content: --------------------------------------------------------------------------------
  
                                   UNITED STATES
                        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) August 26, 2004
  
                                     CULP, INC.
  
              (Exact name of registrant as specified in its charter)
  
  
           North Carolina                  0-12781                56-1001967
  (State or other jurisdiction of   (Commission File No.)       (IRS Employer
           incorporation)                                    Identification No.)
  
  
  
                               101 South Main Street
                         High Point, North Carolina  27260
                     (Address of principal executive offices)
                                  (336) 889-5161
               (Registrant's telephone number, including area code)
  
  
  
  
  
           (Former name or former address, if changed since last report)
  
  
  
  
  
  --------------------------------------------------------------------------------
  
  
  <PAGE>
  
  
  Item 1.01 - Entry into a Material Definitive Agreeement
  
  
  On August 26, 2004 the company entered into an agreement, dated as of August 23,
  2004,  to amend and  extend  for one year the term of its' loan  agreement  with
  Wachovia  Bank,  National  Association,  that  provides  for  a  revolving  loan
  commitment  of $15.0  million,  including  letters of credit up to $2.5 million.
  Borrowings  under the credit  facility  generally  bear  interest  at the London
  Interbank  Offered  Rate plus an  adjustable  margin  based  upon the  company's
  debt/EBITDA ratio, as defined by the agreement.
  
  
  9.01(c) - Exhibits
  
  10  Third Amendment to Amended and Restated Credit Agreement
  
  
  Forward Looking Information
  
  This  release  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 (Section 27A of the Securities
  Act of 1933 and Section 27A of the  Securities  and Exchange Act of 1934).  Such
  statements  are  inherently  subject  to  risks  and   uncertainties.   Further,
  forward-looking  statements  are  intended to speak only as of the date on which
  they  are  made.   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 but not always
  characterized  by  qualifying  words such as  "expect,"  "believe,"  "estimate,"
  "plan" and "project" and their  derivatives,  and include but are not limited to
  statements  about  expectations  for the company's  future  sales,  gross profit
  margins,  SG&A or  other  expenses,  and  earnings,  as  well as any  statements
  regarding the company's  view of estimates of the  company's  future  results by
  analysts.  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.   In  addition,
  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.  Also, economic and political  instability in international areas
  could affect the  company's  operations  or sources of goods in those areas,  as
  well as demand for the company's  products in  international  markets.  Finally,
  unanticipated delays or costs in executing restructuring actions could cause the
  cumulative  effect of  restructuring  actions to fail to meet the objectives set
  forth by  management.  Other factors that could affect the matters  discussed in
  forward-looking  statements are included in the company's periodic reports filed
  with the Securities and Exchange Commission.
  
  
  
  
                                     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 hereunto duly authorized.
  
  
                                           CULP, INC.
                                           (Registrant)
  
  
                                By:    /s/ Kenneth M. Ludwig
                                           -------------------
                                           Kenneth M. Ludwig
                                           Senior Vice President
                                           Human Resources
  <PAGE>
  
                          THIRD AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT
  
  
  
       THIS THIRD  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  ("Third
  Amendment")  is made as of the 23rd day of August,  2004,  by and between  CULP,
  INC., a North Carolina  corporation  (together with its successors and permitted
  assigns,  the "Borrower")  and WACHOVIA BANK,  NATIONAL  ASSOCIATION  (formerly,
  Wachovia Bank,  N.A.), a national  banking  association,  as Agent and as a Bank
  (together with its endorsees, successors and assigns, the "Bank").
  
                                    BACKGROUND
  
       The  Borrower  and the Bank  entered  into an Amended and  Restated  Credit
  Agreement,  dated as of August  23,  2002,  as amended  by Second  Amendment  to
  Amended and Restated Credit Agreement (the "Second Amendment"), dated as of June
  3, 2003 (it being  acknowledged  by the parties  hereto that the proposed  First
  Amendment  to  Amended  and  Restated  Credit  Agreement,  which had been  under
  discussion in March 2003,  was never  executed by the parties and is of no force
  or effect;  otherwise, such agreement, as amended by the Second Amendment and as
  it may be further amended,  restated,  supplemented  and/or  modified,  shall be
  referred to herein as the "Credit Agreement").  Terms used herein and not herein
  defined shall have the meanings given to them in the Credit Agreement.
  
