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) November 24, 2003
  
                                     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)
                                   (336) 889-5161
                (Registrant's telephone number, including area code)
  
  
  
  
             -----------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  
  
  --------------------------------------------------------------------------------
  
  <PAGE>
  
                                        INDEX
                                        -----
  
  
                                                                          Page
  Item 7 -  Exhibits                                                        3
  Item 12 - Results of Operations and Financial Condition                   3
  Signature                                                                 4
  Exhibits
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
      Item 7 -- Exhibits
  
      99(a)  News Release dated November 24, 2003
  
      99(b)  Financial Information Release dated November 24, 2003
  
      Item 12 -- Results of Operations and Financial Condition
  
  On November 24, 2003,  Culp,  Inc. (the  "Registrant")  issued a news release to
  announce its financial  results for the quarter ended November 2, 2003. The news
  release is attached hereto as Exhibit 99(a).
  
  Also on November  24,  2003,  the  Registrant  released a Financial  Information
  Release containing  additional  financial  information and disclosures about the
  Registrant's  second  quarter  ended  November  2, 2003.  The news  release  and
  financial  information  release  contain  disclosures  about free cash  flow,  a
  non-GAAP   performance   measure,   that  management  believes  provides  useful
  information to investors  because it measures the company's  available cash flow
  for potential debt  repayment,  stock  repurchases  and additions to cash,  cash
  equivalents  and  short-term  investments.  In  addition,  the news  release and
  financial information release contain proforma income statements which reconcile
  the  reported   income   statements   with  proforma   results,   which  exclude
  restructuring  and related charges and cumulative  effect of accounting  change.
  The company has included this proforma  information in order to show operational
  performance excluding the effects of restructuring charges.
  
  
  Forward  Looking  Information.  This  Report and the  exhibits  attached  hereto
  contain  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.
  
  
  
  
  
  
  <PAGE>
  
  
  
  
                                             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:     Franklin N. Saxon
                                              ----------------------------
                                              Executive Vice President and
                                              Chief Financial Officer
  
  
  
  
  
  Dated:  November 24, 2003
          -----------------
  
  <PAGE>
  Exhibit 99(a)
  
  
                                            NEWS RELEASE
  
  Investor Contact: Kathy J. Hardy          Media Contact:  Kenneth M. Ludwig
                    Corporate Secretary                     Senior Vice President,
                    336-888-6209                            Human Resources
                                                            336-889-5161
  
  
  
  
                  CULP ANNOUNCES SECOND QUARTER FISCAL 2004 RESULTS
  
  HIGH POINT,  N.C.  (November 24, 2003) - Culp, Inc.  (NYSE:  CFI) today reported
  financial  and  operating  results for the fiscal  2004  second  quarter and six
  months ended November 2, 2003. Highlights for the second quarter include:
  
  o Net income of $0.27 per diluted  share,  driven by profit  improvement  in the
    upholstery fabrics  segment  and continued  strength in the  mattress  ticking
    segment
  
  o Best  year-over-year  quarterly sales comparison in five quarters,  reflecting
    better overall industry demand
  
  o Cash, cash equivalents and short-term  investments  increased to $31.8 million
    from $24.4 million  at the end of fiscal 2003,  reflecting free cash  flow of
    $7.2 million for the year to date period
  
  o Earnings  expectation  for the third  quarter of fiscal  2004 is net income of
    $0.13 to $0.17 per diluted share
  
  For the three  months  ended  November  2, 2003,  net sales  were $82.7  million
  compared with $83.7 million a year ago. The company  reported net income of $3.1
  million,  or $0.27 per  diluted  share,  for the second  quarter of fiscal  2004
  compared with a net loss of $6.6 million,  or $0.57 per diluted  share,  for the
  second quarter of fiscal 2003, including  restructuring and related charges. The
  financial  results for the second  quarter of last year include a total of $14.5
  million in  restructuring  and related  charges.  Excluding  these charges,  net
  income for the second  fiscal  quarter  of 2003 was $2.3  million,  or $0.19 per
  diluted  share.  (A  reconciliation  to the net  income and  earnings  per share
  calculations for fiscal 2003 periods is set forth on Page 4.)
  
  For the six months  ended  November 2, 2003,  the company  reported net sales of
  $156.4 million, compared with $169.7 million for the same period a year ago. The
  first six months of fiscal 2004  included 27 weeks  versus 26 weeks for the same
  period of fiscal  2003.  Net income for the first six months of fiscal  2004 was
  $2.7 million, or $0.23 per diluted share.  Including  restructuring  charges and
  the cumulative effect of accounting  change, the company reported a net loss for
  the first  six  months of fiscal  2003 of $29.8  million,  or $2.61 per  diluted
  share. Excluding  restructuring and related charges and the cumulative effect of
  accounting  change,  net income for the first six months of fiscal 2003 was $3.2
  million, or $0.27 per diluted share.
  
  "As previously  announced,  our results for the second fiscal quarter  primarily
  reflect   better-than-expected  demand  for  upholstery  fabrics  and  continued
  strength in mattress  ticking,"  commented Robert G. Culp, III,  chairman of the
  board and chief  executive  officer of Culp,  Inc. "In  addition,  our financial
  performance  reflects the higher capacity utilization and gains in manufacturing
  efficiencies  associated  with  recent  restructuring   initiatives  within  the
  upholstery fabrics segment. We are pleased with the overall tone of our business
  for the second quarter,  although there is still considerable  uncertainty about
  the immediate  trend in demand for upholstery  fabrics.  However,  as our latest
  sales volumes and  profitability  have  indicated,  we believe that Culp is well
  positioned to capitalize on even a modest recovery.
  
  "As  expected,  the mattress  ticking  segment  continued to  strengthen  as the
  bedding  industry has enjoyed a steady increase in sales through the fall," said
  Culp.  "Mattress  ticking  sales were $26.8  million  for the second  quarter of
  fiscal 2004, a 6.0 percent  increase  compared  with $25.3 million in the second
  quarter of fiscal 2003. In the upholstery  fabrics  segment,  net sales declined
  4.3 percent for the second  quarter of fiscal 2004 compared with the same period
  a year ago. This is a marked  improvement  over the 22.5 percent  year-over-year
  decline in sales for the previous quarter, and represents the smallest quarterly
  sales  decline since the first  quarter of fiscal 2003.  However,  even with the
  better trends this quarter,  our upholstery fabric sales continue to be affected
  by the growing  consumer  preference  for leather  furniture  and an increase in
  imported fabrics.
  
  "One of Culp's  important  financial  goals is to  maximize  free cash flow.  We
  generated  sufficient  cash from  operations  through  the  first six  months to
  increase our cash, cash equivalents and short-term  investments to $31.8 million
  at the close of the second fiscal quarter,  up significantly  from $24.4 million
  at the end of fiscal  2003.  As a result of our  focused  efforts  to  carefully
  manage our working capital and maintain a strong balance sheet, Culp's long-term
  debt of $76.6  million at the close of the quarter was down $20.0 million from a
  year ago. Additionally,  we have a healthy debt-to-capital ratio of 43.7 percent
  compared with 51.7 percent a year ago."
  
  Commenting on the business outlook, Culp added, "Looking ahead, the third fiscal
  quarter  is not  typically  the  strongest  period of the year for our  business
  because of scheduled  holiday  plant  closings.  While we  experienced  a modest
  pick-up in demand this  quarter,  we do not expect to sustain  this  momentum in
  incoming business.  With some softness in incoming orders for upholstery fabrics
  and the expected seasonal slowdown, we anticipate our consolidated sales for the
  third fiscal  quarter will decrease  moderately  over last year's  level.  While
  mattress ticking segment sales are expected to continue to increase,  we believe
  the gain will be less than the 6.0 percent  increase  this  quarter.  Upholstery
  fabric  segment  sales are  expected  to decline  at a higher  rate than the 4.3
  percent drop this  quarter.  Based on these sales  expectations  and the current
  industry outlook,  we expect to report net income in the range of $0.13 to $0.17
  per share diluted, with the actual results depending primarily upon the level of
  demand  throughout  the  quarter.  We believe the  results for the past  quarter
  demonstrate  the inherent  strength of our operations and our ability to execute
  in  an  unpredictable  environment.  We  are  proving  the  value  of  our  2003
  restructuring  initiatives to enhance productivity and lower operating expenses,
  and expect to benefit further from these actions throughout fiscal 2004."
  
  Culp,  Inc. is one of the world's  largest  marketers of upholstery  fabrics for
  furniture  and is a leading  marketer  of  mattress  ticking  for  bedding.  The
  company's  fabrics are used  principally in the  production of  residential  and
  commercial furniture and bedding products.
  
  This release contain 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.
  
  
  <PAGE>
  
                                             CULP, INC.
                                   Condensed Financial Highlights
  <TABLE>
  <CAPTION>
  
                                                                          Three Months Ended
                                                                   ---------------------------------
                                                                     November 2,       October 27,
                                                                        2003              2002
                                                                   --------------    ---------------
  <S>                                                              <C>               <C>
  Net sales                                                        $   82,731,000    $   83,740,000
  Net income (loss)                                                $    3,146,000    $   (6,590,000)
  Basic and diluted net income (loss) per share                    $         0.27    $        (0.57)
  Net income per share, diluted, excluding restructuring and
     related charges*                                              $         0.27    $         0.19
  Average shares outstanding:
     Basic                                                             11,524,000        11,483,000
     Diluted                                                           11,774,000        11,483,000
  
  
                                                                           Six Months Ended
                                                                   ---------------------------------
                                                                     November 2,       October 27,
                                                                        2003              2002
                                                                   --------------    ---------------
  Net sales                                                        $  156,407,000    $  169,748,000
  Income (loss) before cumulative effect of accounting change           2,735,000        (5,675,000)
  Cumulative effect of accounting change, net of income taxes                  --       (24,151,000)
                                                                   --------------    ---------------
  Net income (loss)                                                $    2,735,000    $  (29,826,000)
                                                                   ==============    ===============
  Basic income (loss) per share:
     Income (loss) before cumulative effect of accounting change   $         0.24    $        (0.50)
     Cumulative effect of accounting change                                    --             (2.11)
                                                                   --------------    ---------------
     Net income (loss)                                             $         0.24    $        (2.61)
                                                                   ==============    ===============
  Diluted income (loss) per share:
     Income (loss) before cumulative effect of accounting change   $         0.23    $        (0.50)
     Cumulative effect of accounting change                                    --             (2.11)
                                                                   --------------    ---------------
     Net income (loss)                                             $         0.23    $        (2.61)
                                                                   ==============    ===============
  Net income per share, diluted, excluding restructuring and
     related charges, and cumulative effect of accounting change** $         0.23    $         0.27
  
  Average shares outstanding:
     Basic                                                             11,519,000        11,433,000
     Diluted                                                           11,718,000        11,433,000
  
  </TABLE>
  
  * Excludes  restructuring  and related charges of $14.5 million ($8.9 million or
    $0.77 per share diluted after taxes) for the second quarter of fiscal 2003.
  
  ** Excludes  cumulative  effect of accounting  change,  net of income taxes,  of
     $24.2  million ($2.11 per share  diluted) for the first half of fiscal  2003.
     Excludes restructuring and related charges of $14.5  million ($8.9 million or
     $0.78 per share diluted, after taxes) for the first half of fiscal 2003.
  
  
  <PAGE>
  
  
  
                                     CULP, INC.
  
