content: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     ---------
  
                                     Form 8-K
  
                                  CURRENT REPORT
  
                 Pursuant to Section 13 or 15(d) of the Securities
                               Exchange Act of 1934
  
                                   -------------
  
         Date of Report (Date of earliest event reported) October 15, 1997
  
                                     CULP, INC.
  
              (Exact name of registrant as specified in its charter)
  
  
          North Carolina                  0-12781                56-1001967
  
   (State or other jurisdiction    (Commission File No.)       (IRS Employer
         of incorporation)                                  Identification No.)
  
  
  
                               101 South Main Street
                         High Point, North Carolina  27260
                     (Address of principal executive offices)
                                  (910) 889-5161
               (Registrant's telephone number, including area code)
  
  
  
  
                                                                                
           (Former name or former address, if changed since last report)
  
  
  
  
  
  --------------------------------------------------------------------------------
  
  
  
  
  
  <PAGE>
  
  
  
  Item 5. Other Events
  
  See  attached  Press  Release (2 pages)  and  Financial  Information  Release (6
  pages),  both  dated  October  15,  1997,  related to the  acquisition  of Artee
  Industries, Inc.
  
  Forward  Looking  Information.  The  discussion  in this  Form  8-K may  contain
  statements  that  could  be  deemed   forward-looking   statements,   which  are
  inherently   subject  to  risks  and   uncertainties.   These   statements   are
  characterized by such words as "expect," "believe,"  "estimate,"  "project," and
  "plan"  and  their  derivatives.   Factors  that  could  influence  the  matters
  discussed  include the  financial  performance  of the  business  acquired,  the
  degree to which the company is successful in integrating  the business  acquired
  into  its   operations,   and  general  factors  that  influence  the  company's
  business,  including  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 adversely affect the company.
  
  
   
  
  
                                    SIGNATURES
  
  
  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 hereunto duly authorized.
  
   
                                      CULP, INC.
                                      (Registrant)
  
  
                                By:    Franklin  N. Saxon                         
                                       Senior Vice President and
                                       Chief Financial Officer
  
  
                                By:    Stephen T. Hancock                         
                                       Stephen T. Hancock
                                       General Accounting Manager
  
  
  
  
  Dated:   October 15, 1997 
  
  
  
  <PAGE>
  
  
  CULP To Acquire Artee Industries
  Page 2
  October 15, 1997
  
  
  
  
  
  
                                     - MORE -
  
  
  
  
  
  FOR IMMEDIATE RELEASE
  
                         CULP TO ACQUIRE ARTEE INDUSTRIES
   
                STRATEGIC ACQUISITION EXTENDS VERTICAL INTEGRATION
                           INTO SPUN YARN MANUFACTURING
   
                 ROBERT T. DAVIS TO JOIN CULP'S BOARD OF DIRECTORS
  
  HIGH POINT,  North Carolina  (October 15, 1997) Culp,  Inc.  (NYSE:  CFI) today
  announced that it has signed a definitive  asset purchase  agreement to acquire
  the  business  and  certain  assets  relating  to the spun  yarn  manufacturing
  operations of Artee Industries,  Incorporated,  a privately-held  company based
  in  Shelby,  North  Carolina.   Terms  of  the  agreement  include  an  initial
  transaction  value of approximately $17 million,  including stock,  cash, notes
  and the assumption of certain  liabilities,  and an additional payment of up to
  approximately  $7  million  contingent  upon the  future  profitability  of the
  acquired  operations.  Closing of the transaction,  which is subject to certain
  conditions  set  forth  in  the  agreement,   is  expected  about  April  1998.
  Subsequent to the completion of the acquisition,  Robert T. Davis,  chairman of
  Artee  Industries,  is  expected  to be elected to Culp's  Board of  Directors,
  expanding the number of directors to ten.
  
        "This  agreement  represents an outstanding  opportunity to extend Culp's
  vertical  integration into spun yarn  manufacturing,"  remarked Robert G. Culp,
  III, chief executive  officer.  "Artee Industries is a successful  company that
  supplies Culp and several other leading  fabric  manufacturers  with a range of
  spun yarns.  A primary goal is to maintain  the high level of customer  service
  that we and others  have come to expect  from Artee  Industries.  Our plans are
  to  establish  the acquired  operations  as a separate  business  unit with the
  present   management  and  support  the   investments   necessary  to  continue
  expanding  capacity  and  broadening  the variety of yarns that Artee  markets.
  We are  especially  pleased  with the  prospect of having Bob Davis join Culp's
  Board of Directors.  He has  established  Artee as one of Culp's key suppliers,
  and we  look  forward  to  his  guidance  in  maximizing  the  value  of  these
  acquired resources."
  
  
  <PAGE>
  
  
        Robert T. Davis  said,  "We are  delighted  with this  chance to join the
  Culp  organization.  Culp has  established  clear  leadership  in our industry,
  and  we  believe  that  Artee  can  contribute   positively  to  the  Company's
  continued  growth.  We expect our  marketing  program to benefit  significantly
  from  Culp's  strong  financial  resources  which  will  enable  us to  fund  a
  stepped-up  effort to expand  capacity and develop new yarns using a variety of
  fibers."
  
        Culp  indicated  that the assets  being  acquired  include  manufacturing
  facilities  in  Shelby,  Cherryville  and  Lincolnton,  North  Carolina.  Artee
  Industries  manufactures  and  markets  a  variety  of  spun  yarns,  including
  WrapSpun TM,  open-end  spun and chenille  yarns. Artee Industries is currently
  generating  annualized  net  sales  of  approximately  $36  million,  of  which
  shipments to Culp account for  approximately  $20  million.  Culp  reported net
  sales of $399 million for its most recent fiscal year ended April 27, 1997.
  
