machinery,   equipment  and  raw  materials.   The
Canadian  subsidiary  is  not  material  to  the  company's   consolidated
results of  operations;  therefore,  a 10% change in the exchange  rate at
October  29,  2000 would not have a  significant  impact on the  company's
results of  operations  or financial  position.  In addition,  the company
had  approximately  $1.6 million of outstanding  foreign  exchange forward
contracts  as of October  29,  2000.  As a result,  any change in exchange
rates  would not have a  significant  impact on the  company's  results of
operations  or  financial   position  as  the  foreign   exchange  forward
contracts  have "fixed" the exchange  rate with respect to these  purchase
commitments.


 Part II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of  Shareholders  of the company was held in High Point,
North  Carolina on September 26, 2000. Of the  11,208,720  shares of common
stock  outstanding on the record date of July 24, 2000,  10,370,634  shares
were present in person or by proxy.

At the Annual Meeting, shareholders voted on:

   ratifying the  appointment  of KPMG LLP as the  independent  auditors of
   the company for the current fiscal year, and;

   the  election  of three  directors:  Robert G.  Culp,  III,  Patrick H.
   Norton,  and Patrick B.  Flavin to serve until the 2003 Annual  Meeting,
   and the election of one  director:  H. Bruce  English to serve until the
   2001 Annual Meeting.

   an  amendment to the  company's  1993 Stock Option Plan to (i) increase
   the number of shares  available  for  issuance  thereunder  from 809,500
   to  1,159,500  and (ii) add Section 14 thereof so that  options  granted
   under the Plan shall not be subject to repricing.

A.       Proposal to ratify the election of KPMG LLP as independent
   auditors of the company for fiscal year 2001:

        For                   10,331,461
        Against                   17,969
        Abstain                   21,204

B.       Proposal for Election of Directors:

        Robert G. Culp, III                  Patrick H. Norton
        For            9,094,663             For          9,308,591
        Withheld       1,275,971             Withheld     1,062,043

        Patrick B. Flavin                    H. Bruce English
        For            9,319,965             For          9,309,252
        Withheld       1,050,669             Withheld     1,061,382

C.     Proposal to Amend 1993 Stock Option Plan
         For           9,062,752
         Against       1,273,144
         Abstain          34,738


Item 6.   Exhibits and Reports on Form 8-K

      The  following  exhibits  are  filed  as part of  this  report  or
incorporated by reference.  Management  contracts,  compensatory  plans,
and arrangements are marked with an asterisk (*).

     3(i)       Articles  of  Incorporation  of  the  Company,  as
                amended,   were  filed  as  Exhibit  3(i)  to  the
                Company's  Form 10-Q for the quarter ended January
                29,   1995,   filed  March  15,   1995,   and  are
                incorporated herein by reference.

     3(ii)      Restated  and Amended  Bylaws of the  Company,  as
                amended,  were  filed  as  Exhibit   3(b)  to  the
                Company's  Form 10-K for the year ended  April 28,
                1991,  filed July 25, 1991,  and are  incorporated
                herein by reference.

     3(iii)     Articles of Amendment of Culp,  Inc. dated October
                5, 1999 for the purpose of amending  its  Restated
                Charter  to  fix  the  designation,   preferences,
                limitations  and  relative  rights  of a series of
                its  Preferred  Stock.  The  Articles of Amendment
                of Culp,  Inc. were filed as Exhibit 3(iii) to the
                Company's  Form 10-Q for the quarter ended October
                31,  1999,   filed  December  15,  1999,  and  are
                incorporated herein by reference.

     10(a)      Loan   Agreement   dated  December  1,  1988  with
                Chesterfield  County,  South Carolina  relating to
                Series  1988  Industrial   Revenue  Bonds  in  the
                principal   amount  of  $3,377,000  was  filed  as
                Exhibit 10(n) to the  Company's  Form 10-K for the
                year ended  April 29,  1989,  and is  incorporated
                herein by reference.

     10(b)      Loan  Agreement  dated  November  1, 1988 with the
                Alamance   County   Industrial    Facilities   and
                Pollution Control Financing  Authority relating to
                Series A and B Industrial  Revenue Refunding Bonds
                in the principal  amount of $7,900,000,  was filed
                as exhibit  10(o) to the  Company's  Form 10-K for
                the   year   ended   April   29,   1990,   and  is
                incorporated herein by reference.