       Reconciliation of Net Income (Loss) as Reported to Pro Forma Net Income
  <TABLE>
  <CAPTION>
  
                                                                  Three Months          Six Months
                                                                      Ended               Ended
                                                                   October 27,          October 27,
                                                                      2002                 2002
                                                                   --------------    ---------------
  <S>                                                            <C>               <C>
  Net loss, as reported                                          $  (6,590,000)    $   (29,826,000)
  Cumulative effect of accounting change, net of income taxes               --          24,151,000
  Restructuring and related charges, net of income taxes             8,874,000           8,874,000
                                                                   --------------    ---------------
  Pro forma net income                                           $   2,284,000     $     3,199,000
                                                                   ==============    ===============
  
     Reconciliation of Net Income (Loss) Per Share as Reported to Pro Forma Net Income Per Share
  
  Diluted net loss per share, as reported                        $       (0.57)    $        (2.61)
  Cumulative effect of accounting change, net of income taxes               --               2.11
  Restructuring and related charges, net of income taxes                  0.77               0.78
  Effect of dilutive stock options                                       (0.01)             (0.01)
                                                                   --------------    ---------------
  Pro forma diluted net income per share                         $        0.19     $         0.27
                                                                   ==============    ===============
  
            Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
  
                                                                    November 2,        October 27,
                                                                       2003               2002
                                                                   --------------    ---------------
  Net cash provided by operating activities                     $   11,450,000     $   17,829,000
  Capital expenditures                                              (2,954,000)        (3,566,000)
  Payments on vendor-financed capital expenditures                  (1,254,000)          (247,000)
                                                                   --------------    ---------------
  Free cash flow                                                $    7,242,000     $   14,016,000
                                                                   ==============    ===============
  
  </TABLE>
  
  <PAGE>
  Exhibit 99(b)
  
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                      CONSOLIDATED STATEMENTS OF INCOME (LOSS)
   FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                                     (UNAUDITED)
                  (Amounts in Thousands, Except for Per Share Data)
  <TABLE>
  <CAPTION>
  
                                                                                         THREE MONTHS ENDED
                                                          ------------------------------------------------------------------------
                                                                  Amounts                                   Percent of Sales
                                                          ------------------------                  -----------------------------
                                                          November 2,   October 27,    % Over       November 2,     October 27,
                                                             2003          2002        (Under)         2003             2002
                                                          ----------   -----------  ------------    -------------   -------------
  <S>                                                 <C>                 <C>         <C>             <C>             <C>
  Net sales                                           $      82,731        83,740      (1.2)%          100.0 %         100.0 %
  Cost of sales                                              65,993        69,997      (5.7)%           79.8 %          83.6 %
                                                          ----------   -----------  ------------    -------------   -------------
            Gross profit                                     16,738        13,743      21.8 %           20.2 %          16.4 %
  
  Selling, general and
    administrative expenses                                  10,296         9,481       8.6 %           12.4 %          11.3 %
  Restructuring expense                                           0        13,360    (100.0)%            0.0 %          16.0 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income  (loss) from operations                    6,442        (9,098)    170.8 %            7.8 %         (10.9)%
  
  Interest expense                                            1,509         1,676     (10.0)%            1.8 %           2.0 %
  Interest income                                              (121)         (121)      0.0 %           (0.1)%          (0.1)%
  Other expense (income), net                                    62           242     (74.4)%            0.1 %           0.3 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income (loss) before income taxes                 4,992       (10,895)    145.8 %            6.0 %         (13.0)%
  
  Income taxes  *                                             1,846        (4,305)    142.9 %           37.0 %          39.5 %
                                                          ----------   -----------  ------------    -------------   -------------
  
            Net income (loss)                         $       3,146        (6,590)    147.7 %            3.8 %          (7.9)%
                                                          ==========   ===========  ============    =============   =============
  
  Net income (loss) per share-basic                           $0.27        ($0.57)    147.4 %
  Net income (loss) per share-diluted                         $0.27        ($0.57)    147.4 %
  Net income per share, diluted, excluding                    $0.27         $0.19      42.1 %
    restructuring and related charges (see
    proforma statement on page 7)
  Average shares outstanding-basic                           11,524        11,483       0.4 %
  Average shares outstanding-diluted                         11,774        11,483       2.5 %
  
  
  
                                                                                       SIX MONTHS ENDED
                                                          -------------------------------------------------------------------------
  
                                                                  Amounts                                   Percent of Sales
                                                          ------------------------                  -----------------------------
                                                          November 2,   October 27,    % Over       November 2,      October 27,
                                                             2003          2002        (Under)         2003             2002
                                                          ----------   -----------  ------------    -------------   -------------
  
  Net sales                                           $     156,407       169,748      (7.9)%          100.0 %         100.0 %
  Cost of sales                                             128,190       142,151      (9.8)%           82.0 %          83.7 %
                                                          ----------   -----------  ------------    -------------   -------------
            Gross profit                                     28,217        27,597       2.2 %           18.0 %          16.3 %
  
  Selling, general and
    administrative expenses                                  20,807        19,918       4.5 %           13.3 %          11.7 %
  Restructuring expense                                           0        13,360    (100.0)%            0.0 %           7.9 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income (loss) from operations                     7,410        (5,681)    230.3 %            4.7 %          (3.3)%
  
  Interest expense                                            3,006         3,579     (16.0)%            1.9 %           2.1 %
  Interest income                                              (243)         (271)    (10.3)%           (0.2)%          (0.2)%
  Other expense (income), net                                   307           453     (32.2)%            0.2 %           0.3 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income (loss) before income taxes                 4,340        (9,442)    146.0 %            2.8 %          (5.6)%
  
  Income taxes *                                              1,605        (3,767)    142.6 %           37.0 %          39.9 %
                                                          ----------   -----------  ------------    -------------   -------------
  Income (loss) before cumulative effect of
     accounting change                                        2,735        (5,675)    148.2 %            1.7 %          (3.3)%
                                                                                                    =============   =============
  
  Cumulative effect of accounting change, net
     of income taxes                                              0       (24,151)
                                                          ----------   -----------
  
            Net income (loss)                         $       2,735       (29,826)
                                                          ==========   ===========
  
  Basic income (loss) per share:
            Income (loss) before cumulative
            effect of accounting change               $        0.24         (0.50)    147.8 %
            Cumulative effect of accounting change             0.00         (2.11)   (100.0)%
                                                          ----------   -----------  ---------
            Net income (loss)                                  0.24         (2.61)    109.1 %
                                                          ==========   ===========  =========
  
  Diluted income (loss) per share:
            Income (loss) before cumulative effect of
            accounting change                         $        0.23         (0.50)    147.0 %
            Cumulative effect of accounting change             0.00         (2.11)   (100.0)%
                                                          ----------   -----------  ---------
            Net income (loss)                                  0.23         (2.61)    108.9 %
                                                          ==========   ===========  =========
  
  Net income per share, diluted, excluding                    $0.23         $0.27     (14.8)%
    restructuring and related charges and cumulative
    effect of accounting change (see proforma
    statement on page 8)
  Average shares outstanding-basic                           11,519        11,433       0.8 %
  Average shares outstanding-diluted                         11,718        11,433       2.5 %
  </TABLE>
  
   *   Percent of sales column for income taxes is calculated as a % of income
      (loss) before income taxes.
  <PAGE>
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                             CONSOLIDATED BALANCE SHEETS
                NOVEMBER 2, 2003, OCTOBER 27, 2002 AND APRIL 27, 2003
                                      UNAUDITED
                               (Amounts in Thousands)
  <TABLE>
  <CAPTION>
  
                                                              Amounts                      Increase
                                                ------------------------------------      (Decrease)
                                                  November 2,       October 27,   ---------------------------   * April 27,
                                                      2003             2002          Dollars       Percent          2003
                                                --------------    -------------   -----------   -------------   ------------
  <S>                                        <C>                     <C>          <C>            <C>               <C>
  Current assets
       Cash and cash equivalents             $         16,623           35,037      (18,414)       (52.6)%          14,355
       Short-term investments                          15,134                0       15,134        100.0 %          10,043
       Accounts receivable                             31,342           32,869       (1,527)        (4.6)%          32,259
       Inventories                                     53,848           54,571         (723)        (1.3)%          49,552
       Deferred income taxes                           12,303            9,447        2,856         30.2 %          12,303
       Other current assets                             3,211            6,497       (3,286)       (50.6)%           3,204
                                                --------------    -------------   -----------   -------------   ------------
                   Total current assets               132,461          138,421       (5,960)        (4.3)%         121,716
  
  Property, plant & equipment, net                     81,219           85,049       (3,830)        (4.5)%          84,962
  Goodwill                                              9,240            9,240            0          0.0 %           9,240
  Other assets                                          1,892            2,888         (996)       (34.5)%           2,235
                                                --------------    -------------   -----------   -------------   ------------
  
                   Total assets              $        224,812          235,598      (10,786)        (4.6)%         218,153
                                                ==============    =============   ===========   =============   ============
  
  
  
  Current liabilities
       Current maturities of long-term debt  $            539              462           77         16.7 %             500
       Accounts payable                                23,928           18,948        4,980         26.3 %          19,874
       Accrued expenses                                13,522           16,199       (2,677)       (16.5)%          14,071
       Accrued restructuring                            6,712           10,065       (3,353)       (33.3)%           7,743
       Income taxes payable                             1,578                0        1,578        100.0 %             349
                                                --------------    -------------   -----------   ----------      ------------
                   Total current liabilities           46,279           45,674          605          1.3 %          42,537
  
  Long-term debt                                       76,077           96,096      (20,019)       (20.8)%          76,000
  
  Deferred income taxes                                 3,851            3,502          349         10.0 %           3,851
                                                --------------    -------------   -----------   -------------   ------------
                   Total liabilities                  126,207          145,272      (19,065)       (13.1)%         122,388
  
  Shareholders' equity                                 98,605           90,326        8,279          9.2 %          95,765
                                                --------------    -------------   -----------   -------------   ------------
  
                   Total liabilities and
                   shareholders' equity      $        224,812          235,598      (10,786)        (4.6)%         218,153
                                                ==============    =============   ===========   =============   ============
  
  Shares outstanding                                   11,529           11,483           46          0.4 %          11,515
                                                ==============    =============   ===========   =============   ============
  
  </TABLE>
  
     * Derived from audited financial statements
  
  <PAGE>
  
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                                      Unaudited
                               (Amounts in Thousands)
  <TABLE>
  <CAPTION>
  
                                                                                       SIX MONTHS ENDED
                                                                                 ------------------------------
                                                                                            Amounts
                                                                                 ------------------------------
                                                                                 November 2,      October 27,
                                                                                     2003             2002
                                                                                 -------------    -------------
  <S>                                                                        <C>                  <C>
  Cash flows from operating activities:
         Net income (loss)                                                    $         2,735         (29,826)
         Adjustments to reconcile net income (loss) to net cash
            provided by operating activities:
                Cumulative effect of accounting change, net of income taxes                 0          24,151
                Depreciation                                                            6,883           7,139
                Amortization of other assets                                               91             219
                Stock-based compensation                                                  105             105
                Restructuring expense                                                       0          13,360
                Changes in assets and liabilities:
                    Accounts receivable                                                   917          10,497
                    Inventories                                                        (4,296)          3,328
                    Other current assets                                                   (7)         (2,504)
                    Other assets                                                          252            (202)
                    Accounts payable                                                    5,121          (6,894)
                    Accrued expenses                                                     (549)              2
                    Accrued restructuring expenses                                     (1,031)         (1,546)
                    Income taxes payable                                                1,229               0
                                                                                 -------------    -------------
                       Net cash provided by operating activities                       11,450          17,829
                                                                                 -------------    -------------
  
  Cash flows used in investing activities:
         Capital expenditures                                                          (2,954)         (3,566)
         Purchases of short-term investments                                           (5,147)              0
                                                                                 -------------    -------------
                       Net cash used in investing activities                           (8,101)         (3,566)
                                                                                 -------------    -------------
  
  Cash flows used in financing activities:
         Payments on vendor-financed capital expenditures                              (1,254)           (247)
         Proceeds from issuance of long-term debt                                         116               0
         Principal payments of long-term debt                                               0         (11,926)
         Proceeds from common stock issued                                                 57             954
                                                                                 -------------    -------------
                       Net cash used in financing activities                           (1,081)        (11,219)
                                                                                 -------------    -------------
  
  Increase in cash and cash equivalents                                                 2,268           3,044
  
  Cash and cash equivalents at beginning of period                                     14,355          31,993
                                                                                 -------------    -------------
  
  Cash and cash equivalents at end of period                                  $        16,623          35,037
                                                                                 =============    =============
  
  Free Cash Flow (1)                                                          $         7,242          14,016
                                                                                 =============    =============
  
  
  -------------------------------------------------------------------------------------------------------------
  
  (1)  Free Cash Flow reconciliation is as follows:                                 2nd QTR          2nd QTR
                                                                                    FY 2004          FY 2003
                                                                                 ------------------------------
  A)     Net cash provided by operating activities                                     11,450          17,829
  B)     Minus:  Capital Expenditures                                                  (2,954)         (3,566)
  C)     Minus:  Payments on vendor-financed capital expenditures                      (1,254)           (247)
                                                                                 -------------    -------------
                                                                                        7,242          14,016
                                                                                 =============    =============
  
  -------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  <PAGE>
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                                 FINANCIAL ANALYSIS
                                  NOVEMBER 2, 2003
  
  <TABLE>
  <CAPTION>
                                                    FISCAL 03                            FISCAL 04
                                                 ---------------     --------------------------------------------------
                                                       Q2                  Q1              Q2           Q3       Q4
                                                 ---------------     --------------------------------------------------
  <S>                                             <C>                <C>             <C>
  INVENTORIES
       Inventory turns                                   4.9                5.0             5.1
  
  RECEIVABLES
       Days sales in receivables                          36                 32              34
  
  WORKING CAPITAL
       Current ratio                                     3.0                3.1             2.9
       Operating working capital turnover (1)            4.8                5.1             5.3
       Operating working capital (1)                 $68,492            $54,854         $61,262
  