        Culp added,  "Although  we extrude  some of our own  polypropylene  yarn,
  the  addition  of these  assets from Artee  Industries  will enable us to start
  controlling   much  of  Culp's   requirements  for  spun  and  chenille  yarns.
  Acquiring   these  resources  is  a  sound  strategic  step  for  us.  We  have
  increasingly  been directing more of Culp's resources toward marketing  fabrics
  with  innovative  patterns  and  designs.  Having an  internal  source for spun
  yarns will blend well with the  accelerated  design  initiatives of each of our
  business  units.  We are  confident  there is  considerable  potential  to link
  Artee's  resources with our other yarn  manufacturing  capabilities and produce
  fabrics that embody  innovative  textures and styles.  The end result should be
  even more  versatility  to provide  distinctive  fabrics to a worldwide base of
  manufacturers of furniture, bedding and other home furnishings."
  
  
                                       -30-
  
  
                        CULP, INC. FINANCIAL INFORMATION RELEASE
                          ACQUISITION OF ARTEE INDUSTRIES, INC.
                                    October 15, 1997
  
  A.     Acquisition Summary
   
       On October 14,1997, Culp entered into a definitive ASSET PURCHASE AGREEMENT
  to acquire  the  business  and  substantially  all assets and to assume  certain
  liabilities of Artee Industries,  Incorporated  ("Artee"),  a yarn manufacturer.
  The transaction value at closing is estimated at $17.4 million, and includes the
  issuance of new shares of Culp  common  stock,  cash and a note,  as well as the
  repayment  at  closing  of  Artee's  interest-bearing  debt.  Also,  there is an
  "earn-out" which provides the opportunity for additional  consideration of up to
  $7.2 million (60% in stock and 40 % in cash),  based upon the  profitability  of
  Artee during  Culp's  fiscal year ending May 2, 1999.  The  acquisition  will be
  accounted for as a purchase, and therefore the results of Artee from the closing
  date will be included in Culp's results.  Closing of the transaction is expected
  on May 4,  1998,  or  possibly  earlier,  if  certain  profitability  levels are
  reached. Conditions to closing are set forth in the agreement and include, among
  other things, the satisfactory  completion of Culp's due diligence and a minimum
  net worth requirement.
   
       The company believes the transaction will be considered an "asset purchase"
  for income tax purposes,  and therefore any goodwill would be deductible for tax
  purposes  over a 15 year period,  and assets  acquired and  liabilities  assumed
  would be recorded at their fair market values. The company estimates that income
  taxes  could be  reduced  by  approximately  $ 1.5  million  as a result  of the
  deductibility  of goodwill  and the fair market value  adjustment  of the assets
  purchased, particularly fixed assets.
  
  B.     What products  does Artee  manufacture  and market;  and what are annual
         sales by product line?
  
       The company  believes Artee is the largest producer of WrapSpun TM yarns in
  North America (WrapSpun is a trademark of Artee Industries,  Inc.).  These yarns
  are made  from both  short  and long  staple  fiber,  principally  producer-dyed
  acrylic,  for use primarily in the upholstery  fabrics market,  and, to a lesser
  extent, the carpet and apparel markets.  Artee also has significant  capacity to
  manufacture  open-end  ("OE") spun yarns from short  staple  fiber,  principally
  producer-dyed  acrylic for use primarily in the upholstery fabrics market,  and,
  to a lesser  extent,  the hosiery and apparel  markets.  During April 1997 Artee
  began a major  capital  investment  program to install  substantial  capacity to
  produce chenille yarns, which is expected to be completed within one year. These
  yarns  are  produced   primarily  from  spun  (wrap  or  open-end)   acrylic  or
  polypropylene,  or from  filament  polypropylene,  but other  fibers can also be
  utilized to produce the chenille yarns.
  
       Projected  sales for calendar 1997 are  estimated at $36 million.  Sales to
  Culp are approximately $20 million of this total.  Sales by product line for the
  same period are estimated as follows: WrapSpun TM yarns for upholstery market --
  $19  million;  WrapSpun TM  yarns for  carpet  and other markets -- $7  million;
  open-end  spun  yarns -- $7  million;  and  chenille  yarns -- $3  million.  The
  chenille  capacity  in terms of yarn sales is  expected  to be over $14  million
  annually, once the expansion project noted above is completed.
  
  <PAGE>
  
  C.     Where is Artee  located, how many employees are there, and how will it be
         managed?
  
       Artee owns and operates  three plants  located in Shelby,  Cherryville  and
  Lincolnton,  North Carolina,  all of which are about 50 miles west of Charlotte,
  NC. In total,  these  facilities have over 300,000 square feet of  manufacturing
  space and are located on about 33 acres of land,  which  provides ample room for
  possible  expansion.  The equipment in each plant is relatively  modern.  All of
  this  equipment  was purchased new or has been rebuilt as new within the last 12
  years.
  
       Artee has about  300  hourly  employees  which are not  represented  by any
  union. There are approximately 30 salaried employees.
       