     10(c)      Loan  Agreement  dated  January  5,  1990 with the
                Guilford   County   Industrial    Facilities   and
                Pollution  Control  Financing   Authority,   North
                Carolina,   relating  to  Series  1989  Industrial
                Revenue   Bonds  in  the   principal   amount   of
                $4,500,000,  was  filed  as  Exhibit  10(d) to the
                Company's  Form 10-K for the year ended  April 29,
                1990,  filed on July 25, 1990, and is incorporated
                herein by reference.

     10(d)      Loan  Agreement  dated  as  of  December  1,  1993
                between  Anderson  County,  South Carolina and the
                Company  relating to $6,580,000  Anderson  County,
                South  Carolina  Industrial  Revenue  Bonds (Culp,
                Inc.  Project)  Series 1993,  was filed as Exhibit
                10(o) to the  Company's  Form 10-Q for the quarter
                ended January 30, 1994,  filed March 16, 1994, and
                is incorporated herein by reference.

     10(e)      Form  of  Severance  Protection  Agreement,  dated
                September 21, 1989,  was filed as Exhibit 10(f) to
                the  Company's  Form 10-K for the year ended April
                29,  1990,   filed  on  July  25,  1990,   and  is
                incorporated herein by reference. (*)

     10(f)      Lease  Agreement,  dated  January 19,  1990,  with
                Phillips  Interests,  Inc.  was  filed as  Exhibit
                10(g)  to the  Company's  Form  10-K  for the year
                ended April 29, 1990,  filed on July 25, 1990, and
                is incorporated herein by reference.

     10(g)      Management  Incentive  Plan of the Company,  dated
                August  1986  and  amended  July  1989,  filed  as
                Exhibit 10(o) to the  Company's  Form 10-K for the
                year ended May 3,  1992,  filed on August 4, 1992,
                and is incorporated herein by reference.  (*)

     10(h)      Lease  Agreement,  dated  September 6, 1988,  with
                Partnership  74 was filed as Exhibit  10(h) to the
                Company's  Form 10-K for the year ended  April 28,
                1991,  filed on July 25, 1990, and is incorporated
                herein by reference.

     10(i)      Amendment  and   Restatement   of  the  Employee's
                Retirement  Builder Plan of the Company  dated May
                1, 1981 with amendments  dated January 1, 1990 and
                January  8, 1990 were  filed as  Exhibit  10(p) to
                the Company's  Form 10-K for the year ended May 3,
                1992,   filed   on   August   4,   1992,   and  is
                incorporated herein by reference. (*)

     10(j)      First  Amendment of Lease Agreement dated July 27,
                1992 with  Partnership  74 Associates was filed as
                Exhibit 10(n) to the  Company's  Form 10-K for the
                year  ended May 2, 1993,  filed on July 29,  1993,
                and is incorporated herein by reference.

     10(k)      Second  Amendment of Lease  Agreement  dated April
                16,  1993,  with  Partnership  52  Associates  was
                filed as Exhibit 10(l) to the Company's  Form 10-K
                for the year ended May 2, 1993,  filed on July 29,
                1993, and is incorporated herein by reference.

     10(l)      1993 Stock Option Plan was filed as Exhibit  10(o)
                to the Company's  Form 10-K for the year ended May
                2,  1993,   filed  on  July  29,   1993,   and  is
                incorporated herein by reference.  (*)

     10(m)      First  Amendment  to Loan  Agreement  dated  as of
                December  1,  1993  by and  between  The  Guilford
                County   Industrial   Facilities   and   Pollution
                Control  Financing  Authority  and the Company was
                filed  as  Exhibit  10(p)  to the  Company's  Form
                10-Q,   filed   on   March   15,   1994,   and  is
                incorporated herein by reference.

     10(n)      First  Amendment  to Loan  Agreement  dated  as of
                December  16,  1993 by and  between  The  Alamance
                County   Industrial   Facilities   and   Pollution
                Control  Financing  Authority  and the Company was
                filed  as  Exhibit  10(q)  to the  Company's  Form
                10-Q,   filed   on   March   15,   1994,   and  is
                incorporated herein by reference.