  PROPERTY, PLANT & EQUIPMENT
       Depreciation rate                                6.5%               6.2%            6.3%
       Percent property, plant &
         equipment are depreciated                     61.5%              62.3%           62.9%
       Capital expenditures                          $12,229 (2)         $1,875          $1,079
  
  LEVERAGE
       Total liabilities/equity                       160.8%             124.7%          128.0%
       Long-term debt/equity                          106.9%              80.3%           77.7%
       Long-term debt/capital employed                 51.7%              44.5%           43.7%
       Long-term debt                                $96,558            $76,551         $76,616
  
  OTHER
       Book value per share                            $7.87              $8.28           $8.55
       Employees at quarter end                        2,568              2,383           2,373
       Sales per employee (annualized)              $122,272           $121,628        $139,161
       Capital employed                             $186,884           $171,891        $175,221
  </TABLE>
  
    (1) Working capital for this calculation is accounts receivable, inventories
        and accounts payable
    (2) Expenditures for entire year
  
  
  <PAGE>
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                      SALES / GROSS PROFIT BY SEGMENT/DIVISION
      FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
  
                               (Amounts in thousands)
  <TABLE>
  <CAPTION>
                                                                                    THREE MONTHS ENDED (UNAUDITED)
                                                      ------------------------------------------------------------------------------
                                                               Amounts                                    Percent of Total Sales
                                                      ----------------------------                ----------------------------------
                                                      November 2,     October 27,     % Over        November 2,         October 27,
  Segment/Division Sales                                 2003             2002        (Under)          2003                2002
  ------------------------------------------------    -----------    ------------   -----------   ---------------    ---------------
  <S>                                              <C>                <C>          <C>                <C>                <C>
  Upholstery Fabrics
      Culp Decorative Fabrics                      $      30,821          33,904       (9.1)%            37.3 %             40.5 %
      Culp Velvets/Prints                                 23,484          23,330        0.7 %            28.4 %             27.9 %
      Culp Yarn                                            1,638           1,246       31.5 %             2.0 %              1.5 %
                                                      -----------    ------------   -----------   ---------------    ---------------
                                                          55,943          58,480       (4.3)%            67.6 %             69.8 %
  Mattress Ticking
       Culp Home Fashions                                 26,788          25,260        6.0 %            32.4 %             30.2 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
                                                   $      82,731          83,740       (1.2)%           100.0 %            100.0 %
                                                      ===========    ============   ===========   ===============    ===============
  
  
  Segment Gross Profit                                                                                    Gross Profit Margin
  ------------------------------------------------                                                ----------------------------------
  
  Upholstery Fabrics                               $      10,409           7,650       36.1 %            18.6 %             13.1 %
  
  Restructuring related charges                                0           1,160     (100.0)%             0.0 %              2.0 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  Pro forma Upholstery Fabrics gross profit (1)           10,409           8,810       18.1 %            18.6 %             15.1 %
  
  Mattress Ticking                                         6,329           6,093        3.9 %            23.6 %             24.1 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
  Pro forma gross profit                           $      16,738          14,903       12.3 %            20.2 %             17.8 %
                                                      ===========    ============   ===========   ===============    ===============
  
  
                                                                               SIX MONTHS ENDED (UNAUDITED)
                                                      ------------------------------------------------------------------------------
  
                                                              Amounts                                     Percent of Total Sales
                                                      ---------------------------                  ---------------------------------
                                                       November 2,    October 27,     % Over        November 2,          October 27,
  Segment/Division Sales                                  2003           2002         (Under)          2003                 2002
  ------------------------------------------------    -----------    ------------   -----------   ---------------    ---------------
  
  Upholstery Fabrics
      Culp Decorative Fabrics                      $      58,829          68,675      (14.3)%            37.6 %             40.5 %
      Culp Velvets/Prints                                 40,324          46,437      (13.2)%            25.8 %             27.4 %
      Culp Yarn                                            3,246           3,346       (3.0)%             2.1 %              2.0 %
                                                      -----------    ------------   -----------   ---------------    ---------------
                                                         102,399         118,458      (13.6)%            65.5 %             69.8 %
  Mattress Ticking
       Culp Home Fashions                                 54,008          51,290        5.3 %            34.5 %             30.2 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
                                                   $     156,407         169,748       (7.9)%           100.0 %            100.0 %
                                                      ===========    ============   ===========   ===============    ===============
  
  
  Segment Gross Profit                                                                                   Gross Profit Margin
  ------------------------------------------------                                                ----------------------------------
  
  Upholstery Fabrics                               $      15,816          15,651        1.1 %            15.4 %             13.2 %
  
  Restructuring related charges                                0           1,160     (100.0)%             0.0 %              1.0 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  Pro forma Upholstery Fabrics gross profit (1)           15,816          16,811       (5.9)%            15.4 %             14.2 %
  
  Mattress Ticking                                        12,401          11,946        3.8 %            23.0 %             23.3 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
  
  Pro forma gross profit                           $      28,217          28,757       (1.9)%            18.0 %             16.9 %
                                                      ===========    ============   ===========   ===============    ===============
  </TABLE>
  
  (1) Pro forma includes $1.2 million in  restructuring  related  charges from the
      shut down of the Chattanooga operation
  
  <PAGE>
  
  
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                       INTERNATIONAL SALES BY GEOGRAPHIC AREA
   FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
  
  
                               (Amounts in thousands)
  <TABLE>
  <CAPTION>
  
                                                THREE MONTHS ENDED (UNAUDITED)
                                             ---------------------------------------------
                                                        Amounts
                                             ------------------------------
                                              November 2,       October 27,      % Over
                 Geographic Area                2003              2002           (Under
  --------------------------------------     -------------   --------------    -----------
  <S>                                    <C>                    <C>            <C>
  North America (Excluding USA)          $          7,048            8,424       (16.3)%
  Far East & Asia                                   1,907            1,549        23.1 %
  All other areas                                     445            1,239       (64.1)%
                                             -------------   --------------    -----------
  
                                         $          9,400           11,211       (16.2)%
                                             =============   ==============    ===========
  
                 Percent of total sales             11.4%            13.4%
  
  
                                                     SIX MONTHS ENDED (UNAUDITED)
                                             ----------------------------------------------
  
                                                         Amounts
                                             -------------------------------
                                              November 2,       October 27,       % Over
                 Geographic Area                 2003              2002           (Under)
  ---------------------------------------    --------------   --------------    -----------
  North America (Excluding USA)           $        13,420           15,974       (16.0)%
  Far East & Asia                                   3,301            2,983        10.6 %
  All other areas                                     872            2,676       (67.4)%
                                             --------------   --------------    -----------
  
                                          $        17,593           21,634       (18.7)%
                                             ==============   ==============    ===========
  
                  Percent of total sales            11.2%            12.7%
  
  
  </TABLE>
  <PAGE>
  
                                     CULP, INC.
                  PROFORMA CONSOLIDATED STATEMENTS OF INCOME (LOSS)
          FOR THE THREE MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                  (Amounts in Thousands, Except for Per Share Data)
  <TABLE>
  <CAPTION>
  
                                                                              THREE MONTHS ENDED
                                           -------------------------------------------------------------------------------------------
  
                                           As Reported         As Reported                             October 27, 2002       Proforma
                                           November 2,  % of    October 27, % of                % of     Proforma Net   % of   % Over
                                               2003     Sales      2002     Sales  Adjustments  Sales   of Adjustments  Sales  (Under)
                                           ---------- -------- ---------- --------  ---------- -------   ----------- --------  -------
  <S>                                     <C>           <C>      <C>      <C>       <C>        <C>        <C>         <C>      <C>
  Net sales                              $    82,731   100.0%     83,740   100.0%          0                 83,740   100.0%     -1.2%
  Cost of sales                               65,993    79.8%     69,997    83.6%     (1,160)   -1.4% (3)    68,837    82.2%     -4.1%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
            Gross profit                      16,738    20.2%     13,743    16.4%     (1,160)   -1.4%        14,903    17.8%     12.3%
  
  Selling, general and
    administrative expenses                   10,296    12.4%      9,481    11.3%                             9,481    11.3%      8.6%
  Restructuring expense                            0     0.0%     13,360    16.0%    (13,360)  -16.0% (4)         0     0.0%      0.0%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
            Income (loss) from operations      6,442     7.8%     (9,098)  -10.9%    (14,520)  -17.3%         5,422     6.5%     18.8%
  
  Interest expense                             1,509     1.8%      1,676     2.0%          0     0.0%         1,676     2.0%    -10.0%
  Interest income                               (121)   -0.1%       (121)   -0.1%          0     0.0%          (121)   -0.1%      0.0%
  Other expense (income), net                     62     0.1%        242     0.3%          0     0.0%           242     0.3%    -74.4%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
            Income (loss) before
               income taxes                    4,992     6.0%    (10,895)  -13.0%    (14,520)  -17.3%         3,625     4.3%     37.7%
  
  Income taxes  (1)                            1,846    37.0%     (4,305)   39.5%     (5,646)   38.9%         1,341    37.0% (2) 37.6%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
  Net income (loss)                      $     3,146     3.8%     (6,590)   -7.9%     (8,874)  -10.6%         2,284     2.7%     37.8%
                                           ========== ======== ========== ========  ========== =======    =========== ========  ======
  
  Net income (loss) per share-basic            $0.27              ($0.57)             ($0.77)                 $0.20
  Net income (loss) per share-diluted          $0.27              ($0.57)             ($0.77)                 $0.19
  Average shares outstanding-basic            11,524              11,483              11,483                 11,483
  Average shares outstanding-diluted          11,774              11,483              11,483                 11,754 (5)
  </TABLE>
  
  Notes:
   (1)  Percent of net sales column for income taxes is calculated as a % of
        income (loss) before income taxes
   (2)  Pre-restructuring income tax rate was 37% for the second quarter of
        fiscal 2003.
   (3)  The $1.2 million represents restructuring related charges for inventory
        markdowns and movement of equipment related to the shut down of the
        Chattanooga operation
   (4)  The $13.4 million represents restructuring charges for the shut down of
        the Chattanooga operation, $12.1 million, and the additional write-down of
        wet printed assets held for sale, $1.3 million
   (5)  Incremental shares of 271,000 for fiscal 2003 included in fully diluted
        calculation
  
  
  <PAGE>
  
                                    CULP, INC.
                  PROFORMA CONSOLIDATED STATEMENTS OF INCOME (LOSS)
           FOR THE SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                  (Amounts in Thousands, Except for Per Share Data)
  <TABLE>
  <CAPTION>
  
                                                                              SIX MONTHS ENDED
                                            ------------------------------------------------------------------------------------------
                                           As Reported         As Reported                             October 27, 2002       Proforma
                                           November 2,  % of   October 27,  % of                % of     Proforma Net   % of   % Over
                                              2003      Sales      2002    Sales   Adjustments  Sales   of Adjustments  Sales  (Under)
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
  <S>                                     <C>           <C>      <C>      <C>       <C>        <C>        <C>         <C>      <C>
  Net sales                               $   156,407   100.0%    169,748  100.0%          0                169,748   100.0%     -7.9%
  Cost of sales                               128,190    82.0%    142,151   83.7%     (1,160)   -0.7% (3)   140,991    83.1%     -9.1%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
            Gross profit                       28,217    18.0%     27,597   16.3%     (1,160)   -0.7%        28,757    16.9%     -1.9%
  
  Selling, general and
    administrative expenses                    20,807    13.3%     19,918   11.7%                0.0%        19,918    11.7%      4.5%
  Restructuring expense                                   0.0%     13,360    7.9%    (13,360)   -7.9% (4)         0     0.0%      0.0%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
            Income  (loss) from operations      7,410     4.7%     (5,681)  -3.3%    (14,520)   -8.6%         8,839     5.2%    -16.2%
  
  Interest expense                              3,006     1.9%      3,579    2.1%          0     0.0%         3,579     2.1%    -16.0%
  Interest income                                (243)   -0.2%       (271)  -0.2%          0     0.0%          (271)   -0.2%    -10.3%
  Other expense (income), net                     307     0.2%        453    0.3%          0     0.0%           453     0.3%    -32.2%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
            Income (loss) before income
               taxes                            4,340     2.8%     (9,442)  -5.6%    (14,520)   -8.6%         5,078     3.0%    -14.5%
  
  Income taxes  (1)                             1,605    37.0%     (3,767)  39.9%     (5,646)   38.9%         1,879    37.0%(2) -14.6%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
  Income (loss) before cumulative effect
      of  accounting change               $     2,735     1.7%     (5,675)  -3.3%     (8,874)   -5.2%         3,199     1.9%    -14.5%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
  