       Culp plans to operate Artee as an  independent  business unit headed by the
  present  management  team.  Artee has been a  supplier  to Culp  since 1984 when
  Robert T. Davis acquired the company. Prior to acquiring Artee, Bob Davis had an
  outstanding  career  with such  companies  as Collins & Aikman and Dixie Yarns ,
  both of which he served  in  senior  executive  positions.  Additionally,  he is
  currently a director of the American Textile Manufacturers Institute. Management
  is  comprised  of a  small,  but  effective  and  experienced  team  of  textile
  professionals  as follows:  Robert  (Bob) T. Davis  (Chairman) , Robert (Rob) L.
  Davis,  (President  & CEO),  Louis W. Davis (Vice  President  of Sales),  and J.
  Marshall  Bradley (Vice President of  Operations).  This group of executives has
  run Artee for the last ten years.
  
       After  closing of the  transaction,  Bob Davis is expected to join the Culp
  board of directors.  Bob Davis will bring to the Culp board a wealth of industry
  knowledge regarding yarn manufacturing,  particularly in the area of spun yarns.
  
  D.     What is the expected composition of the estimated  transaction value at
         the closing date (dollars in thousands)?
   
       Fair value of purchased assets, net of current liabilities 
         assumed (1)                                                       $8,400
       Interest-bearing debt with bank and shareholder
         ( to be repaid at closing)                                         8,500
       Acquisition costs (legal, accounting, professional, etc)               500
                                                                           ------ 
               Estimated transaction value                               $ 17,400
                                                                           ======
  
       (1) Subject to possible  adjustment  based upon the audited  closing
       date balance sheet
   
  
  
  
   
                                       Page 2 of 6
  <PAGE>
  
  
  
  E.    What are the provisions of the "earn-out" ?
  
       An  "earn-out"  of between $2.2 million and $7.2 million is possible  based
  upon Artee's pretax income  (calculated on an historical basis as defined in the
  agreement)  for Culp's fiscal year ending May 2, 1999. At $2.2 million of pretax
  income , the  "earn-out"  consideration  begins  and the payout is at a level of
  $2.2 million.  At $5.2 million of pretax income,  the  "earn-out"  consideration
  ends and the payout is at a level of $7.2 million. The "earn-out" increases on a
  pro rata basis above the minimum  pretax income  threshold of $2.2 million up to
  the  maximum  pretax  income  amount  of $5.2  million.  Any  payout  under  the
  "earn-out"  will be made 60% in stock and 40% in cash. The number of Culp shares
  to be issued is based upon a price of $19.00 per  share,  subject to  adjustment
  under a "collar"  provision based upon the price of Culp's stock at the time the
  "earn-out" is paid. In the event that Culp stock is under $15.00 per share,  the
  company has the option to pay some or all of the stock portion in cash.
  
  If the minimum  threshold level of $ 2.2 million in pretax income were reached 
  in Culp's fiscal year 1999,  the EPS  contribution  to Culp is estimated at $.05
  (after  accounting for additional  interest expense and shares  outstanding  as 
  well as goodwill  amortization  and income taxes ).
  
  F.      How will the  acquisition be financed at closing  (dollars in thousands,
          except share data)?
  
          Bank debt (1)                                             $   10,400
          Issuance of new Culp shares (284,211 @ $19.00) (2)             5,400
          Note payable to sellers  (3)                                   1,600
                                   --                                   ------
              Estimated transaction value                           $   17,400
                                                                        ======
   
       (1) Source is Culp's revolving credit facility. This assumes all of Artee's
       bank and shareholder debt will be repaid at closing,  which is estimated at
       $8.5 million.  Another $1.9 million will be required at or near closing for
       the cash payment at closing  plus  professional  fees; 
  
       (2) Culp shares are planned to be freely tradable upon issuance except for
       applicable volume limitations under rules of the SEC. If the price of Culp
       stock is less than $15.00,  Culp has the option to pay in cash rather  than
       stock;
  
       (3) The key terms are: interest rate of 6.5%;  payable upon completion  of 
       the audited closing date balance sheet; and unsecured.
   
  
  
  
                                       Page 3 of 6
  <PAGE>
  
  
  
  
  
  G.     What are certain  estimated additional expense items related to Artee for
         Culp's fiscal 1999 (dollars in thousands) ?
  
         Interest expense                                             $     900
         Depreciation                                                     1,100
         Amortization of goodwill ( $4,000/40 years)                        100
  
  H.     What is the estimated opening balance sheet (dollars in thousands, except
         share data)?
  
             Accounts receivable(1)                                    $  4,000
             Inventory                                                    3,000
             Other current assets                                           500
             Property, plant equipment (2)                                9,700
             Goodwill                                                     4,000
                                                                         ------   
                Total assets                                             21,200
                                                                         ======
  
             Accounts payable                                            (3,000)
             Accrued expenses                                            (  800)
                                                                         ------ 
                           Net assets                                  $ 17,400
                                                                         ======
  
             Long-term debt (Culp's credit facility)                   $ 10,400
             Seller note payable (Short term)(3)                          1,600
             Common stock (4)                                             5,400
                                                                         ------
                Transaction value (estimated at closing)               $ 17,400
                                                                         ======
   
            (1) Includes an estimated $2,000 in  receivables from Culp;
            (2) Estimated; allocation of purchase price dependent upon asset
                appraisals;
            (3) Will be classified as a current liability because it is payable
                upon completion of the audited closing date balance sheet, which
                is expected in 60 to 90 days after closing;
            (4) 284,211 shares, valued at $19.00 per share; subject to a "collar".
  