     10(o)      First  Amendment  to Loan  Agreement  dated  as of
                December  16,  1993  by and  between  Chesterfield
                County,  South  Carolina and the Company was filed
                as  Exhibit  10(r)  to the  Company's  Form  10-Q,
                filed  on  March  15,  1994,  and is  incorporated
                herein by reference.

     10(p)      Amendment  to Lease  dated as of November 4, 1994,
                by and  between  the  Company  and RDC,  Inc.  was
                filed  as  Exhibit  10(w)  to the  Company's  Form
                10-Q,  for the quarter  ended  January  29,  1995,
                filed  on  March  15,  1995,  and is  incorporated
                herein by reference.

     10(q)      Amendment to Lease  Agreement dated as of December
                14,   1994,   by  and   between  the  Company  and
                Rossville  Investments,  Inc. (formerly known as A
                & E Leasing,  Inc.), was filed as Exhibit 10(y) to
                the  Company's  Form 10-Q,  for the quarter  ended
                January 29, 1995,  filed on March 15, 1995, and is
                incorporated herein by reference.

     10(r)      Interest Rate Swap Agreement  between  Company and
                First Union  National Bank of North Carolina dated
                April 17,  1995,  was filed as  Exhibit  10(aa) to
                the  Company's  Form 10-K for the year ended April
                30,  1995,   filed  on  July  26,  1995,   and  is
                incorporated herein by reference.

     10(s)      Performance-Based  Stock Option  Plan,  dated June
                21,  1994,  was  filed as  Exhibit  10(bb)  to the
                Company's  Form 10-K for the year ended  April 30,
                1995,  filed on July 26, 1995, and is incorporated
                herein by reference. (*)

     10(t)      Interest Rate Swap Agreement  between  Company and
                First  Union  National  Bank  of  North  Carolina,
                dated May 31,  1995 was filed as exhibit  10(w) to
                the  Company's  Form  10-Q for the  quarter  ended
                July 30, 1995,  filed on September  12, 1995,  and
                is incorporated herein by reference.

     10(u)      Interest Rate Swap Agreement  between  Company and
                First  Union  National  Bank  of  North  Carolina,
                dated July 7, 1995 was filed as  exhibit  10(x) to
                the  Company's  Form  10-Q for the  quarter  ended
                July 30, 1995,  filed on September  12, 1995,  and
                is incorporated herein by reference.

     10(v)      Second  Amendment  of Lease  Agreement  dated June
                15, 1994 with  Partnership 74 Associates was filed
                as Exhibit  10(v) to the  Company's  Form 10-Q for
                the  quarter  ended  October  29,  1995,  filed on
                December 12, 1995, and is  incorporated  herein by
                reference.

     10(w)      Lease  Agreement  dated  November  1,  1993 by and
                between the Company and Chromatex,  Inc. was filed
                as Exhibit  10(w) to the  Company's  Form 10-Q for
                the  quarter  ended  October  29,  1995,  filed on
                December 12, 1995, and is  incorporated  herein by
                reference.

     10(x)      Lease  Agreement  dated  November  1,  1993 by and
                between  the  Company  and  Chromatex  Properties,
                Inc. was filed as Exhibit  10(x) to the  Company's
                Form 10-Q for the quarter  ended October 29, 1995,
                filed on December  12, 1995,  and is  incorporated
                herein by reference.

     10(y)      Amendment to Lease  Agreement dated May 1, 1994 by
                and between the Company and Chromatex  Properties,
                Inc. was filed as Exhibit  10(y) to the  Company's
                Form 10-Q for the quarter  ended October 29, 1995,
                filed on December  12, 1995,  and is  incorporated
                herein by reference.

     10(z)      Canada-Quebec    Subsidiary    Agreement    on
                Industrial  Development  (1991),  dated January 4,
                1995,  was filed as Exhibit 10(z) to the Company's
                Form 10-Q for the quarter  ended October 29, 1995,
                filed on December  12, 1995,  and is  incorporated
                herein by reference.

     10(aa)     Loan Agreement between  Chesterfield County, South
                Carolina  and the  Company  dated  as of  April 1,
                1996  relating  to  Tax  Exempt   Adjustable  Mode
                Industrial    Development    Bonds   (Culp,   Inc.
                Project)  Series 1996 in the  aggregate  principal
                amount of $6,000,000  was filed as Exhibit  10(aa)
                to the  Company's  Form  10-K for the  year  ended
                April  28,  1996,  and is  incorporated  herein by
                reference.