       The Borrower has now requested  certain other  amendments to the provisions
  of the Credit Agreement, which the Bank is willing to accommodate subject to the
  terms, provisions and conditions set forth in this Third Amendment.
  
       NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
  acknowledged, the Borrower and the Bank hereby agree as follows:
  
       1. Amendments to Credit  Agreement.  The Credit Agreement is hereby amended
  as follows:
  
            (a) The  following  definition  in Section 1.01 is hereby  amended and
       restated in its entirety to read as follows:
  
              "Termination  Date" means  whichever  is  applicable  of (i)
        August 31, 2005,  (ii) the  date the  Commitments  are  terminated
        pursuant to Section 6.01  following the  occurrence of an Event of
        Default,   or  (iii)  the  date  the   Borrower   terminates   the
        Commitments entirely pursuant to Section 2.08.
  
            (b) Section  2.07(a) of the Credit  Agreement is hereby deleted in its
       entirety without any replacement therefor.
  
       2.  Further  Assurances.   The  Borrower  will  execute  such  confirmatory
  instruments,  if any,  with  respect  to the  Credit  Agreement  and this  Third
  Amendment as the Bank may reasonably request.
  
       3. Ratification by Borrower.  The Borrower ratifies and confirms all of its
  representations,  warranties,  covenants,  liabilities and obligations under the
  Credit  Agreement  (except as expressly  modified by this Third  Amendment)  and
  agrees  that:  (i) except as  expressly  modified by this Third  Amendment,  the
  Credit Agreement continues in full force and effect as if set forth specifically
  herein; and (ii) the Borrower has no right of setoff, counterclaim or defense to
  payment of its obligations under the Credit Agreement. The Borrower and the Bank
  agree  that this Third  Amendment  shall not be  construed  as an  agreement  to
  extinguish the Borrower's  obligations  under the Credit  Agreement or the Notes
  and shall not constitute a novation as to the  obligations of the Borrower under
  the Credit Agreement or the Notes. The Bank hereby expressly reserves all rights
  and remedies it may have against all parties who may be or may hereafter  become
  secondarily  liable  for the  repayment  of the  obligations  under  the  Credit
  Agreement or the Notes.
  
       4.  Amendments.  This Third  Amendment may not itself be amended,  changed,
  modified,  altered,  or  terminated  without in each  instance the prior written
  consent of the Bank.  This Third Amendment shall be construed in accordance with
  and governed by the laws of the State of North Carolina.
  
       5.  Counterparts.  This Third  Amendment  may be  executed in any number of
  counterparts,  each of which shall be deemed to be an original and all of which,
  taken together, shall constitute one and the same agreement.
  
       6. Credit Agreement Modification Fee. The Borrower shall pay to the Bank on
  the date this Third Amendment is executed, an amendment fee equal to $45,000.00,
  which fee, once paid, shall be fully earned and non-refundable.
  
       7.  Bank's  Expenses.  In  accordance  with  Section  9.03  of  the  Credit
  Agreement,  Borrower  hereby  acknowledges  and  agrees  to pay  all  reasonable
  out-of-pocket  expenses  incurred by the Bank in connection with the preparation
  of this Third Amendment,  including  without  limitation  reasonable  attorneys'
  fees.
  
  
  
                             [Signature Page Follows]
  
  
  
  <PAGE>
  
  
       IN WITNESS WHEREOF,  this Third Amendment has been duly executed under seal
  by Borrower and Bank as of the day and year first above written.
  
                                      BORROWER:
  
  
                                      CULP, INC.
  