  
  
                                       Page 4 of 6
  
  <PAGE>
  
  
  I.     What does Culp view as the principal business reasons for acquiring Artee
         Industries ?
  
       The  following  is a summary of Culp's  goals and the key  elements  of its
       business plan for Artee:
  
  
       1. EXTEND CULP'S VERTICAL  INTEGRATION INTO SPUN YARNS 
  
       a)  manufacturing  its own spun yarns is an important  additional  vertical
       integration step for Culp; spun yarns are used as filling yarns in textured
       woven fabrics and as pile (or face) yarn in velvets;
  
       b) Culp believes that buying an existing  operation is more cost  effective
       and certainly much faster than building the capability;
  
       c) WrapSpun TM yarns for upholstery currently have strong demand because of
       (1) the  resurgence  of velvets and (2) WrapSpun TM  yarns used in chenille
       (both factors  apparently due to the consumers' desire for softer fabrics);
       Artee is the largest producer of WrapSpunTM yarns for the home  furnishings
       industry;
  
       d) Culp  plans  to  transfer  outside  purchases  of  open-end  ("OE")  and
       WrapSpunTM  yarns to Artee over the next two years as  additional  capacity
       becomes available;
  
       e) captive spun yarn production should lower raw material costs.
   
  
       2. INCREASE  CAPACITY TO PRODUCE CHENILLE YARNS 
  
       a) investment to capitalize on expected  continued  growth in popularity of
       chenille fabrics;
  
       b) particular  emphasis planned for WrapSpunTM  chenille  yarns which yield
       especially soft fabrics;
  
       c) expansion  underway at Artee will  complement  planned  installation  of
       chenille  capacity  at Culp in the current  fiscal  year.  Culp's  chenille
       capacity will be consolidated at Artee;
  
       d) increased capacity for chenille yarns will provide advantages to Culp in
       lower costs, improved customer service and design flexibility.
   
  
  3. EXPAND AND ENHANCE CULP'S YARN  DEVELOPMENT  CAPABILITIES 
  
       a) control of spun yarn capacity will complement Culp's overall  initiative
       to develop  and  market  more  innovative,  value-added  fabrics.  Internal
       capacity will facilitate  working with furniture  manufacturers  to develop
       distinctive patterns, textures and designs;
  
       b) Culp  plans to expand its yarn  development  staff.  Development  of new
       yarns  will mesh with the work  within  each of the  design  groups for our
       business units; 
  
       c) enhanced yarn  development  program  should match well with Culp's broad
       manufacturing  resources.  New  capabilities  at  Artee  should  complement
       previous  vertical  integration  steps including  extrusion of filament and
       staple  fiber,  OE  spinning of rayon,  spinning of novelty  yarns and yarn
       dyeing capabilities.
   
                                         Page 5 of 6
  
  <PAGE>
   
         4.   ACHIEVE INCREASING LEVEL OF OUTSIDE YARN SALES
           
       a) Artee will operate as an independent  business unit, supplying both Culp
       and other fabric  manufacturers  of upholstery and apparel.  The management
       team that has  successfully  operated  Artee will remain in place and has a
       strategic  imperative  to grow  outside yarn sales; 
  
       b) increased focus on developing  innovative  yarns should enhance value of
       Artee to its customer base, particularly in high quality,  specialty yarns;
       
  
       c)  investment  in increased  capacity  will enhance  customer  service and
       support a sound base of outside customers.
  
   
  J.      What is Artee's current financial performance ?
  
       Artee has  historically  generated EBITDA margins of between 6 % and 9 % of
       sales.  Results  in 1997  have  been  significantly  below  that  level  of
       profitability  (currently  near  break-even)  due to several  non-recurring
       factors.  Culp and Artee  believe that  operating  results  will  gradually
       improve over the next twelve months as these one-time factors are overcome.
       The non-recurring items that have affected Artee's 1997 results are:
  
       1. a total  plant  relocation  during  the  first  6  months  of 1997  from
       Rossville,  GA to Cherryville,  NC with none of the employees moving to the
       new facility;  productivity is only now  approaching  65-70 % of the former
       plant's production levels; Artee expects to reach 100 % by the end of April
       1998;
  
       2. a partial plant relocation of the OE spinning  operation also during the
       first 6 months of  calendar  1997 from  Shelby,  NC to  Cherryville,  NC to
       provide manufacturing floor space for the chenille expansion at Shelby, NC;
       many  employees  did move to the new facility  because it was only about 20
       miles away;  productivity  is about  80-85 % of the new plant's  production
       capacity;  Artee expects to reach 100 % early in calendar  1998;
  
       3. a sales decline in the long staple WrapSpun TM carpet yarns as different
       yarn systems are being used in the carpet industry;  profitability of these
       yarns had been  falling  over the last two  years;  Artee has  initiated  a
       strategy to replace the majority of this production with WrapSpun TM  yarns
       for the upholstery  industry , which are in greater demand and carry higher
       margins.  Artee  anticipates  it will probably take 6 to 12 months to fully
       replace  the  WrapSpun TM  carpet  yarn  business  with  its  new  WrapSpun
       upholstery  products; 
  
       4.  start-up  costs of the  chenille  expansion  project.  Artee began this
       project  in early 1997 and is now about a quarter  of the way  through  the
       project and is just recently realizing near-standard production levels from
       the machinery  installed.  Artee plans to completely install all of the new
       machinery by the end of April 1998.
  
       Culp believes that sound strategic actions are currently in place that are
       expected to yield gradually improving  results .
  
       (WrapSpun is a trademark of Artee Industries, Inc.)
  