     10(bb)     Loan   Agreement   between  the  Alamance   County
                Industrial   Facilities   and  Pollution   Control
                Financing   Authority,   North  Carolina  and  the
                Company,  dated December 1, 1996,  relating to Tax
                Exempt  Adjustable  Mode  Industrial   Development
                Revenue Bonds,  (Culp,  Inc.  Project Series 1996)
                in the aggregate  amount of  $6,000,000  was filed
                as Exhibit  10(cc) to the Company's  Form 10-Q for
                the  quarter  ended  January  26,  1997,   and  is
                incorporated herein by reference.

     10(cc)     Loan    Agreement    between    Luzerne    County,
                Pennsylvania   and  the   Company,   dated  as  of
                December   1,   1996,   relating   to   Tax-Exempt
                Adjustable  Mode  Industrial  Development  Revenue
                Bonds  (Culp,  Inc.  Project)  Series  1996 in the
                aggregate   principal  amount  of  $3,500,000  was
                filed as  Exhibit  10(dd)  to the  Company's  Form
                10-Q for the quarter ended  January 26, 1997,  and
                is incorporated herein by reference.

     10(dd)     Second   Amendment  to  Lease  Agreement   between
                Chromatex Properties,  Inc. and the Company, dated
                April  17,  1997 was  filed as  Exhibit  10(dd) to
                the  Company's  Form 10-K for the year ended April
                27, 1997, and is incorporated herein by reference.

     10(ee)     Lease  Agreement  between Joseph E. Proctor (doing
                business  as JEPCO) and the  Company,  dated April
                21,  1997  was  filed  as  Exhibit  10(ee)  to the
                Company's  Form 10-K for the year ended  April 27,
                1997, and is incorporated herein by reference.

     10(ff)     $125,000,000  Revolving  Loan Facility dated April
                23,  1997 by and among the  Company  and  Wachovia
                Bank of Georgia,  N.A., as agent,  and First Union
                National Bank of North Carolina,  as documentation
                agent   was  filed  as   Exhibit   10(ff)  to  the
                Company's  Form 10-K for the year ended  April 27,
                1997, and is incorporated herein by reference.

     10(gg)    Revolving  Line  of  Credit  for  $4,000,000  dated
               April  23,  1997 by and  between  the  Company  and
               Wachovia Bank of North Carolina,  N.A. was filed as
               Exhibit  10(gg) to the Company's  Form 10-K for the
               year  ended  April 27,  1997,  and is  incorporated
               herein by reference.

     10(hh)    Reimbursement and Security  Agreement between Culp,
               Inc. and  Wachovia  Bank of North  Carolina,  N.A.,
               dated as of April 1, 1997,  relating to  $3,337,000
               Principal  Amount,   Chesterfield   County,   South
               Carolina   Industrial  Revenue  Bonds  (Culp,  Inc.
               Project)  Series  1988 was filed as Exhibit  10(hh)
               to the  Company's  Form  10-K  for the  year  ended
               April  27,  1997,  and is  incorporated  herein  by
               reference.

               Additionally,  there are Reimbursement and Security
               Agreements  between Culp, Inc. and Wachovia Bank of
               North Carolina,  N.A., dated as of April 1, 1997 in
               the  following   amounts  and  with  the  following
               facilities:

               $7,900,000   Principal   Amount,   Alamance  County
               Industrial   Facilities   and   Pollution   Control
               Financing  Authority  Industrial  Revenue Refunding
               Bonds (Culp, Inc. Project) Series A and B.

               $4,500,000   Principal   Amount,   Guilford  County
               Industrial   Facilities   and   Pollution   Control
               Financing Authority Industrial  Development Revenue
               Bonds (Culp, Inc. Project) Series 1989.

               $6,580,000 Principal Amount,  Anderson County South
               Carolina   Industrial  Revenue  Bonds  (Culp,  Inc.
               Project)  Series 1993.

               $6,000,000  Principal Amount,  Chesterfield County,
               South   Carolina    Tax-Exempt    Adjustable   Mode
               Industrial  Development  Revenue Bonds (Culp,  Inc.
               Project) Series 1996.