  
                                      By: Franklin N. Saxon
                                      Name: Franklin N. Saxon
                                      Title: President and COO
  
  ATTEST:
  
  ___________________________
        Secretary
  
  [Corporate Seal]
  
                                      BANK:
  
                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      as Agent and as Bank
  
  
                                      By: David G. Black
                                      Name: David G. Black
                                      Title: Senior Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "c8k83104.txt", "description": "CULP, INC.   8-K   8-31-04", "secsgml_size_bytes": 11136}]
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": "041008806"}, "business-address": {"street1": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27260", "phone": "3368895161"}, "mail-address": {"street1": "P O BOX 2686", "street2": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261"}}
text: --------------------------------------------------------------------------------
  
                                   UNITED STATES
                        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) August 26, 2004
  
                                     CULP, INC.
  
              (Exact name of registrant as specified in its charter)
  
           North Carolina                  0-12781                56-1001967
  (State or other jurisdiction of   (Commission File No.)       (IRS Employer
           incorporation)                                    Identification No.)
  
                               101 South Main Street
                         High Point, North Carolina  27260
                     (Address of principal executive offices)
                                  (336) 889-5161
               (Registrant's telephone number, including area code)
  
           (Former name or former address, if changed since last report)
  
  --------------------------------------------------------------------------------
  Item 1.01 - Entry into a Material Definitive Agreeement
  
  On August 26, 2004 the company entered into an agreement, dated as of August 23,
  2004,  to amend and  extend  for one year the term of its' loan  agreement  with
  Wachovia  Bank,  National  Association,  that  provides  for  a  revolving  loan
  commitment  of $15.0  million,  including  letters of credit up to $2.5 million.
  Borrowings  under the credit  facility  generally  bear  interest  at the London
  Interbank  Offered  Rate plus an  adjustable  margin  based  upon the  company's
  debt/EBITDA ratio, as defined by the agreement.
  
  9.01(c) - Exhibits
  
  10  Third Amendment to Amended and Restated Credit Agreement
  
  Forward Looking Information
  
  This  release  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 (Section 27A of the Securities
  Act of 1933 and Section 27A of the  Securities  and Exchange Act of 1934).  Such
  statements  are  inherently  subject  to  risks  and   uncertainties.   Further,
  forward-looking  statements  are  intended to speak only as of the date on which
  they  are  made.   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 but not always
  characterized  by  qualifying  words such as  "expect,"  "believe,"  "estimate,"
  "plan" and "project" and their  derivatives,  and include but are not limited to
  statements  about  expectations  for the company's  future  sales,  gross profit
  margins,  SG&A or  other  expenses,  and  earnings,  as  well as any  statements
  regarding the company's  view of estimates of the  company's  future  results by
  analysts.  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.   In  addition,
  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.  Also, economic and political  instability in international areas
  could affect the  company's  operations  or sources of goods in those areas,  as
  well as demand for the company's  products in  international  markets.  Finally,
  unanticipated delays or costs in executing restructuring actions could cause the
  cumulative  effect of  restructuring  actions to fail to meet the objectives set
  forth by  management.  Other factors that could affect the matters  discussed in
  forward-looking  statements are included in the company's periodic reports filed
  with the Securities and Exchange Commission.
  
                                     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 hereunto duly authorized.
  
                                           CULP, INC.
                                           (Registrant)
  
                                By:    /s/ Kenneth M. Ludwig
                                           -------------------
                                           Kenneth M. Ludwig
                                           Senior Vice President
                                           Human Resources
  THIRD AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT
  
       THIS THIRD  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  ("Third
  Amendment")  is made as of the 23rd day of August,  2004,  by and between  CULP,
  INC., a North Carolina  corporation  (together with its successors and permitted
  assigns,  the "Borrower")  and WACHOVIA BANK,  NATIONAL  ASSOCIATION  (formerly,
  Wachovia Bank,  N.A.), a national  banking  association,  as Agent and as a Bank
  (together with its endorsees, successors and assigns, the "Bank").
  
                                    BACKGROUND
  
       The  Borrower  and the Bank  entered  into an Amended and  Restated  Credit
  Agreement,  dated as of August  23,  2002,  as amended  by Second  Amendment  to
  Amended and Restated Credit Agreement (the "Second Amendment"), dated as of June
  3, 2003 (it being  acknowledged  by the parties  hereto that the proposed  First
  Amendment  to  Amended  and  Restated  Credit  Agreement,  which had been  under
  discussion in March 2003,  was never  executed by the parties and is of no force
  or effect;  otherwise, such agreement, as amended by the Second Amendment and as
  it may be further amended,  restated,  supplemented  and/or  modified,  shall be
  referred to herein as the "Credit Agreement").  Terms used herein and not herein
  defined shall have the meanings given to them in the Credit Agreement.
  