  
                                         Page 6 of 6
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CULP, INC. 8-K", "secsgml_size_bytes": 25458}]
metadata_filer: {"company-data": {"conformed-name": "CULP INC", "cik": "0000723603", "assigned-sic": "2211", "irs-number": "561001967", "state-of-incorporation": "NC", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12597", "film-number": "97695861"}, "business-address": {"street1": "101 S MAIN ST", "street2": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261-2686", "phone": "9108895161"}, "mail-address": {"street1": "P O BOX 2686", "street2": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261"}}
text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     ---------
  
                                     Form 8-K
  
                                  CURRENT REPORT
  
                 Pursuant to Section 13 or 15(d) of the Securities
                               Exchange Act of 1934
  
                                   -------------
  
         Date of Report (Date of earliest event reported) October 15, 1997
  
                                     CULP, INC.
  
              (Exact name of registrant as specified in its charter)
  
          North Carolina                  0-12781                56-1001967
  
   (State or other jurisdiction    (Commission File No.)       (IRS Employer
         of incorporation)                                  Identification No.)
  
                               101 South Main Street
                         High Point, North Carolina  27260
                     (Address of principal executive offices)
                                  (910) 889-5161
               (Registrant's telephone number, including area code)
  
                                                                                
           (Former name or former address, if changed since last report)
  
  --------------------------------------------------------------------------------
  Item 5. Other Events
  
  See  attached  Press  Release (2 pages)  and  Financial  Information  Release (6
  pages),  both  dated  October  15,  1997,  related to the  acquisition  of Artee
  Industries, Inc.
  
  Forward  Looking  Information.  The  discussion  in this  Form  8-K may  contain
  statements  that  could  be  deemed   forward-looking   statements,   which  are
  inherently   subject  to  risks  and   uncertainties.   These   statements   are
  characterized by such words as "expect," "believe,"  "estimate,"  "project," and
  "plan"  and  their  derivatives.   Factors  that  could  influence  the  matters
  discussed  include the  financial  performance  of the  business  acquired,  the
  degree to which the company is successful in integrating  the business  acquired
  into  its   operations,   and  general  factors  that  influence  the  company's
  business,  including  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 adversely affect the company.
  
   
  
                                    SIGNATURES
  
  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 hereunto duly authorized.
  
   
                                      CULP, INC.
                                      (Registrant)
  
                                By:    Franklin  N. Saxon                         
                                       Senior Vice President and
                                       Chief Financial Officer
  
                                By:    Stephen T. Hancock                         
                                       Stephen T. Hancock
                                       General Accounting Manager
  
  Dated:   October 15, 1997
  CULP To Acquire Artee Industries
  Page 2
  October 15, 1997
  
                                     - MORE -
  
  FOR IMMEDIATE RELEASE
  
                         CULP TO ACQUIRE ARTEE INDUSTRIES
   
                STRATEGIC ACQUISITION EXTENDS VERTICAL INTEGRATION
                           INTO SPUN YARN MANUFACTURING
   
                 ROBERT T. DAVIS TO JOIN CULP'S BOARD OF DIRECTORS
  
  HIGH POINT,  North Carolina  (October 15, 1997) Culp,  Inc.  (NYSE:  CFI) today
  announced that it has signed a definitive  asset purchase  agreement to acquire
  the  business  and  certain  assets  relating  to the spun  yarn  manufacturing
  operations of Artee Industries,  Incorporated,  a privately-held  company based
  in  Shelby,  North  Carolina.   Terms  of  the  agreement  include  an  initial
  transaction  value of approximately $17 million,  including stock,  cash, notes
  and the assumption of certain  liabilities,  and an additional payment of up to
  approximately  $7  million  contingent  upon the  future  profitability  of the
  acquired  operations.  Closing of the transaction,  which is subject to certain
  conditions  set  forth  in  the  agreement,   is  expected  about  April  1998.
  Subsequent to the completion of the acquisition,  Robert T. Davis,  chairman of
  Artee  Industries,  is  expected  to be elected to Culp's  Board of  Directors,
  expanding the number of directors to ten.
  
        "This  agreement  represents an outstanding  opportunity to extend Culp's
  vertical  integration into spun yarn  manufacturing,"  remarked Robert G. Culp,
  III, chief executive  officer.  "Artee Industries is a successful  company that
  supplies Culp and several other leading  fabric  manufacturers  with a range of
  spun yarns.  A primary goal is to maintain  the high level of customer  service
  that we and others  have come to expect  from Artee  Industries.  Our plans are
  to  establish  the acquired  operations  as a separate  business  unit with the
  present   management  and  support  the   investments   necessary  to  continue
  expanding  capacity  and  broadening  the variety of yarns that Artee  markets.
  We are  especially  pleased  with the  prospect of having Bob Davis join Culp's
  Board of Directors.  He has  established  Artee as one of Culp's key suppliers,
  and we  look  forward  to  his  guidance  in  maximizing  the  value  of  these
  acquired resources."
  Robert T. Davis  said,  "We are  delighted  with this  chance to join the
  Culp  organization.  Culp has  established  clear  leadership  in our industry,
  and  we  believe  that  Artee  can  contribute   positively  to  the  Company's
  continued  growth.  We expect our  marketing  program to benefit  significantly
  from  Culp's  strong  financial  resources  which  will  enable  us to  fund  a
  stepped-up  effort to expand  capacity and develop new yarns using a variety of
  fibers."
  