               $6,000,000  Principal  Amount,  The Alamance County
               Industrial   Facilities   and   Pollution   Control
               Financing  Authority  Tax-exempt   Adjustable  Mode
               Industrial  Development  Revenue Bonds (Culp,  Inc.
               Project) Series 1996.

               $3,500,000   Principal   Amount,   Luzerne   County
               Industrial    Development    Authority   Tax-Exempt
               Adjustable  Mode  Industrial   Development  Revenue
               Bonds (Culp, Inc. Project) Series 1996.

     10(ii)    Loan  Agreement  and   Reimbursement  and  Security
               Agreement dated
               July 1, 1997  with the  Robeson  County  Industrial
               Facilities   and   Pollution    Control   Financing
               Authority  relating to the  issuance of  Tax-Exempt
               Adjustable  Mode  Industrial   Development  Revenue
               Bonds  (Culp,  Inc.  Project),  Series  1997 in the
               aggregate  principal amount of $8,500,000 was filed
               as Exhibit  10(ii) to the  Company's  Form 10-Q for
               the   quarter   ended   August  3,  1997,   and  is
               incorporated herein by reference.

     10(jj)    Asset  Purchase  Agreement  dated as of  August  4,
               1997 by and between Culp,  Inc.,  Phillips  Weaving
               Mills,   Inc.,   Phillips  Printing  Mills,   Inc.,
               Phillips Velvet Mills, Inc.,  Phillips Mills, Inc.,
               Phillips    Property    Company,    LLC,   Phillips
               Industries,  Inc.  and S. Davis  Phillips was filed
               as Exhibit  (10jj) to the  Company's  Form 10-Q for
               the  quarter  ended   November  2,  1997,   and  is
               incorporated herein by reference.

     10(kk)    Asset  Purchase  Agreement  dated as of October 14,
               1997   among   Culp,   Inc.,   Artee    Industries,
               Incorporated,  Robert T.  Davis,  Robert L.  Davis,
               Trustee u/a dated 8/25/94,  Robert L. Davis,  Louis
               W. Davis,  Kelly D. England,  J. Marshall  Bradley,
               Frankie S.  Bradley and Mickey R. Bradley was filed
               as Exhibit  10(kk) to the  Company's  Form 10-Q for
               the  quarter  ended   November  2,  1997,   and  is
               incorporated herein by reference.

     10(ll)     Form of Note  Purchase  Agreement  (providing  for
                the  issuance  by Culp,  Inc.  of its $20  million
                6.76%  Series A Senior  Notes due  3/15/08 and its
                $55  million  6.76%  Series  B  Senior  Notes  due
                3/15/10),  each dated March 4, 1998, between Culp,
                Inc. and each of the following:
                1.  Connecticut General Life Insurance Company;
                2.  The Mutual Life Insurance Company of New York;
                3.  United of Omaha Life Insurance Company;
                4.  Mutual of Omaha Insurance Company;
                5.  The Prudential Insurance Company of  America;
                6.  Allstate Life Insurance Company;
                7.  Life Insurance Company of North America;  and
                8.  CIGNA Property and Casualty Insurance Company
                This  agreement was filed as Exhibit 10(ll) to the
                Company's  Form  10-K  for the year  ended  May 3,
                1998, and is incorporated herein by
                reference.

     10(mm)     First  Amendment  to Credit  Agreement  dated July
                22, 1998 among Culp,  Inc.,  Wachovia Bank,  N.A.,
                as  agent,   First   Union   National   Bank,   as
                documentation  agent,  and  Wachovia  Bank,  N.A.,
                First  Union   National   Bank,   SunTrust   Bank,
                Atlanta,      and      Cooperatieve       Centrale
                Raiffeisen-Boerenleeenbank      B.A.,     Rabobank
                Nederland,  New  York  Branch,  as  lenders.  This
                amendment  was  filed  as  Exhibit  10(mm)  to the
                Company's  Form 10-Q for the quarter  ended August
                2, 1998, and is incorporated herein by reference.

     10(nn)     Second   Amendment  to  Credit   Agreement   dated
                October  26,  1998,  among  Culp,  Inc.,  Wachovia
                Bank,  N.A., as agent,  First Union National Bank,
                as  documentation  agent, and Wachovia Bank, N.A.,
                First Union  National  Bank,  and  SunTrust  Bank,
                Atlanta,  as lenders.  This amendment was filed as
                Exhibit  10(nn) to the Company's Form 10-Q for the
                quarter   ended   November   1,   1998,   and   is
                incorporated herein by reference.