  Cumulative effect of accounting change,
     net of income taxes                            0             (24,151)            24,151                      0
                                           -----------          ----------         -----------            ------------
  
          Net income (loss)                     2,735             (29,826)                                    3,199
                                           ===========          ==========                                ============
  
  Basic income (loss) per share:
          Income (loss) before
          cumulative effect of accounting
          change                          $      0.24               (0.50)            ($0.78)                  0.28
          Cumulative effect of accounting
          change                                 0.00               (2.11)              2.11                  (0.00)
                                           -----------          ----------                                ------------
          Net income (loss)                      0.24               (2.61)                                    $0.28
                                           ===========          ==========                                ============
  
  Diluted income (loss) per share:
          Income (loss) before cumulative
          effect of accounting change     $      0.23               (0.50)             (0.78)                  0.27
          Cumulative effect of accounting
          change                                 0.00               (2.11)              2.11                  (0.00)
                                           -----------          ----------                                ------------
          Net income (loss)                      0.23               (2.61)                                    $0.27
                                           ===========          ==========                                ============
  
  Average shares outstanding-basic             11,519              11,433             11,433                 11,433
  Average shares outstanding-diluted           11,718              11,433             11,433                 11,778 (5)
  
  </TABLE>
  
  Notes:
   (1)  Percent of net sales column for income taxes is calculated as a % of
        income (loss) before income taxes
   (2)  Pre-restructuring income tax rate was 37% for the first six months of
        fiscal 2003
   (3)  The $1.2 million represents restructuring related charges for inventory
        markdowns and movement of equipment related to the shut down of the
        Chattanooga operation
   (4)  The $13.4 million represents restructuring charges for the shut down of
        the Chattanooga operation, $12.1 million, and the additional write-down of
        wet printed assets held for sale, $1.3 million
   (5)  Incremental shares of 345,000 included in fully diluted calculation
  
  
  <PAGE>
  
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                                 FINANCIAL NARRATIVE
      for the three and six months ended November 2, 2003 and October 27, 2002
  
  
  
  
  OVERVIEW
  
  Highlights for the second quarter ended November 2, 2003, include:
  
  o Net income of $0.27 per share  diluted,  driven by profit  improvement  in the
    upholstery fabrics segment  and  continued  strength in the  mattress  ticking
    segment
  
  o Best year over year quarterly  sales  comparison in five quarters,  reflecting
    better overall industry demand
  
  o Cash, cash equivalents and short-term  investments  increased to $31.8 million
    from $24.4 million at the end of fiscal 2003, reflecting free cash flow of
    $7.2  million for the year to date period
  
  o Earnings  expectation  for the third  quarter of fiscal  2004 is net income of
    $0.13 to $0.17 per diluted share.
  
  
       GENERAL -- For the second quarter of fiscal 2004, net sales  decreased 1.2%
  to $82.7 million;  and the company  reported net income of $3.1 million or $0.27
  per share  diluted,  compared with a net loss of $6.6 million or $0.57 per share
  diluted  in the second  quarter  of fiscal  2003.  Excluding  restructuring  and
  related  charges,  earnings  for the  second  quarter  of fiscal  2003 were $2.3
  million or $0.19 per share diluted (see reconciliation on page 7). For the first
  six months of fiscal 2004, net sales decreased 7.9% to $156.4  million;  and the
  company reported net income of $2.7 million or $0.23 per share diluted, compared
  to a net loss of $29.8 million or $2.61 per share  diluted,  for the same period
  last year.  Excluding  restructuring  and related  charges,  and the  cumulative
  effect of  accounting  change,  earnings for the first six months of fiscal 2003
  were $3.2  million or $0.27 per share  diluted (see  reconciliation  on page 8).
  Year-  to-date  for fiscal 2004  included 27 weeks  versus 26 weeks for the same
  period of fiscal 2003.
  
  
  INCOME STATEMENT COMMENTS
  
     UPHOLSTERY FABRICS SEGMENT (See page 5 - Sales and Gross Profit by Segment)
  
       Net Sales -- Upholstery  fabric sales for the second quarter of fiscal 2004
  decreased  4.3% to $55.9 million when  compared to the second  quarter of fiscal
  2003,   reflecting   growth   quarter  over  quarter  in  the   segment's   Culp
  Velvets/Prints  (CVP) division and better overall residential  furniture demand.
  The 4.3% decline is a  substantial  improvement  over the 22.5%  decrease in the
  first  quarter of fiscal 2004 and the 17.2%  decrease  in the fourth  quarter of
  fiscal 2003.
  
  Upholstery  fabric yards sold during the second quarter were 13.1 million versus
  14.1 million in the second  quarter of fiscal  2003, a decline of 7.1%.  Average
  selling price was $4.13 for the second  quarter  compared with $4.05 in the same
  quarter of last year, an increase of 2.0%,  due to higher  selling prices in the
  Culp Decorative Fabrics (CDF) division.
  
       Gross  Profit -- Gross  profit  for the second  quarter of fiscal  2004 was
  $10.4 million,  or 18.6%, versus $7.7 million, or 13.1%, for the same quarter of
  last year. Excluding  restructuring related charges of $1.2 million,  which were
  included in cost of sales in last year's second  quarter,  gross profit  dollars
  and margins  were $8.8  million and 15.1%,  respectively.  The increase in gross
  profit  and  margins   reflects  higher   capacity   utilization  and  gains  in
  manufacturing operating efficiencies within the CDF division.
  
       China  Operations  -- The  start up of the  company's  China  operation  is
  generally  proceeding in accordance with previously  announced  plans,  although
  delays of one to two months were  experienced  in receiving  some  manufacturing
  equipment.  The equipment has been received,  and installation is expected to be
  completed  within two months.  During the third quarter,  the company expects to
  begin incoming  fabric  inspection and testing,  and to start shipping fabric to
  customers.  Limited finishing  operations are anticipated to begin in the fourth
  quarter of this fiscal year.  As expected,  the company is  experiencing  modest
  operating  losses in its China  operation  during  the start up phase,  which is
  expected to be completed by the end of this fiscal year,  although some level of
  operating  losses from the China  operation  is expected to continue  until some
  time in fiscal 2005.
  
  
    MATTRESS TICKING SEGMENT (See page 5 - Sales and Gross Profit by Segment)
  
       Net Sales -- Mattress  ticking sales for the second  quarter of fiscal 2004
  increased 6.0% to $26.8  million,  due to better  industry  demand and continued
  market  share gains with key  customers.  The sales gain in this segment for the
  fiscal  year to date (5.3%) is  especially  noteworthy  because it is  occurring
  during the bedding  industry's  transition  to selling  predominately  one-sided
  mattresses,   which  utilizes  about  one-third  less  mattress  ticking.   This
  transition  at retail began in mid to late calendar year 2002 and is expected to
  continue through early calendar year 2005.
  
  Mattress  ticking yards sold during the second  quarter of fiscal 2004 were 10.9
  million compared with 10.1 million yards in the second quarter of last year. The
  average selling price was $2.43 for the second quarter, compared to $2.48 in the
  same quarter last year.  The slight  decrease  from last year's same quarter and
  the first quarter of this year is due to product mix and a higher  concentration
  of closeout sales this quarter.
  
       Gross Profit -- For the second quarter of fiscal 2004, the mattress ticking
  segment  reported  gross  profit  dollars and margins of $6.3 million and 23.6%,
  respectively,  compared  with $6.1 million and 24.1% for the same period of last
  year.
  
  
       SG&A  EXPENSES  -- SG&A  expenses of $10.3  million for the second  quarter
  increased  approximately  $800,000,  or 8.6%,  from the prior year amount.  As a
  percent of net sales,  SG&A expenses  increased to 12.4% from 11.3% the previous
  year. SG&A expenses in the second quarter included higher  professional fees and
  higher bad debt  expense.  In the second  quarter of fiscal 2003,  SG&A expenses
  included a credit to bad debt expense resulting from a net reduction of $424,000
  in the allowance for doubtful accounts, due to a reduction in past due balances.
  Bad debt expense in the second quarter of fiscal 2004 was $122,000.
  
       INTEREST  EXPENSE AND  INTEREST  INCOME -- Interest  expense for the second
  quarter  declined to $1.5 million  from $1.7  million the  previous  year due to
  lower borrowings outstanding. Interest income of $121,000 was unchanged from the
  previous year. The effect on interest income earned of a higher average invested
  cash balance for fiscal 2004 was offset by lower interest rates earned in fiscal
  2004 as compared to the same period last year.
  
       OTHER  EXPENSE  -- Other  expense  for the second  quarter  of fiscal  2004
  totaled  $62,000  compared  with  $242,000 in the prior year.  The  decrease was
  principally due to 1) lower  amortization  expense related to reduced amounts of
  debt issue costs and 2) lower fees  associated with foreign  currency  contracts
  for  inventory  purchases,  offset  somewhat by 3) the  unfavorable  impact of a
  higher Canadian exchange rate.
  
        INCOME TAXES -- The  effective  tax rate (taxes as a  percentage of pretax
  income  (loss)) for the first six months of fiscal 2004 was 37%,  compared  with
  39.9% for the first six months of fiscal  2003.  The  higher  rate for the prior
  year period reflects the increased tax benefits related to the company's loss in
  the U.S.  resulting  from  the  restructuring  charges  recorded  in the  second
  quarter.  Excluding the cumulative effect of accounting change and restructuring
  and related  charges,  the  effective tax rate for the first half of fiscal 2003
  was 37%.
  
  
  BALANCE SHEET COMMENTS
  
       CASH, CASH EQUIVALENTS AND SHORT-TERM  INVESTMENTS - Cash, cash equivalents
  and  short-term  investments  as of November 2, 2003  increased to $31.8 million
  from $24.4 million at the end of fiscal 2003,  reflecting free cash flow of $7.2
  million  for the first six months of fiscal  2004 (see  discussion  of free cash
  flow below).
  
       WORKING  CAPITAL -- Accounts  receivable  as of November 2, 2003  decreased
  4.6% from the year-earlier  level,  principally due to an increase in the number
  of customers  taking the cash  discount for shorter  payment  terms.  Days sales
  outstanding  totaled 34 days at  November 2, 2003  compared  with 36 a year ago.
  Inventories at the close of the second  quarter  decreased 1.3% from a year ago.
  Inventory turns for the second quarter were 5.1 versus 4.9 for the  year-earlier
  period. Operating working capital (comprised of accounts receivable, inventories
  and  accounts  payable) was $61.3  million at November 2, 2003,  down from $68.5
  million a year ago.
  
       PROPERTY,  PLANT AND EQUIPMENT -- Capital spending for the first six months
  of fiscal 2004 was $3.0 million.  Depreciation is estimated at $14.0 million for
  the full fiscal year,  which is unchanged  from the  previous  year.  For fiscal
  2004, the company's capital  expenditure  budget is $8.0 million,  of which $3.0
  million is related  to the  company's  China  operations.  The China  investment
  includes manufacturing equipment and leasehold improvements.
  
       INTANGIBLE  ASSETS -- As of November 2, 2003,  $9.2  million in goodwill is
  the company's only intangible asset.
  
       LONG-TERM  DEBT - All of the company's  remaining  $76.6 million in debt is
  unsecured  and is comprised of a $75 million  term loan,  with a fixed  interest
  rate of  7.76%,  and a $1.6  million,  non-interest  bearing  term loan with the
  Canadian  government.  Additionally,  the company has a $15.0 million  revolving
  credit line with a bank, of which no balance is outstanding at November 2, 2003.
  The bank  agreement  expires  in August,  2004.  The first  scheduled  principal
  payment  on the $75  million  term loan is due March 2006 in the amount of $11.0
  million.  The  Canadian  government  loan is repaid in  annual  installments  of
  approximately $500,000 per year.
  
       The company's long-term debt to capital ratio was 43.7% compared with 51.7%
  for the same period last year. The company was in compliance  with all financial
  covenants in its loan agreements as of November 2, 2003.
  
  
  FREE CASH FLOW COMMENTS
  
       Free cash  flow (see  reconciliation  on page 3 of this  release)  was $7.2
  million for the first six months of fiscal 2004, compared with $14.0 million for
  the same period last year.  This  decrease  is  primarily  due to less cash flow
  generated from working capital.  For fiscal 2004, the company believes free cash
  flow will be substantially  less than fiscal 2003 primarily  because the company
  does not expect the continued significant reduction in working capital reflected
  in each of the previous three years.  In addition,  the company will have higher
  payments on vendor-financed capital expenditures.
  