       The Borrower has now requested  certain other  amendments to the provisions
  of the Credit Agreement, which the Bank is willing to accommodate subject to the
  terms, provisions and conditions set forth in this Third Amendment.
  
       NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
  acknowledged, the Borrower and the Bank hereby agree as follows:
  
       1. Amendments to Credit  Agreement.  The Credit Agreement is hereby amended
  as follows:
  
            (a) The  following  definition  in Section 1.01 is hereby  amended and
       restated in its entirety to read as follows:
  
              "Termination  Date" means  whichever  is  applicable  of (i)
        August 31, 2005,  (ii) the  date the  Commitments  are  terminated
        pursuant to Section 6.01  following the  occurrence of an Event of
        Default,   or  (iii)  the  date  the   Borrower   terminates   the
        Commitments entirely pursuant to Section 2.08.
  
            (b) Section  2.07(a) of the Credit  Agreement is hereby deleted in its
       entirety without any replacement therefor.
  
       2.  Further  Assurances.   The  Borrower  will  execute  such  confirmatory
  instruments,  if any,  with  respect  to the  Credit  Agreement  and this  Third
  Amendment as the Bank may reasonably request.
  
       3. Ratification by Borrower.  The Borrower ratifies and confirms all of its
  representations,  warranties,  covenants,  liabilities and obligations under the
  Credit  Agreement  (except as expressly  modified by this Third  Amendment)  and
  agrees  that:  (i) except as  expressly  modified by this Third  Amendment,  the
  Credit Agreement continues in full force and effect as if set forth specifically
  herein; and (ii) the Borrower has no right of setoff, counterclaim or defense to
  payment of its obligations under the Credit Agreement. The Borrower and the Bank
  agree  that this Third  Amendment  shall not be  construed  as an  agreement  to
  extinguish the Borrower's  obligations  under the Credit  Agreement or the Notes
  and shall not constitute a novation as to the  obligations of the Borrower under
  the Credit Agreement or the Notes. The Bank hereby expressly reserves all rights
  and remedies it may have against all parties who may be or may hereafter  become
  secondarily  liable  for the  repayment  of the  obligations  under  the  Credit
  Agreement or the Notes.
  
       4.  Amendments.  This Third  Amendment may not itself be amended,  changed,
  modified,  altered,  or  terminated  without in each  instance the prior written
  consent of the Bank.  This Third Amendment shall be construed in accordance with
  and governed by the laws of the State of North Carolina.
  
       5.  Counterparts.  This Third  Amendment  may be  executed in any number of
  counterparts,  each of which shall be deemed to be an original and all of which,
  taken together, shall constitute one and the same agreement.
  
       6. Credit Agreement Modification Fee. The Borrower shall pay to the Bank on
  the date this Third Amendment is executed, an amendment fee equal to $45,000.00,
  which fee, once paid, shall be fully earned and non-refundable.
  
       7.  Bank's  Expenses.  In  accordance  with  Section  9.03  of  the  Credit
  Agreement,  Borrower  hereby  acknowledges  and  agrees  to pay  all  reasonable
  out-of-pocket  expenses  incurred by the Bank in connection with the preparation
  of this Third Amendment,  including  without  limitation  reasonable  attorneys'
  fees.
  
                             [Signature Page Follows]
  IN WITNESS WHEREOF,  this Third Amendment has been duly executed under seal
  by Borrower and Bank as of the day and year first above written.
  
                                      BORROWER:
  
                                      CULP, INC.
  
                                      By: Franklin N. Saxon
                                      Name: Franklin N. Saxon
                                      Title: President and COO
  
  ATTEST:
  
  ___________________________
        Secretary
  
  [Corporate Seal]
  
                                      BANK:
  
                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      as Agent and as Bank
  
                                      By: David G. Black
                                      Name: David G. Black
                                      Title: Senior Vice President