        Culp  indicated  that the assets  being  acquired  include  manufacturing
  facilities  in  Shelby,  Cherryville  and  Lincolnton,  North  Carolina.  Artee
  Industries  manufactures  and  markets  a  variety  of  spun  yarns,  including
  WrapSpun TM,  open-end  spun and chenille  yarns. Artee Industries is currently
  generating  annualized  net  sales  of  approximately  $36  million,  of  which
  shipments to Culp account for  approximately  $20  million.  Culp  reported net
  sales of $399 million for its most recent fiscal year ended April 27, 1997.
  
        Culp added,  "Although  we extrude  some of our own  polypropylene  yarn,
  the  addition  of these  assets from Artee  Industries  will enable us to start
  controlling   much  of  Culp's   requirements  for  spun  and  chenille  yarns.
  Acquiring   these  resources  is  a  sound  strategic  step  for  us.  We  have
  increasingly  been directing more of Culp's resources toward marketing  fabrics
  with  innovative  patterns  and  designs.  Having an  internal  source for spun
  yarns will blend well with the  accelerated  design  initiatives of each of our
  business  units.  We are  confident  there is  considerable  potential  to link
  Artee's  resources with our other yarn  manufacturing  capabilities and produce
  fabrics that embody  innovative  textures and styles.  The end result should be
  even more  versatility  to provide  distinctive  fabrics to a worldwide base of
  manufacturers of furniture, bedding and other home furnishings."
  
                                       -30-
  
                        CULP, INC. FINANCIAL INFORMATION RELEASE
                          ACQUISITION OF ARTEE INDUSTRIES, INC.
                                    October 15, 1997
  
  A.     Acquisition Summary
   
       On October 14,1997, Culp entered into a definitive ASSET PURCHASE AGREEMENT
  to acquire  the  business  and  substantially  all assets and to assume  certain
  liabilities of Artee Industries,  Incorporated  ("Artee"),  a yarn manufacturer.
  The transaction value at closing is estimated at $17.4 million, and includes the
  issuance of new shares of Culp  common  stock,  cash and a note,  as well as the
  repayment  at  closing  of  Artee's  interest-bearing  debt.  Also,  there is an
  "earn-out" which provides the opportunity for additional  consideration of up to
  $7.2 million (60% in stock and 40 % in cash),  based upon the  profitability  of
  Artee during  Culp's  fiscal year ending May 2, 1999.  The  acquisition  will be
  accounted for as a purchase, and therefore the results of Artee from the closing
  date will be included in Culp's results.  Closing of the transaction is expected
  on May 4,  1998,  or  possibly  earlier,  if  certain  profitability  levels are
  reached. Conditions to closing are set forth in the agreement and include, among
  other things, the satisfactory  completion of Culp's due diligence and a minimum
  net worth requirement.
   
       The company believes the transaction will be considered an "asset purchase"
  for income tax purposes,  and therefore any goodwill would be deductible for tax
  purposes  over a 15 year period,  and assets  acquired and  liabilities  assumed
  would be recorded at their fair market values. The company estimates that income
  taxes  could be  reduced  by  approximately  $ 1.5  million  as a result  of the
  deductibility  of goodwill  and the fair market value  adjustment  of the assets
  purchased, particularly fixed assets.
  
  B.     What products  does Artee  manufacture  and market;  and what are annual
         sales by product line?
  
       The company  believes Artee is the largest producer of WrapSpun TM yarns in
  North America (WrapSpun is a trademark of Artee Industries,  Inc.).  These yarns
  are made  from both  short  and long  staple  fiber,  principally  producer-dyed
  acrylic,  for use primarily in the upholstery  fabrics market,  and, to a lesser
  extent, the carpet and apparel markets.  Artee also has significant  capacity to
  manufacture  open-end  ("OE") spun yarns from short  staple  fiber,  principally
  producer-dyed  acrylic for use primarily in the upholstery fabrics market,  and,
  to a lesser  extent,  the hosiery and apparel  markets.  During April 1997 Artee
  began a major  capital  investment  program to install  substantial  capacity to
  produce chenille yarns, which is expected to be completed within one year. These
  yarns  are  produced   primarily  from  spun  (wrap  or  open-end)   acrylic  or
  polypropylene,  or from  filament  polypropylene,  but other  fibers can also be
  utilized to produce the chenille yarns.
  
       Projected  sales for calendar 1997 are  estimated at $36 million.  Sales to
  Culp are approximately $20 million of this total.  Sales by product line for the
  same period are estimated as follows: WrapSpun TM yarns for upholstery market --
  $19  million;  WrapSpun TM  yarns for  carpet  and other markets -- $7  million;
  open-end  spun  yarns -- $7  million;  and  chenille  yarns -- $3  million.  The
  chenille  capacity  in terms of yarn sales is  expected  to be over $14  million
  annually, once the expansion project noted above is completed.
  C.     Where is Artee  located, how many employees are there, and how will it be
         managed?
  
       Artee owns and operates  three plants  located in Shelby,  Cherryville  and
  Lincolnton,  North Carolina,  all of which are about 50 miles west of Charlotte,
  NC. In total,  these  facilities have over 300,000 square feet of  manufacturing
  space and are located on about 33 acres of land,  which  provides ample room for
  possible  expansion.  The equipment in each plant is relatively  modern.  All of
  this  equipment  was purchased new or has been rebuilt as new within the last 12
  years.
  
       Artee has about  300  hourly  employees  which are not  represented  by any
  union. There are approximately 30 salaried employees.
       