  
  BUSINESS OUTLOOK
  
       While  the  overall  residential  furniture  and  bedding  industry  demand
  improved during the second quarter, as expected,  there still does not appear to
  be a sustainable trend in incoming business, particularly in upholstery fabrics.
  Therefore,  the company expects that third quarter sales will decrease  slightly
  from the same quarter of last year.  Mattress ticking segment sales are expected
  to increase in the third quarter,  although at a lower rate than the 6.0% growth
  in the second quarter.  Upholstery  fabric segment sales are expected to decline
  from the same  quarter of last year at a higher rate than the 4.3% in the second
  quarter,  due  primarily to softness in incoming  orders of the  segment's  Culp
  Decorative  Fabrics' (CDF) division.  With these sales expectations and industry
  outlook, the company expects to report net income in the range of $0.13 to $0.17
  per  diluted  share,  with  actual  results  depending  upon the level of demand
  throughout the quarter.
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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) November 24, 2003
  
                                     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)
                                   (336) 889-5161
                (Registrant's telephone number, including area code)
  
             -----------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  --------------------------------------------------------------------------------
  INDEX
                                        -----
  
                                                                          Page
  Item 7 -  Exhibits                                                        3
  Item 12 - Results of Operations and Financial Condition                   3
  Signature                                                                 4
  Exhibits
  Item 7 -- Exhibits
  
      99(a)  News Release dated November 24, 2003
  
      99(b)  Financial Information Release dated November 24, 2003
  
      Item 12 -- Results of Operations and Financial Condition
  
  On November 24, 2003,  Culp,  Inc. (the  "Registrant")  issued a news release to
  announce its financial  results for the quarter ended November 2, 2003. The news
  release is attached hereto as Exhibit 99(a).
  
  Also on November  24,  2003,  the  Registrant  released a Financial  Information
  Release containing  additional  financial  information and disclosures about the
  Registrant's  second  quarter  ended  November  2, 2003.  The news  release  and
  financial  information  release  contain  disclosures  about free cash  flow,  a
  non-GAAP   performance   measure,   that  management  believes  provides  useful
  information to investors  because it measures the company's  available cash flow
  for potential debt  repayment,  stock  repurchases  and additions to cash,  cash
  equivalents  and  short-term  investments.  In  addition,  the news  release and
  financial information release contain proforma income statements which reconcile
  the  reported   income   statements   with  proforma   results,   which  exclude
  restructuring  and related charges and cumulative  effect of accounting  change.
  The company has included this proforma  information in order to show operational
  performance excluding the effects of restructuring charges.
  
  Forward  Looking  Information.  This  Report and the  exhibits  attached  hereto
  contain  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:     Franklin N. Saxon
                                              ----------------------------
                                              Executive Vice President and
                                              Chief Financial Officer
  
  Dated:  November 24, 2003
          -----------------
  Exhibit 99(a)
  
                                            NEWS RELEASE
  
  Investor Contact: Kathy J. Hardy          Media Contact:  Kenneth M. Ludwig
                    Corporate Secretary                     Senior Vice President,
                    336-888-6209                            Human Resources
                                                            336-889-5161
  
                  CULP ANNOUNCES SECOND QUARTER FISCAL 2004 RESULTS
  
  HIGH POINT,  N.C.  (November 24, 2003) - Culp, Inc.  (NYSE:  CFI) today reported
  financial  and  operating  results for the fiscal  2004  second  quarter and six
  months ended November 2, 2003. Highlights for the second quarter include:
  
  o Net income of $0.27 per diluted  share,  driven by profit  improvement  in the
    upholstery fabrics  segment  and continued  strength in the  mattress  ticking
    segment
  
  o Best  year-over-year  quarterly sales comparison in five quarters,  reflecting
    better overall industry demand
  
  o Cash, cash equivalents and short-term  investments  increased to $31.8 million
    from $24.4 million  at the end of fiscal 2003,  reflecting free cash  flow of
    $7.2 million for the year to date period
  
  o Earnings  expectation  for the third  quarter of fiscal  2004 is net income of
    $0.13 to $0.17 per diluted share
  
  For the three  months  ended  November  2, 2003,  net sales  were $82.7  million
  compared with $83.7 million a year ago. The company  reported net income of $3.1
  million,  or $0.27 per  diluted  share,  for the second  quarter of fiscal  2004
  compared with a net loss of $6.6 million,  or $0.57 per diluted  share,  for the
  second quarter of fiscal 2003, including  restructuring and related charges. The
  financial  results for the second  quarter of last year include a total of $14.5
  million in  restructuring  and related  charges.  Excluding  these charges,  net
  income for the second  fiscal  quarter  of 2003 was $2.3  million,  or $0.19 per
  diluted  share.  (A  reconciliation  to the net  income and  earnings  per share
  calculations for fiscal 2003 periods is set forth on Page 4.)
  
  For the six months  ended  November 2, 2003,  the company  reported net sales of
  $156.4 million, compared with $169.7 million for the same period a year ago. The
  first six months of fiscal 2004  included 27 weeks  versus 26 weeks for the same
  period of fiscal  2003.  Net income for the first six months of fiscal  2004 was
  $2.7 million, or $0.23 per diluted share.  Including  restructuring  charges and
  the cumulative effect of accounting  change, the company reported a net loss for
  the first  six  months of fiscal  2003 of $29.8  million,  or $2.61 per  diluted
  share. Excluding  restructuring and related charges and the cumulative effect of
  accounting  change,  net income for the first six months of fiscal 2003 was $3.2
  million, or $0.27 per diluted share.
  
  "As previously  announced,  our results for the second fiscal quarter  primarily
  reflect   better-than-expected  demand  for  upholstery  fabrics  and  continued
  strength in mattress  ticking,"  commented Robert G. Culp, III,  chairman of the
  board and chief  executive  officer of Culp,  Inc. "In  addition,  our financial
  performance  reflects the higher capacity utilization and gains in manufacturing
  efficiencies  associated  with  recent  restructuring   initiatives  within  the
  upholstery fabrics segment. We are pleased with the overall tone of our business
  for the second quarter,  although there is still considerable  uncertainty about
  the immediate  trend in demand for upholstery  fabrics.  However,  as our latest
  sales volumes and  profitability  have  indicated,  we believe that Culp is well
  positioned to capitalize on even a modest recovery.
  
  "As  expected,  the mattress  ticking  segment  continued to  strengthen  as the
  bedding  industry has enjoyed a steady increase in sales through the fall," said
  Culp.  "Mattress  ticking  sales were $26.8  million  for the second  quarter of
  fiscal 2004, a 6.0 percent  increase  compared  with $25.3 million in the second
  quarter of fiscal 2003. In the upholstery  fabrics  segment,  net sales declined
  4.3 percent for the second  quarter of fiscal 2004 compared with the same period
  a year ago. This is a marked  improvement  over the 22.5 percent  year-over-year
  decline in sales for the previous quarter, and represents the smallest quarterly
  sales  decline since the first  quarter of fiscal 2003.  However,  even with the
  better trends this quarter,  our upholstery fabric sales continue to be affected
  by the growing  consumer  preference  for leather  furniture  and an increase in
  imported fabrics.
  
  "One of Culp's  important  financial  goals is to  maximize  free cash flow.  We
  generated  sufficient  cash from  operations  through  the  first six  months to
  increase our cash, cash equivalents and short-term  investments to $31.8 million
  at the close of the second fiscal quarter,  up significantly  from $24.4 million
  at the end of fiscal  2003.  As a result of our  focused  efforts  to  carefully
  manage our working capital and maintain a strong balance sheet, Culp's long-term
  debt of $76.6  million at the close of the quarter was down $20.0 million from a
  year ago. Additionally,  we have a healthy debt-to-capital ratio of 43.7 percent
  compared with 51.7 percent a year ago."
  
  Commenting on the business outlook, Culp added, "Looking ahead, the third fiscal
  quarter  is not  typically  the  strongest  period of the year for our  business
  because of scheduled  holiday  plant  closings.  While we  experienced  a modest
  pick-up in demand this  quarter,  we do not expect to sustain  this  momentum in
  incoming business.  With some softness in incoming orders for upholstery fabrics
  and the expected seasonal slowdown, we anticipate our consolidated sales for the
  third fiscal  quarter will decrease  moderately  over last year's  level.  While
  mattress ticking segment sales are expected to continue to increase,  we believe
  the gain will be less than the 6.0 percent  increase  this  quarter.  Upholstery
  fabric  segment  sales are  expected  to decline  at a higher  rate than the 4.3
  percent drop this  quarter.  Based on these sales  expectations  and the current
  industry outlook,  we expect to report net income in the range of $0.13 to $0.17
  per share diluted, with the actual results depending primarily upon the level of
  demand  throughout  the  quarter.  We believe the  results for the past  quarter
  demonstrate  the inherent  strength of our operations and our ability to execute
  in  an  unpredictable  environment.  We  are  proving  the  value  of  our  2003
  restructuring  initiatives to enhance productivity and lower operating expenses,
  and expect to benefit further from these actions throughout fiscal 2004."
  
  Culp,  Inc. is one of the world's  largest  marketers of upholstery  fabrics for
  furniture  and is a leading  marketer  of  mattress  ticking  for  bedding.  The
  company's  fabrics are used  principally in the  production of  residential  and
  commercial furniture and bedding products.
  
  This release contain 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.
  CULP, INC.
                                   Condensed Financial Highlights
  Three Months Ended
                                                                   ---------------------------------
                                                                     November 2,       October 27,
                                                                        2003              2002
                                                                   --------------    ---------------
  Net sales                                                        $   82,731,000    $   83,740,000
  Net income (loss)                                                $    3,146,000    $   (6,590,000)
  Basic and diluted net income (loss) per share                    $         0.27    $        (0.57)
  Net income per share, diluted, excluding restructuring and
     related charges*                                              $         0.27    $         0.19
  Average shares outstanding:
     Basic                                                             11,524,000        11,483,000
     Diluted                                                           11,774,000        11,483,000
  
                                                                           Six Months Ended
                                                                   ---------------------------------
                                                                     November 2,       October 27,
                                                                        2003              2002
                                                                   --------------    ---------------
  Net sales                                                        $  156,407,000    $  169,748,000
  Income (loss) before cumulative effect of accounting change           2,735,000        (5,675,000)
  Cumulative effect of accounting change, net of income taxes                  --       (24,151,000)
                                                                   --------------    ---------------
  Net income (loss)                                                $    2,735,000    $  (29,826,000)
                                                                   ==============    ===============
  Basic income (loss) per share:
     Income (loss) before cumulative effect of accounting change   $         0.24    $        (0.50)
     Cumulative effect of accounting change                                    --             (2.11)
                                                                   --------------    ---------------
     Net income (loss)                                             $         0.24    $        (2.61)
                                                                   ==============    ===============
  Diluted income (loss) per share:
     Income (loss) before cumulative effect of accounting change   $         0.23    $        (0.50)
     Cumulative effect of accounting change                                    --             (2.11)
                                                                   --------------    ---------------
     Net income (loss)                                             $         0.23    $        (2.61)
                                                                   ==============    ===============
  Net income per share, diluted, excluding restructuring and
     related charges, and cumulative effect of accounting change** $         0.23    $         0.27
  
  Average shares outstanding:
     Basic                                                             11,519,000        11,433,000
     Diluted                                                           11,718,000        11,433,000
  * Excludes  restructuring  and related charges of $14.5 million ($8.9 million or
    $0.77 per share diluted after taxes) for the second quarter of fiscal 2003.
  
  ** Excludes  cumulative  effect of accounting  change,  net of income taxes,  of
     $24.2  million ($2.11 per share  diluted) for the first half of fiscal  2003.
     Excludes restructuring and related charges of $14.5  million ($8.9 million or
     $0.78 per share diluted, after taxes) for the first half of fiscal 2003.
  CULP, INC.
  