     10(oo)     Rights  Agreement,  dated as of  October  8, 1999,
                between Culp,  Inc. and EquiServe  Trust  Company,
                N.A.,  as  Rights  Agent,  including  the  form of
                Articles of  Amendment  with respect to the Series
                A   Participating   Preferred  Stock  included  as
                Exhibit A to the  Rights  Agreement,  the forms of
                Rights  Certificate  included  as Exhibit B to the
                Rights  Agreement,  and  the  form of  Summary  of
                Rights   included  as  Exhibit  C  to  the  Rights
                Agreement.  The  Rights  Agreement  was  filed  as
                Exhibit  99.1  to the  Company's  Form  8-K  dated
                October 12, 1999,  and is  incorporated  herein by
                reference.

     10(pp)     Third  Amendment to Credit  Agreement  dated April
                28, 2000, among Culp,  Inc.,  Wachovia Bank, N.A.,
                as  agent,   First   Union   National   Bank,   as
                documentation  agent,  and  Wachovia  Bank,  N.A.,
                First Union  National  Bank, and Suntrust Bank, as
                lenders.  This  amendment  was  filed  as  Exhibit
                10(pp)  to the  Company's  Form  10-K for the year
                ended April 30, 2000, and is  incorporated  herein
                by reference.

     10(qq)     Fourth  Amendment to Credit  Agreement  dated July
                30, 2000, among Culp,  Inc.,  Wachovia Bank, N.A.,
                as  agent,   First   Union   National   Bank,   as
                documentation  agent,  and  Wachovia  Bank,  N.A.,
                First Union  National  Bank, and Suntrust Bank, as
                lenders.  This  amendment  was  filed  as  Exhibit
                10(qq) to the Company's  Form 10-Q for the quarter
                ended July 30, 2000,  and is  incorporated  herein
                by reference.

     10(rr)     Amendments to  1993 Stock  Option  Agreement dated
                September 26, 2000.(*)

     27       Financial Data Schedule

(b)  Reports on Form 8-K:

The following reports on Form 8-K were filed during the period covered
by this report:

   (1)       Form 8-K dated August 22, 2000, included under Item 5,
      Other Events, the Company's press release for quarterly earnings
      and the Financial Information Release relating to certain
      financial information for the quarter ended July 30, 2000.


                               SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                    CULP, INC.
                                    (Registrant)


Date:   December 13, 2000       By:  s/s  Phillip W. Wilson
                                          Phillip W. Wilson
                                          Vice President and Chief Financial
                                          and Accounting Officer

                                          (Authorized to sign on behalf
                                          of the registrant and also sign-
                                          ing as principal financial officer)


                                 EXHIBIT 10(rr)

     The shareholders,  of Culp, Inc. (the "Company") approved the following two
amendments  to the  Company's  1993  Stock  Option  Plan  (the  "1993  Plan") on
September 26, 2000:

     The text of the proposed amendments are as follows:

     Amendment  1: The last  sentence  of  Section 2 is  amended  to read:  "The
maximum number of shares that may be issued pursuant to this Plan is 1,159,500."

     Amendment 2: The 1993 Plan is amended by adding an  additional  Section 14,
as follows:

          "14. Repricing of Options. Neither the company, the Committee, nor any
          person or entity  administering the plan or options granted thereunder
          may  adjust  or amend  the  exercise  price of any  option  previously
          granted under the Plan,  whether  through  amendment,  cancellation or
          replacement grant of such option."

  


                     5
                         0000723603
                        Culp, Inc.
                                   1,000

                                        
                                  6-mos
                              APR-29-2001
                                 MAY-01-2000
                                   OCT-29-2000
                                            744
                                        0
                                  66,884
                                   (2,893)
                                    72,967
                              148,705
                                        252,972
                               (132,949)
                                323,310
                          54,433
                                             0
                               0
                                         0
                                          560
                                    125,779
                  323,310
                                       212,859
                              212,859
                                         181,798
                                 181,798
                               27,269
                                    0
                              4,608
                                (2,110)
                                     (696)
                            (1,414)
                                      0
                                     0
                                           0
                                   (1,414)
                                   (0.13)
                                   (0.13)