       Culp plans to operate Artee as an  independent  business unit headed by the
  present  management  team.  Artee has been a  supplier  to Culp  since 1984 when
  Robert T. Davis acquired the company. Prior to acquiring Artee, Bob Davis had an
  outstanding  career  with such  companies  as Collins & Aikman and Dixie Yarns ,
  both of which he served  in  senior  executive  positions.  Additionally,  he is
  currently a director of the American Textile Manufacturers Institute. Management
  is  comprised  of a  small,  but  effective  and  experienced  team  of  textile
  professionals  as follows:  Robert  (Bob) T. Davis  (Chairman) , Robert (Rob) L.
  Davis,  (President  & CEO),  Louis W. Davis (Vice  President  of Sales),  and J.
  Marshall  Bradley (Vice President of  Operations).  This group of executives has
  run Artee for the last ten years.
  
       After  closing of the  transaction,  Bob Davis is expected to join the Culp
  board of directors.  Bob Davis will bring to the Culp board a wealth of industry
  knowledge regarding yarn manufacturing,  particularly in the area of spun yarns.
  
  D.     What is the expected composition of the estimated  transaction value at
         the closing date (dollars in thousands)?
   
       Fair value of purchased assets, net of current liabilities 
         assumed (1)                                                       $8,400
       Interest-bearing debt with bank and shareholder
         ( to be repaid at closing)                                         8,500
       Acquisition costs (legal, accounting, professional, etc)               500
                                                                           ------ 
               Estimated transaction value                               $ 17,400
                                                                           ======
  
       (1) Subject to possible  adjustment  based upon the audited  closing
       date balance sheet
   
  
   
                                       Page 2 of 6
  E.    What are the provisions of the "earn-out" ?
  
       An  "earn-out"  of between $2.2 million and $7.2 million is possible  based
  upon Artee's pretax income  (calculated on an historical basis as defined in the
  agreement)  for Culp's fiscal year ending May 2, 1999. At $2.2 million of pretax
  income , the  "earn-out"  consideration  begins  and the payout is at a level of
  $2.2 million.  At $5.2 million of pretax income,  the  "earn-out"  consideration
  ends and the payout is at a level of $7.2 million. The "earn-out" increases on a
  pro rata basis above the minimum  pretax income  threshold of $2.2 million up to
  the  maximum  pretax  income  amount  of $5.2  million.  Any  payout  under  the
  "earn-out"  will be made 60% in stock and 40% in cash. The number of Culp shares
  to be issued is based upon a price of $19.00 per  share,  subject to  adjustment
  under a "collar"  provision based upon the price of Culp's stock at the time the
  "earn-out" is paid. In the event that Culp stock is under $15.00 per share,  the
  company has the option to pay some or all of the stock portion in cash.
  
  If the minimum  threshold level of $ 2.2 million in pretax income were reached 
  in Culp's fiscal year 1999,  the EPS  contribution  to Culp is estimated at $.05
  (after  accounting for additional  interest expense and shares  outstanding  as 
  well as goodwill  amortization  and income taxes ).
  
  F.      How will the  acquisition be financed at closing  (dollars in thousands,
          except share data)?
  
          Bank debt (1)                                             $   10,400
          Issuance of new Culp shares (284,211 @ $19.00) (2)             5,400
          Note payable to sellers  (3)                                   1,600
                                   --                                   ------
              Estimated transaction value                           $   17,400
                                                                        ======
   
       (1) Source is Culp's revolving credit facility. This assumes all of Artee's
       bank and shareholder debt will be repaid at closing,  which is estimated at
       $8.5 million.  Another $1.9 million will be required at or near closing for
       the cash payment at closing  plus  professional  fees; 
  
       (2) Culp shares are planned to be freely tradable upon issuance except for
       applicable volume limitations under rules of the SEC. If the price of Culp
       stock is less than $15.00,  Culp has the option to pay in cash rather  than
       stock;
  
       (3) The key terms are: interest rate of 6.5%;  payable upon completion  of 
       the audited closing date balance sheet; and unsecured.
   
  
                                       Page 3 of 6
  G.     What are certain  estimated additional expense items related to Artee for
         Culp's fiscal 1999 (dollars in thousands) ?
  
         Interest expense                                             $     900
         Depreciation                                                     1,100
         Amortization of goodwill ( $4,000/40 years)                        100
  
  H.     What is the estimated opening balance sheet (dollars in thousands, except
         share data)?
  
             Accounts receivable(1)                                    $  4,000
             Inventory                                                    3,000
             Other current assets                                           500
             Property, plant equipment (2)                                9,700
             Goodwill                                                     4,000
                                                                         ------   
                Total assets                                             21,200
                                                                         ======
  
             Accounts payable                                            (3,000)
             Accrued expenses                                            (  800)
                                                                         ------ 
                           Net assets                                  $ 17,400
                                                                         ======
  
             Long-term debt (Culp's credit facility)                   $ 10,400
             Seller note payable (Short term)(3)                          1,600
             Common stock (4)                                             5,400
                                                                         ------
                Transaction value (estimated at closing)               $ 17,400
                                                                         ======
   
            (1) Includes an estimated $2,000 in  receivables from Culp;
            (2) Estimated; allocation of purchase price dependent upon asset
                appraisals;
            (3) Will be classified as a current liability because it is payable
                upon completion of the audited closing date balance sheet, which
                is expected in 60 to 90 days after closing;
            (4) 284,211 shares, valued at $19.00 per share; subject to a "collar".
  