       Reconciliation of Net Income (Loss) as Reported to Pro Forma Net Income
  Three Months          Six Months
                                                                      Ended               Ended
                                                                   October 27,          October 27,
                                                                      2002                 2002
                                                                   --------------    ---------------
  Net loss, as reported                                          $  (6,590,000)    $   (29,826,000)
  Cumulative effect of accounting change, net of income taxes               --          24,151,000
  Restructuring and related charges, net of income taxes             8,874,000           8,874,000
                                                                   --------------    ---------------
  Pro forma net income                                           $   2,284,000     $     3,199,000
                                                                   ==============    ===============
  
     Reconciliation of Net Income (Loss) Per Share as Reported to Pro Forma Net Income Per Share
  
  Diluted net loss per share, as reported                        $       (0.57)    $        (2.61)
  Cumulative effect of accounting change, net of income taxes               --               2.11
  Restructuring and related charges, net of income taxes                  0.77               0.78
  Effect of dilutive stock options                                       (0.01)             (0.01)
                                                                   --------------    ---------------
  Pro forma diluted net income per share                         $        0.19     $         0.27
                                                                   ==============    ===============
  
            Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
  
                                                                    November 2,        October 27,
                                                                       2003               2002
                                                                   --------------    ---------------
  Net cash provided by operating activities                     $   11,450,000     $   17,829,000
  Capital expenditures                                              (2,954,000)        (3,566,000)
  Payments on vendor-financed capital expenditures                  (1,254,000)          (247,000)
                                                                   --------------    ---------------
  Free cash flow                                                $    7,242,000     $   14,016,000
                                                                   ==============    ===============
  Exhibit 99(b)
  
                      CULP, INC. FINANCIAL INFORMATION RELEASE
                      CONSOLIDATED STATEMENTS OF INCOME (LOSS)
   FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                                     (UNAUDITED)
                  (Amounts in Thousands, Except for Per Share Data)
  THREE MONTHS ENDED
                                                          ------------------------------------------------------------------------
                                                                  Amounts                                   Percent of Sales
                                                          ------------------------                  -----------------------------
                                                          November 2,   October 27,    % Over       November 2,     October 27,
                                                             2003          2002        (Under)         2003             2002
                                                          ----------   -----------  ------------    -------------   -------------
  Net sales                                           $      82,731        83,740      (1.2)%          100.0 %         100.0 %
  Cost of sales                                              65,993        69,997      (5.7)%           79.8 %          83.6 %
                                                          ----------   -----------  ------------    -------------   -------------
            Gross profit                                     16,738        13,743      21.8 %           20.2 %          16.4 %
  
  Selling, general and
    administrative expenses                                  10,296         9,481       8.6 %           12.4 %          11.3 %
  Restructuring expense                                           0        13,360    (100.0)%            0.0 %          16.0 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income  (loss) from operations                    6,442        (9,098)    170.8 %            7.8 %         (10.9)%
  
  Interest expense                                            1,509         1,676     (10.0)%            1.8 %           2.0 %
  Interest income                                              (121)         (121)      0.0 %           (0.1)%          (0.1)%
  Other expense (income), net                                    62           242     (74.4)%            0.1 %           0.3 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income (loss) before income taxes                 4,992       (10,895)    145.8 %            6.0 %         (13.0)%
  
  Income taxes  *                                             1,846        (4,305)    142.9 %           37.0 %          39.5 %
                                                          ----------   -----------  ------------    -------------   -------------
  
            Net income (loss)                         $       3,146        (6,590)    147.7 %            3.8 %          (7.9)%
                                                          ==========   ===========  ============    =============   =============
  
  Net income (loss) per share-basic                           $0.27        ($0.57)    147.4 %
  Net income (loss) per share-diluted                         $0.27        ($0.57)    147.4 %
  Net income per share, diluted, excluding                    $0.27         $0.19      42.1 %
    restructuring and related charges (see
    proforma statement on page 7)
  Average shares outstanding-basic                           11,524        11,483       0.4 %
  Average shares outstanding-diluted                         11,774        11,483       2.5 %
  
                                                                                       SIX MONTHS ENDED
                                                          -------------------------------------------------------------------------
  
                                                                  Amounts                                   Percent of Sales
                                                          ------------------------                  -----------------------------
                                                          November 2,   October 27,    % Over       November 2,      October 27,
                                                             2003          2002        (Under)         2003             2002
                                                          ----------   -----------  ------------    -------------   -------------
  
  Net sales                                           $     156,407       169,748      (7.9)%          100.0 %         100.0 %
  Cost of sales                                             128,190       142,151      (9.8)%           82.0 %          83.7 %
                                                          ----------   -----------  ------------    -------------   -------------
            Gross profit                                     28,217        27,597       2.2 %           18.0 %          16.3 %
  
  Selling, general and
    administrative expenses                                  20,807        19,918       4.5 %           13.3 %          11.7 %
  Restructuring expense                                           0        13,360    (100.0)%            0.0 %           7.9 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income (loss) from operations                     7,410        (5,681)    230.3 %            4.7 %          (3.3)%
  
  Interest expense                                            3,006         3,579     (16.0)%            1.9 %           2.1 %
  Interest income                                              (243)         (271)    (10.3)%           (0.2)%          (0.2)%
  Other expense (income), net                                   307           453     (32.2)%            0.2 %           0.3 %
                                                          ----------   -----------  ------------    -------------   -------------
            Income (loss) before income taxes                 4,340        (9,442)    146.0 %            2.8 %          (5.6)%
  
  Income taxes *                                              1,605        (3,767)    142.6 %           37.0 %          39.9 %
                                                          ----------   -----------  ------------    -------------   -------------
  Income (loss) before cumulative effect of
     accounting change                                        2,735        (5,675)    148.2 %            1.7 %          (3.3)%
                                                                                                    =============   =============
  
  Cumulative effect of accounting change, net
     of income taxes                                              0       (24,151)
                                                          ----------   -----------
  
            Net income (loss)                         $       2,735       (29,826)
                                                          ==========   ===========
  
  Basic income (loss) per share:
            Income (loss) before cumulative
            effect of accounting change               $        0.24         (0.50)    147.8 %
            Cumulative effect of accounting change             0.00         (2.11)   (100.0)%
                                                          ----------   -----------  ---------
            Net income (loss)                                  0.24         (2.61)    109.1 %
                                                          ==========   ===========  =========
  
  Diluted income (loss) per share:
            Income (loss) before cumulative effect of
            accounting change                         $        0.23         (0.50)    147.0 %
            Cumulative effect of accounting change             0.00         (2.11)   (100.0)%
                                                          ----------   -----------  ---------
            Net income (loss)                                  0.23         (2.61)    108.9 %
                                                          ==========   ===========  =========
  
  Net income per share, diluted, excluding                    $0.23         $0.27     (14.8)%
    restructuring and related charges and cumulative
    effect of accounting change (see proforma
    statement on page 8)
  Average shares outstanding-basic                           11,519        11,433       0.8 %
  Average shares outstanding-diluted                         11,718        11,433       2.5 %
  *   Percent of sales column for income taxes is calculated as a % of income
      (loss) before income taxes.
  CULP, INC. FINANCIAL INFORMATION RELEASE
                             CONSOLIDATED BALANCE SHEETS
                NOVEMBER 2, 2003, OCTOBER 27, 2002 AND APRIL 27, 2003
                                      UNAUDITED
                               (Amounts in Thousands)
  Amounts                      Increase
                                                ------------------------------------      (Decrease)
                                                  November 2,       October 27,   ---------------------------   * April 27,
                                                      2003             2002          Dollars       Percent          2003
                                                --------------    -------------   -----------   -------------   ------------
  Current assets
       Cash and cash equivalents             $         16,623           35,037      (18,414)       (52.6)%          14,355
       Short-term investments                          15,134                0       15,134        100.0 %          10,043
       Accounts receivable                             31,342           32,869       (1,527)        (4.6)%          32,259
       Inventories                                     53,848           54,571         (723)        (1.3)%          49,552
       Deferred income taxes                           12,303            9,447        2,856         30.2 %          12,303
       Other current assets                             3,211            6,497       (3,286)       (50.6)%           3,204
                                                --------------    -------------   -----------   -------------   ------------
                   Total current assets               132,461          138,421       (5,960)        (4.3)%         121,716
  
  Property, plant & equipment, net                     81,219           85,049       (3,830)        (4.5)%          84,962
  Goodwill                                              9,240            9,240            0          0.0 %           9,240
  Other assets                                          1,892            2,888         (996)       (34.5)%           2,235
                                                --------------    -------------   -----------   -------------   ------------
  
                   Total assets              $        224,812          235,598      (10,786)        (4.6)%         218,153
                                                ==============    =============   ===========   =============   ============
  
  Current liabilities
       Current maturities of long-term debt  $            539              462           77         16.7 %             500
       Accounts payable                                23,928           18,948        4,980         26.3 %          19,874
       Accrued expenses                                13,522           16,199       (2,677)       (16.5)%          14,071
       Accrued restructuring                            6,712           10,065       (3,353)       (33.3)%           7,743
       Income taxes payable                             1,578                0        1,578        100.0 %             349
                                                --------------    -------------   -----------   ----------      ------------
                   Total current liabilities           46,279           45,674          605          1.3 %          42,537
  
  Long-term debt                                       76,077           96,096      (20,019)       (20.8)%          76,000
  
  Deferred income taxes                                 3,851            3,502          349         10.0 %           3,851
                                                --------------    -------------   -----------   -------------   ------------
                   Total liabilities                  126,207          145,272      (19,065)       (13.1)%         122,388
  
  Shareholders' equity                                 98,605           90,326        8,279          9.2 %          95,765
                                                --------------    -------------   -----------   -------------   ------------
  
                   Total liabilities and
                   shareholders' equity      $        224,812          235,598      (10,786)        (4.6)%         218,153
                                                ==============    =============   ===========   =============   ============
  
  Shares outstanding                                   11,529           11,483           46          0.4 %          11,515
                                                ==============    =============   ===========   =============   ============
  * Derived from audited financial statements
  CULP, INC. FINANCIAL INFORMATION RELEASE
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                                      Unaudited
                               (Amounts in Thousands)
  SIX MONTHS ENDED
                                                                                 ------------------------------
                                                                                            Amounts
                                                                                 ------------------------------
                                                                                 November 2,      October 27,
                                                                                     2003             2002
                                                                                 -------------    -------------
  Cash flows from operating activities:
         Net income (loss)                                                    $         2,735         (29,826)
         Adjustments to reconcile net income (loss) to net cash
            provided by operating activities:
                Cumulative effect of accounting change, net of income taxes                 0          24,151
                Depreciation                                                            6,883           7,139
                Amortization of other assets                                               91             219
                Stock-based compensation                                                  105             105
                Restructuring expense                                                       0          13,360
                Changes in assets and liabilities:
                    Accounts receivable                                                   917          10,497
                    Inventories                                                        (4,296)          3,328
                    Other current assets                                                   (7)         (2,504)
                    Other assets                                                          252            (202)
                    Accounts payable                                                    5,121          (6,894)
                    Accrued expenses                                                     (549)              2
                    Accrued restructuring expenses                                     (1,031)         (1,546)
                    Income taxes payable                                                1,229               0
                                                                                 -------------    -------------
                       Net cash provided by operating activities                       11,450          17,829
                                                                                 -------------    -------------
  
  Cash flows used in investing activities:
         Capital expenditures                                                          (2,954)         (3,566)
         Purchases of short-term investments                                           (5,147)              0
                                                                                 -------------    -------------
                       Net cash used in investing activities                           (8,101)         (3,566)
                                                                                 -------------    -------------
  
  Cash flows used in financing activities:
         Payments on vendor-financed capital expenditures                              (1,254)           (247)
         Proceeds from issuance of long-term debt                                         116               0
         Principal payments of long-term debt                                               0         (11,926)
         Proceeds from common stock issued                                                 57             954
                                                                                 -------------    -------------
                       Net cash used in financing activities                           (1,081)        (11,219)
                                                                                 -------------    -------------
  
  Increase in cash and cash equivalents                                                 2,268           3,044
  
  Cash and cash equivalents at beginning of period                                     14,355          31,993
                                                                                 -------------    -------------
  
  Cash and cash equivalents at end of period                                  $        16,623          35,037
                                                                                 =============    =============
  
  Free Cash Flow (1)                                                          $         7,242          14,016
                                                                                 =============    =============
  
  -------------------------------------------------------------------------------------------------------------
  
  (1)  Free Cash Flow reconciliation is as follows:                                 2nd QTR          2nd QTR
                                                                                    FY 2004          FY 2003
                                                                                 ------------------------------
  A)     Net cash provided by operating activities                                     11,450          17,829
  B)     Minus:  Capital Expenditures                                                  (2,954)         (3,566)
  C)     Minus:  Payments on vendor-financed capital expenditures                      (1,254)           (247)
                                                                                 -------------    -------------
                                                                                        7,242          14,016
                                                                                 =============    =============
  
  -------------------------------------------------------------------------------------------------------------
  CULP, INC. FINANCIAL INFORMATION RELEASE
                                 FINANCIAL ANALYSIS
                                  NOVEMBER 2, 2003
  FISCAL 03                            FISCAL 04
                                                 ---------------     --------------------------------------------------
                                                       Q2                  Q1              Q2           Q3       Q4
                                                 ---------------     --------------------------------------------------
  INVENTORIES
       Inventory turns                                   4.9                5.0             5.1
  
  RECEIVABLES
       Days sales in receivables                          36                 32              34
  
  WORKING CAPITAL
       Current ratio                                     3.0                3.1             2.9
       Operating working capital turnover (1)            4.8                5.1             5.3
       Operating working capital (1)                 $68,492            $54,854         $61,262
  
  PROPERTY, PLANT & EQUIPMENT
       Depreciation rate                                6.5%               6.2%            6.3%
       Percent property, plant &
         equipment are depreciated                     61.5%              62.3%           62.9%
       Capital expenditures                          $12,229 (2)         $1,875          $1,079
  
  LEVERAGE
       Total liabilities/equity                       160.8%             124.7%          128.0%
       Long-term debt/equity                          106.9%              80.3%           77.7%
       Long-term debt/capital employed                 51.7%              44.5%           43.7%
       Long-term debt                                $96,558            $76,551         $76,616
  
  OTHER
       Book value per share                            $7.87              $8.28           $8.55
       Employees at quarter end                        2,568              2,383           2,373
       Sales per employee (annualized)              $122,272           $121,628        $139,161
       Capital employed                             $186,884           $171,891        $175,221
  (1) Working capital for this calculation is accounts receivable, inventories
        and accounts payable
    (2) Expenditures for entire year
  CULP, INC. FINANCIAL INFORMATION RELEASE
                      SALES / GROSS PROFIT BY SEGMENT/DIVISION
      FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
  
                               (Amounts in thousands)
  THREE MONTHS ENDED (UNAUDITED)
                                                      ------------------------------------------------------------------------------
                                                               Amounts                                    Percent of Total Sales
                                                      ----------------------------                ----------------------------------
                                                      November 2,     October 27,     % Over        November 2,         October 27,
  Segment/Division Sales                                 2003             2002        (Under)          2003                2002
  ------------------------------------------------    -----------    ------------   -----------   ---------------    ---------------
  Upholstery Fabrics
      Culp Decorative Fabrics                      $      30,821          33,904       (9.1)%            37.3 %             40.5 %
      Culp Velvets/Prints                                 23,484          23,330        0.7 %            28.4 %             27.9 %
      Culp Yarn                                            1,638           1,246       31.5 %             2.0 %              1.5 %
                                                      -----------    ------------   -----------   ---------------    ---------------
                                                          55,943          58,480       (4.3)%            67.6 %             69.8 %
  Mattress Ticking
       Culp Home Fashions                                 26,788          25,260        6.0 %            32.4 %             30.2 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
                                                   $      82,731          83,740       (1.2)%           100.0 %            100.0 %
                                                      ===========    ============   ===========   ===============    ===============
  
  Segment Gross Profit                                                                                    Gross Profit Margin
  ------------------------------------------------                                                ----------------------------------
  
  Upholstery Fabrics                               $      10,409           7,650       36.1 %            18.6 %             13.1 %
  
  Restructuring related charges                                0           1,160     (100.0)%             0.0 %              2.0 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  Pro forma Upholstery Fabrics gross profit (1)           10,409           8,810       18.1 %            18.6 %             15.1 %
  
  Mattress Ticking                                         6,329           6,093        3.9 %            23.6 %             24.1 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
  Pro forma gross profit                           $      16,738          14,903       12.3 %            20.2 %             17.8 %
                                                      ===========    ============   ===========   ===============    ===============
  
                                                                               SIX MONTHS ENDED (UNAUDITED)
                                                      ------------------------------------------------------------------------------
  
                                                              Amounts                                     Percent of Total Sales
                                                      ---------------------------                  ---------------------------------
                                                       November 2,    October 27,     % Over        November 2,          October 27,
  Segment/Division Sales                                  2003           2002         (Under)          2003                 2002
  ------------------------------------------------    -----------    ------------   -----------   ---------------    ---------------
  
  Upholstery Fabrics
      Culp Decorative Fabrics                      $      58,829          68,675      (14.3)%            37.6 %             40.5 %
      Culp Velvets/Prints                                 40,324          46,437      (13.2)%            25.8 %             27.4 %
      Culp Yarn                                            3,246           3,346       (3.0)%             2.1 %              2.0 %
                                                      -----------    ------------   -----------   ---------------    ---------------
                                                         102,399         118,458      (13.6)%            65.5 %             69.8 %
  Mattress Ticking
       Culp Home Fashions                                 54,008          51,290        5.3 %            34.5 %             30.2 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
                                                   $     156,407         169,748       (7.9)%           100.0 %            100.0 %
                                                      ===========    ============   ===========   ===============    ===============
  
  Segment Gross Profit                                                                                   Gross Profit Margin
  ------------------------------------------------                                                ----------------------------------
  
  Upholstery Fabrics                               $      15,816          15,651        1.1 %            15.4 %             13.2 %
  
  Restructuring related charges                                0           1,160     (100.0)%             0.0 %              1.0 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  Pro forma Upholstery Fabrics gross profit (1)           15,816          16,811       (5.9)%            15.4 %             14.2 %
  
  Mattress Ticking                                        12,401          11,946        3.8 %            23.0 %             23.3 %
                                                      -----------    ------------   -----------   ---------------    ---------------
  
  Pro forma gross profit                           $      28,217          28,757       (1.9)%            18.0 %             16.9 %
                                                      ===========    ============   ===========   ===============    ===============
  (1) Pro forma includes $1.2 million in  restructuring  related  charges from the
      shut down of the Chattanooga operation
  CULP, INC. FINANCIAL INFORMATION RELEASE
                       INTERNATIONAL SALES BY GEOGRAPHIC AREA
   FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
  
                               (Amounts in thousands)
  THREE MONTHS ENDED (UNAUDITED)
                                             ---------------------------------------------
                                                        Amounts
                                             ------------------------------
                                              November 2,       October 27,      % Over
                 Geographic Area                2003              2002           (Under
  --------------------------------------     -------------   --------------    -----------
  North America (Excluding USA)          $          7,048            8,424       (16.3)%
  Far East & Asia                                   1,907            1,549        23.1 %
  All other areas                                     445            1,239       (64.1)%
                                             -------------   --------------    -----------
  
                                         $          9,400           11,211       (16.2)%
                                             =============   ==============    ===========
  
                 Percent of total sales             11.4%            13.4%
  
                                                     SIX MONTHS ENDED (UNAUDITED)
                                             ----------------------------------------------
  
                                                         Amounts
                                             -------------------------------
                                              November 2,       October 27,       % Over
                 Geographic Area                 2003              2002           (Under)
  ---------------------------------------    --------------   --------------    -----------
  North America (Excluding USA)           $        13,420           15,974       (16.0)%
  Far East & Asia                                   3,301            2,983        10.6 %
  All other areas                                     872            2,676       (67.4)%
                                             --------------   --------------    -----------
  
                                          $        17,593           21,634       (18.7)%
                                             ==============   ==============    ===========
  
                  Percent of total sales            11.2%            12.7%
  CULP, INC.
                  PROFORMA CONSOLIDATED STATEMENTS OF INCOME (LOSS)
          FOR THE THREE MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                  (Amounts in Thousands, Except for Per Share Data)
  THREE MONTHS ENDED
                                           -------------------------------------------------------------------------------------------
  
                                           As Reported         As Reported                             October 27, 2002       Proforma
                                           November 2,  % of    October 27, % of                % of     Proforma Net   % of   % Over
                                               2003     Sales      2002     Sales  Adjustments  Sales   of Adjustments  Sales  (Under)
                                           ---------- -------- ---------- --------  ---------- -------   ----------- --------  -------
  Net sales                              $    82,731   100.0%     83,740   100.0%          0                 83,740   100.0%     -1.2%
  Cost of sales                               65,993    79.8%     69,997    83.6%     (1,160)   -1.4% (3)    68,837    82.2%     -4.1%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
            Gross profit                      16,738    20.2%     13,743    16.4%     (1,160)   -1.4%        14,903    17.8%     12.3%
  
  Selling, general and
    administrative expenses                   10,296    12.4%      9,481    11.3%                             9,481    11.3%      8.6%
  Restructuring expense                            0     0.0%     13,360    16.0%    (13,360)  -16.0% (4)         0     0.0%      0.0%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
            Income (loss) from operations      6,442     7.8%     (9,098)  -10.9%    (14,520)  -17.3%         5,422     6.5%     18.8%
  
  Interest expense                             1,509     1.8%      1,676     2.0%          0     0.0%         1,676     2.0%    -10.0%
  Interest income                               (121)   -0.1%       (121)   -0.1%          0     0.0%          (121)   -0.1%      0.0%
  Other expense (income), net                     62     0.1%        242     0.3%          0     0.0%           242     0.3%    -74.4%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
            Income (loss) before
               income taxes                    4,992     6.0%    (10,895)  -13.0%    (14,520)  -17.3%         3,625     4.3%     37.7%
  
  Income taxes  (1)                            1,846    37.0%     (4,305)   39.5%     (5,646)   38.9%         1,341    37.0% (2) 37.6%
                                           ---------- -------- ---------- --------  ---------- -------    ----------- --------  ------
  Net income (loss)                      $     3,146     3.8%     (6,590)   -7.9%     (8,874)  -10.6%         2,284     2.7%     37.8%
                                           ========== ======== ========== ========  ========== =======    =========== ========  ======
  
  Net income (loss) per share-basic            $0.27              ($0.57)             ($0.77)                 $0.20
  Net income (loss) per share-diluted          $0.27              ($0.57)             ($0.77)                 $0.19
  Average shares outstanding-basic            11,524              11,483              11,483                 11,483
  Average shares outstanding-diluted          11,774              11,483              11,483                 11,754 (5)
  Notes:
   (1)  Percent of net sales column for income taxes is calculated as a % of
        income (loss) before income taxes
   (2)  Pre-restructuring income tax rate was 37% for the second quarter of
        fiscal 2003.
   (3)  The $1.2 million represents restructuring related charges for inventory
        markdowns and movement of equipment related to the shut down of the
        Chattanooga operation
   (4)  The $13.4 million represents restructuring charges for the shut down of
        the Chattanooga operation, $12.1 million, and the additional write-down of
        wet printed assets held for sale, $1.3 million
   (5)  Incremental shares of 271,000 for fiscal 2003 included in fully diluted
        calculation
  CULP, INC.
                  PROFORMA CONSOLIDATED STATEMENTS OF INCOME (LOSS)
           FOR THE SIX MONTHS ENDED NOVEMBER 2, 2003 AND OCTOBER 27, 2002
                  (Amounts in Thousands, Except for Per Share Data)
  SIX MONTHS ENDED
                                            ------------------------------------------------------------------------------------------
                                           As Reported         As Reported                             October 27, 2002       Proforma
                                           November 2,  % of   October 27,  % of                % of     Proforma Net   % of   % Over
                                              2003      Sales      2002    Sales   Adjustments  Sales   of Adjustments  Sales  (Under)
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
  Net sales                               $   156,407   100.0%    169,748  100.0%          0                169,748   100.0%     -7.9%
  Cost of sales                               128,190    82.0%    142,151   83.7%     (1,160)   -0.7% (3)   140,991    83.1%     -9.1%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
            Gross profit                       28,217    18.0%     27,597   16.3%     (1,160)   -0.7%        28,757    16.9%     -1.9%
  
  Selling, general and
    administrative expenses                    20,807    13.3%     19,918   11.7%                0.0%        19,918    11.7%      4.5%
  Restructuring expense                                   0.0%     13,360    7.9%    (13,360)   -7.9% (4)         0     0.0%      0.0%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
            Income  (loss) from operations      7,410     4.7%     (5,681)  -3.3%    (14,520)   -8.6%         8,839     5.2%    -16.2%
  
  Interest expense                              3,006     1.9%      3,579    2.1%          0     0.0%         3,579     2.1%    -16.0%
  Interest income                                (243)   -0.2%       (271)  -0.2%          0     0.0%          (271)   -0.2%    -10.3%
  Other expense (income), net                     307     0.2%        453    0.3%          0     0.0%           453     0.3%    -32.2%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
            Income (loss) before income
               taxes                            4,340     2.8%     (9,442)  -5.6%    (14,520)   -8.6%         5,078     3.0%    -14.5%
  
  Income taxes  (1)                             1,605    37.0%     (3,767)  39.9%     (5,646)   38.9%         1,879    37.0%(2) -14.6%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
  Income (loss) before cumulative effect
      of  accounting change               $     2,735     1.7%     (5,675)  -3.3%     (8,874)   -5.2%         3,199     1.9%    -14.5%
                                           ----------- -------- ---------- ------- ----------- -------    ------------ -------  ------
  
  Cumulative effect of accounting change,
     net of income taxes                            0             (24,151)            24,151                      0
                                           -----------          ----------         -----------            ------------
  
          Net income (loss)                     2,735             (29,826)                                    3,199
                                           ===========          ==========                                ============
  
  Basic income (loss) per share:
          Income (loss) before
          cumulative effect of accounting
          change                          $      0.24               (0.50)            ($0.78)                  0.28
          Cumulative effect of accounting
          change                                 0.00               (2.11)              2.11                  (0.00)
                                           -----------          ----------                                ------------
          Net income (loss)                      0.24               (2.61)                                    $0.28
                                           ===========          ==========                                ============
  