                                       Page 4 of 6
  I.     What does Culp view as the principal business reasons for acquiring Artee
         Industries ?
  
       The  following  is a summary of Culp's  goals and the key  elements  of its
       business plan for Artee:
  
       1. EXTEND CULP'S VERTICAL  INTEGRATION INTO SPUN YARNS 
  
       a)  manufacturing  its own spun yarns is an important  additional  vertical
       integration step for Culp; spun yarns are used as filling yarns in textured
       woven fabrics and as pile (or face) yarn in velvets;
  
       b) Culp believes that buying an existing  operation is more cost  effective
       and certainly much faster than building the capability;
  
       c) WrapSpun TM yarns for upholstery currently have strong demand because of
       (1) the  resurgence  of velvets and (2) WrapSpun TM  yarns used in chenille
       (both factors  apparently due to the consumers' desire for softer fabrics);
       Artee is the largest producer of WrapSpunTM yarns for the home  furnishings
       industry;
  
       d) Culp  plans  to  transfer  outside  purchases  of  open-end  ("OE")  and
       WrapSpunTM  yarns to Artee over the next two years as  additional  capacity
       becomes available;
  
       e) captive spun yarn production should lower raw material costs.
   
  
       2. INCREASE  CAPACITY TO PRODUCE CHENILLE YARNS 
  
       a) investment to capitalize on expected  continued  growth in popularity of
       chenille fabrics;
  
       b) particular  emphasis planned for WrapSpunTM  chenille  yarns which yield
       especially soft fabrics;
  
       c) expansion  underway at Artee will  complement  planned  installation  of
       chenille  capacity  at Culp in the current  fiscal  year.  Culp's  chenille
       capacity will be consolidated at Artee;
  
       d) increased capacity for chenille yarns will provide advantages to Culp in
       lower costs, improved customer service and design flexibility.
   
  
  3. EXPAND AND ENHANCE CULP'S YARN  DEVELOPMENT  CAPABILITIES 
  
       a) control of spun yarn capacity will complement Culp's overall  initiative
       to develop  and  market  more  innovative,  value-added  fabrics.  Internal
       capacity will facilitate  working with furniture  manufacturers  to develop
       distinctive patterns, textures and designs;
  
       b) Culp  plans to expand its yarn  development  staff.  Development  of new
       yarns  will mesh with the work  within  each of the  design  groups for our
       business units; 
  
       c) enhanced yarn  development  program  should match well with Culp's broad
       manufacturing  resources.  New  capabilities  at  Artee  should  complement
       previous  vertical  integration  steps including  extrusion of filament and
       staple  fiber,  OE  spinning of rayon,  spinning of novelty  yarns and yarn
       dyeing capabilities.
   
                                         Page 5 of 6
  4.   ACHIEVE INCREASING LEVEL OF OUTSIDE YARN SALES
           
       a) Artee will operate as an independent  business unit, supplying both Culp
       and other fabric  manufacturers  of upholstery and apparel.  The management
       team that has  successfully  operated  Artee will remain in place and has a
       strategic  imperative  to grow  outside yarn sales; 
  
       b) increased focus on developing  innovative  yarns should enhance value of
       Artee to its customer base, particularly in high quality,  specialty yarns;
       
  
       c)  investment  in increased  capacity  will enhance  customer  service and
       support a sound base of outside customers.
  
   
  J.      What is Artee's current financial performance ?
  
       Artee has  historically  generated EBITDA margins of between 6 % and 9 % of
       sales.  Results  in 1997  have  been  significantly  below  that  level  of
       profitability  (currently  near  break-even)  due to several  non-recurring
       factors.  Culp and Artee  believe that  operating  results  will  gradually
       improve over the next twelve months as these one-time factors are overcome.
       The non-recurring items that have affected Artee's 1997 results are:
  
       1. a total  plant  relocation  during  the  first  6  months  of 1997  from
       Rossville,  GA to Cherryville,  NC with none of the employees moving to the
       new facility;  productivity is only now  approaching  65-70 % of the former
       plant's production levels; Artee expects to reach 100 % by the end of April
       1998;
  
       2. a partial plant relocation of the OE spinning  operation also during the
       first 6 months of  calendar  1997 from  Shelby,  NC to  Cherryville,  NC to
       provide manufacturing floor space for the chenille expansion at Shelby, NC;
       many  employees  did move to the new facility  because it was only about 20
       miles away;  productivity  is about  80-85 % of the new plant's  production
       capacity;  Artee expects to reach 100 % early in calendar  1998;
  
       3. a sales decline in the long staple WrapSpun TM carpet yarns as different
       yarn systems are being used in the carpet industry;  profitability of these
       yarns had been  falling  over the last two  years;  Artee has  initiated  a
       strategy to replace the majority of this production with WrapSpun TM  yarns
       for the upholstery  industry , which are in greater demand and carry higher
       margins.  Artee  anticipates  it will probably take 6 to 12 months to fully
       replace  the  WrapSpun TM  carpet  yarn  business  with  its  new  WrapSpun
       upholstery  products; 
  
       4.  start-up  costs of the  chenille  expansion  project.  Artee began this
       project  in early 1997 and is now about a quarter  of the way  through  the
       project and is just recently realizing near-standard production levels from
       the machinery  installed.  Artee plans to completely install all of the new
       machinery by the end of April 1998.
  
       Culp believes that sound strategic actions are currently in place that are
       expected to yield gradually improving  results .
  
       (WrapSpun is a trademark of Artee Industries, Inc.)
  
                                         Page 6 of 6