  Diluted income (loss) per share:
          Income (loss) before cumulative
          effect of accounting change     $      0.23               (0.50)             (0.78)                  0.27
          Cumulative effect of accounting
          change                                 0.00               (2.11)              2.11                  (0.00)
                                           -----------          ----------                                ------------
          Net income (loss)                      0.23               (2.61)                                    $0.27
                                           ===========          ==========                                ============
  
  Average shares outstanding-basic             11,519              11,433             11,433                 11,433
  Average shares outstanding-diluted           11,718              11,433             11,433                 11,778 (5)
  Notes:
   (1)  Percent of net sales column for income taxes is calculated as a % of
        income (loss) before income taxes
   (2)  Pre-restructuring income tax rate was 37% for the first six months of
        fiscal 2003
   (3)  The $1.2 million represents restructuring related charges for inventory
        markdowns and movement of equipment related to the shut down of the
        Chattanooga operation
   (4)  The $13.4 million represents restructuring charges for the shut down of
        the Chattanooga operation, $12.1 million, and the additional write-down of
        wet printed assets held for sale, $1.3 million
   (5)  Incremental shares of 345,000 included in fully diluted calculation
  CULP, INC. FINANCIAL INFORMATION RELEASE
                                 FINANCIAL NARRATIVE
      for the three and six months ended November 2, 2003 and October 27, 2002
  
  OVERVIEW
  
  Highlights for the second quarter ended November 2, 2003, include:
  
  o Net income of $0.27 per share  diluted,  driven by profit  improvement  in the
    upholstery fabrics segment  and  continued  strength in the  mattress  ticking
    segment
  
  o Best year over year quarterly  sales  comparison in five quarters,  reflecting
    better overall industry demand
  
  o Cash, cash equivalents and short-term  investments  increased to $31.8 million
    from $24.4 million at the end of fiscal 2003, reflecting free cash flow of
    $7.2  million for the year to date period
  
  o Earnings  expectation  for the third  quarter of fiscal  2004 is net income of
    $0.13 to $0.17 per diluted share.
  
       GENERAL -- For the second quarter of fiscal 2004, net sales  decreased 1.2%
  to $82.7 million;  and the company  reported net income of $3.1 million or $0.27
  per share  diluted,  compared with a net loss of $6.6 million or $0.57 per share
  diluted  in the second  quarter  of fiscal  2003.  Excluding  restructuring  and
  related  charges,  earnings  for the  second  quarter  of fiscal  2003 were $2.3
  million or $0.19 per share diluted (see reconciliation on page 7). For the first
  six months of fiscal 2004, net sales decreased 7.9% to $156.4  million;  and the
  company reported net income of $2.7 million or $0.23 per share diluted, compared
  to a net loss of $29.8 million or $2.61 per share  diluted,  for the same period
  last year.  Excluding  restructuring  and related  charges,  and the  cumulative
  effect of  accounting  change,  earnings for the first six months of fiscal 2003
  were $3.2  million or $0.27 per share  diluted (see  reconciliation  on page 8).
  Year-  to-date  for fiscal 2004  included 27 weeks  versus 26 weeks for the same
  period of fiscal 2003.
  
  INCOME STATEMENT COMMENTS
  
     UPHOLSTERY FABRICS SEGMENT (See page 5 - Sales and Gross Profit by Segment)
  
       Net Sales -- Upholstery  fabric sales for the second quarter of fiscal 2004
  decreased  4.3% to $55.9 million when  compared to the second  quarter of fiscal
  2003,   reflecting   growth   quarter  over  quarter  in  the   segment's   Culp
  Velvets/Prints  (CVP) division and better overall residential  furniture demand.
  The 4.3% decline is a  substantial  improvement  over the 22.5%  decrease in the
  first  quarter of fiscal 2004 and the 17.2%  decrease  in the fourth  quarter of
  fiscal 2003.
  
  Upholstery  fabric yards sold during the second quarter were 13.1 million versus
  14.1 million in the second  quarter of fiscal  2003, a decline of 7.1%.  Average
  selling price was $4.13 for the second  quarter  compared with $4.05 in the same
  quarter of last year, an increase of 2.0%,  due to higher  selling prices in the
  Culp Decorative Fabrics (CDF) division.
  
       Gross  Profit -- Gross  profit  for the second  quarter of fiscal  2004 was
  $10.4 million,  or 18.6%, versus $7.7 million, or 13.1%, for the same quarter of
  last year. Excluding  restructuring related charges of $1.2 million,  which were
  included in cost of sales in last year's second  quarter,  gross profit  dollars
  and margins  were $8.8  million and 15.1%,  respectively.  The increase in gross
  profit  and  margins   reflects  higher   capacity   utilization  and  gains  in
  manufacturing operating efficiencies within the CDF division.
  
       China  Operations  -- The  start up of the  company's  China  operation  is
  generally  proceeding in accordance with previously  announced  plans,  although
  delays of one to two months were  experienced  in receiving  some  manufacturing
  equipment.  The equipment has been received,  and installation is expected to be
  completed  within two months.  During the third quarter,  the company expects to
  begin incoming  fabric  inspection and testing,  and to start shipping fabric to
  customers.  Limited finishing  operations are anticipated to begin in the fourth
  quarter of this fiscal year.  As expected,  the company is  experiencing  modest
  operating  losses in its China  operation  during  the start up phase,  which is
  expected to be completed by the end of this fiscal year,  although some level of
  operating  losses from the China  operation  is expected to continue  until some
  time in fiscal 2005.
  
    MATTRESS TICKING SEGMENT (See page 5 - Sales and Gross Profit by Segment)
  
       Net Sales -- Mattress  ticking sales for the second  quarter of fiscal 2004
  increased 6.0% to $26.8  million,  due to better  industry  demand and continued
  market  share gains with key  customers.  The sales gain in this segment for the
  fiscal  year to date (5.3%) is  especially  noteworthy  because it is  occurring
  during the bedding  industry's  transition  to selling  predominately  one-sided
  mattresses,   which  utilizes  about  one-third  less  mattress  ticking.   This
  transition  at retail began in mid to late calendar year 2002 and is expected to
  continue through early calendar year 2005.
  
  Mattress  ticking yards sold during the second  quarter of fiscal 2004 were 10.9
  million compared with 10.1 million yards in the second quarter of last year. The
  average selling price was $2.43 for the second quarter, compared to $2.48 in the
  same quarter last year.  The slight  decrease  from last year's same quarter and
  the first quarter of this year is due to product mix and a higher  concentration
  of closeout sales this quarter.
  
       Gross Profit -- For the second quarter of fiscal 2004, the mattress ticking
  segment  reported  gross  profit  dollars and margins of $6.3 million and 23.6%,
  respectively,  compared  with $6.1 million and 24.1% for the same period of last
  year.
  
       SG&A  EXPENSES  -- SG&A  expenses of $10.3  million for the second  quarter
  increased  approximately  $800,000,  or 8.6%,  from the prior year amount.  As a
  percent of net sales,  SG&A expenses  increased to 12.4% from 11.3% the previous
  year. SG&A expenses in the second quarter included higher  professional fees and
  higher bad debt  expense.  In the second  quarter of fiscal 2003,  SG&A expenses
  included a credit to bad debt expense resulting from a net reduction of $424,000
  in the allowance for doubtful accounts, due to a reduction in past due balances.
  Bad debt expense in the second quarter of fiscal 2004 was $122,000.
  
       INTEREST  EXPENSE AND  INTEREST  INCOME -- Interest  expense for the second
  quarter  declined to $1.5 million  from $1.7  million the  previous  year due to
  lower borrowings outstanding. Interest income of $121,000 was unchanged from the
  previous year. The effect on interest income earned of a higher average invested
  cash balance for fiscal 2004 was offset by lower interest rates earned in fiscal
  2004 as compared to the same period last year.
  
       OTHER  EXPENSE  -- Other  expense  for the second  quarter  of fiscal  2004
  totaled  $62,000  compared  with  $242,000 in the prior year.  The  decrease was
  principally due to 1) lower  amortization  expense related to reduced amounts of
  debt issue costs and 2) lower fees  associated with foreign  currency  contracts
  for  inventory  purchases,  offset  somewhat by 3) the  unfavorable  impact of a
  higher Canadian exchange rate.
  
        INCOME TAXES -- The  effective  tax rate (taxes as a  percentage of pretax
  income  (loss)) for the first six months of fiscal 2004 was 37%,  compared  with
  39.9% for the first six months of fiscal  2003.  The  higher  rate for the prior
  year period reflects the increased tax benefits related to the company's loss in
  the U.S.  resulting  from  the  restructuring  charges  recorded  in the  second
  quarter.  Excluding the cumulative effect of accounting change and restructuring
  and related  charges,  the  effective tax rate for the first half of fiscal 2003
  was 37%.
  
  BALANCE SHEET COMMENTS
  
       CASH, CASH EQUIVALENTS AND SHORT-TERM  INVESTMENTS - Cash, cash equivalents
  and  short-term  investments  as of November 2, 2003  increased to $31.8 million
  from $24.4 million at the end of fiscal 2003,  reflecting free cash flow of $7.2
  million  for the first six months of fiscal  2004 (see  discussion  of free cash
  flow below).
  
       WORKING  CAPITAL -- Accounts  receivable  as of November 2, 2003  decreased
  4.6% from the year-earlier  level,  principally due to an increase in the number
  of customers  taking the cash  discount for shorter  payment  terms.  Days sales
  outstanding  totaled 34 days at  November 2, 2003  compared  with 36 a year ago.
  Inventories at the close of the second  quarter  decreased 1.3% from a year ago.
  Inventory turns for the second quarter were 5.1 versus 4.9 for the  year-earlier
  period. Operating working capital (comprised of accounts receivable, inventories
  and  accounts  payable) was $61.3  million at November 2, 2003,  down from $68.5
  million a year ago.
  
       PROPERTY,  PLANT AND EQUIPMENT -- Capital spending for the first six months
  of fiscal 2004 was $3.0 million.  Depreciation is estimated at $14.0 million for
  the full fiscal year,  which is unchanged  from the  previous  year.  For fiscal
  2004, the company's capital  expenditure  budget is $8.0 million,  of which $3.0
  million is related  to the  company's  China  operations.  The China  investment
  includes manufacturing equipment and leasehold improvements.
  
       INTANGIBLE  ASSETS -- As of November 2, 2003,  $9.2  million in goodwill is
  the company's only intangible asset.
  
       LONG-TERM  DEBT - All of the company's  remaining  $76.6 million in debt is
  unsecured  and is comprised of a $75 million  term loan,  with a fixed  interest
  rate of  7.76%,  and a $1.6  million,  non-interest  bearing  term loan with the
  Canadian  government.  Additionally,  the company has a $15.0 million  revolving
  credit line with a bank, of which no balance is outstanding at November 2, 2003.
  The bank  agreement  expires  in August,  2004.  The first  scheduled  principal
  payment  on the $75  million  term loan is due March 2006 in the amount of $11.0
  million.  The  Canadian  government  loan is repaid in  annual  installments  of
  approximately $500,000 per year.
  
       The company's long-term debt to capital ratio was 43.7% compared with 51.7%
  for the same period last year. The company was in compliance  with all financial
  covenants in its loan agreements as of November 2, 2003.
  
  FREE CASH FLOW COMMENTS
  
       Free cash  flow (see  reconciliation  on page 3 of this  release)  was $7.2
  million for the first six months of fiscal 2004, compared with $14.0 million for
  the same period last year.  This  decrease  is  primarily  due to less cash flow
  generated from working capital.  For fiscal 2004, the company believes free cash
  flow will be substantially  less than fiscal 2003 primarily  because the company
  does not expect the continued significant reduction in working capital reflected
  in each of the previous three years.  In addition,  the company will have higher
  payments on vendor-financed capital expenditures.
  
  BUSINESS OUTLOOK
  
       While  the  overall  residential  furniture  and  bedding  industry  demand
  improved during the second quarter, as expected,  there still does not appear to
  be a sustainable trend in incoming business, particularly in upholstery fabrics.
  Therefore,  the company expects that third quarter sales will decrease  slightly
  from the same quarter of last year.  Mattress ticking segment sales are expected
  to increase in the third quarter,  although at a lower rate than the 6.0% growth
  in the second quarter.  Upholstery  fabric segment sales are expected to decline
  from the same  quarter of last year at a higher rate than the 4.3% in the second
  quarter,  due  primarily to softness in incoming  orders of the  segment's  Culp
  Decorative  Fabrics' (CDF) division.  With these sales expectations and industry
  outlook, the company expects to report net income in the range of $0.13 to $0.17
  per  diluted  share,  with  actual  results  depending  upon the level of demand
  throughout the quarter.