Registration No. 333-________
     =====================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ---------
                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------
                                   CULP, INC.
             (Exact name of registrant, as specified in its charter)

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

                              101 South Main Street
                      High Point, North Carolina 27261-2686
                    (Address of principal executive officers)
                                  -------------

                                   Culp, Inc.
                          Performance-Based Option Plan
                            (Full title of the plan)

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

                                FRANKLIN N. SAXON
                Senior Vice President and Chief Financial Officer
                                   Culp, Inc.
                              101 South Main Street
                      High Point, North Carolina 27261-2686
                     (Name and address of agent for service)
                                 (910) 889-5161
          (Telephone number, including area code, of agent for service)
                                  -------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
          Title of securities Amount to be Proposed Proposed Amount of
          to be registered registered maximum maximum registration fee
                      offering price per aggregate offering
                                   unit price
--------------------------------------------------------------------------------
     Common Stock, $.05 par value 128,000 $16.875(1) $2,160,000(1) $654.55
                          (including options under the
                          Culp, Inc. Performance-Based
                                  Option Plan)
================================================================================

(1) In accordance  with Rule 457(h)(1) of Regulation C, the price for the shares
    is  computed  on the basis of the  average  high and low  prices  for Common
    Shares on May 15, 1997 as reported on the New York Stock Exchange.

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



<PAGE>



                       PART II INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following   documents  are   incorporated   by  reference   into  this
registration statement:

     (a) The Company's  annual report on Form 10-K filed with the Securities and
Exchange  Commission  pursuant  to  Section  13(a) or  15(d)  of the  Securities
Exchange Act of 1934 (the "Exchange Act") for fiscal year ended April 28, 1996;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in paragraph (a) above; and

     (c)  The   description  of  securities   contained  in  the   Corporation's
registration   statement  filed  under  the  Exchange  Act  on  Form  8-A,  (SEC
Registration  No.  1-12597),  including  any  amendment  or report filed for the
purpose of updating such description.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment indicating that all securities offered by this registration  statement
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference into the registration statement and to
be part thereof from the date of filing of such documents.

Item 6. Indemnification of Directors and Officers.

     Section 55-2-02 of the North Carolina Business  Corporation Act (the "North
Carolina  Corporation Act") enables a North Carolina corporation in its articles
of incorporation to eliminate or limit,  with certain  exceptions,  the personal
liability of a director  for monetary  damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's  liability for
(i) acts or  omissions  that the  director  at the  time of the  breach  knew or
believed to be clearly in conflict with the best  interests of the  corporation,
(ii) improper  distributions  described in Section 55-8-33 of the North Carolina
Corporation  Act,  (iii) any  transaction  from  which the  director  derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the date
the  exculpatory   provision  became  effective.   The  Company's   Articles  of
Incorporation  limit the  personal  liability  of its  directors  to the fullest
extent permitted by the North Carolina Corporation Act.

     Sections  55-8-50  through  55-8-58 of the North Carolina  Corporation  Act
permit a corporation to indemnify its directors,  officers,  employees or agents
under  either or both a statutory  or  nonstatutory  scheme of  indemnification.
Under  the  statutory  scheme,  a  corporation  may,  with  certain  exceptions,
indemnify a director,  officer, employee or agent of the corporation who was, is
or is  threatened  to be made, a party to any  threatened,  pending or completed
legal action, suit or proceeding,  whether civil, criminal,  administrative,  or
investigative,  because of the fact that such  person was a  director,  officer,
agent or  employee  of the  corporation,  or is or was serving at the bequest of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation or enterprise.  This indemnity may include the obligation to pay any
judgment,  settlement,  penalty,  fine  (including  an excise tax assessed  with
respect  to an  employee  benefit  plan) and  reasonable  expenses  incurred  in
connection   with  a  proceeding   (including   counsel   fees),   but  no  such
indemnification may be granted unless such director,  officer, agent or employee
(i) conducted himself in good faith,

C-423747v02.02340.00081

<PAGE>



     (ii) reasonable believed (1) that any action taken in his official capacity
with the  corporation was in the best interest of the corporation or (2) that in
all other cases his conduct at least was not opposed to the  corporation's  best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe  his  conduct  was  unlawful.  Whether a  director  has met the
requisite standard of conduct for the type of indemnification set forth above is
determined  by the board of directors,  a committee of directors,  special legal
counsel or the  shareholders in accordance with Section  55-8-55.  A corporation
may not  indemnify a director  under the statutory  scheme in connection  with a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable to the corporation or in connection with a proceeding in which a
director  was  adjudged  liable  on the  basis of having  received  an  improper
personal benefit.

     In addition to, and  notwithstanding  the  conditions  and  limitations  on
indemnification  described above under the statutory scheme,  Section 55-8-57 of
the North Carolina  Corporation  Act permits a corporation to indemnify or agree
to  indemnify  any of its  directors,  officers,  employees  or  agents  against
liability and expenses (including  attorneys' fees) in any proceeding (including
proceedings  brought by or on behalf of the  corporation)  arising  out of their
status  as  such  or  their  activities  in  such  capacities,  except  for  any
liabilities or expenses incurred on account of activities that were, at the time
taken, known or believed by the person seeking  indemnification to be clearly in
conflict  with the best  interests  of the  corporation.  Because the  Company's
Bylaws provide for  indemnification  to the fullest extent  permitted  under the
North  Carolina  Corporation  Act,  the Company  may  indemnify  its  directors,
officers  and  employees  in  accordance   with  either  the  statutory  or  the
nonstatutory standard.

     Sections 55-8-52 and 55-8-56 of the North Carolina  Corporation Act require
a  corporation,  unless its  articles of  incorporation  provide  otherwise,  to
indemnify a director or officer who has been wholly  successful on the merits or
otherwise  in the defense of any  proceeding  to which such  director or officer
was, or was threatened to be made, a party. Unless prohibited by the articles of
incorporation,  a  director  or  officer  also may make  application  and obtain
court-ordered  indemnification  if the court  determines  that such  director or
officer is fairly and reasonably entitled to such indemnification as provided in
Section 55-8-54 and 55-8-56.

     Additionally,  Section  55-8-57  of  the  North  Carolina  Corporation  Act
authorizes a  corporation  to purchase  and  maintain  insurance on behalf of an
individual  who  is or  was a  director,  officer,  employee  or  agent  of  the
corporation against certain liabilities incurred by such persons, whether or not
the corporation is otherwise authorized by the North Carolina Corporation Act to
indemnify such party. The Company's directors and officers are currently covered
under the directors' and officers'  insurance policies maintained by the Company
that will indemnify such persons against certain  liabilities  arising from acts
or omissions in the discharge of their duties.  Such insurance  policies provide
$15  million  coverage  for  liabilities,   including  liabilities  for  alleged
violation of securities laws.

Item 8.  Exhibits.

Exhibit Number                 Description

4.1        Culp,  Inc.  Performance-Based  Option Plan  (incorporated  by
           reference to Exhibit 10(bb) of the Company's annual report on Form
           10-K for fiscal year April 30, 1995


C-423747v02.02340.00081
                                       -2-

<PAGE>



4.2        Articles of Incorporation  of the Company  (incorporated by reference
           to Exhibit 3(i) of the  Company's  quarterly  report on Form 10-Q for
           the period ended January 29, 1995)

4.3        Bylaws of the Company  (incorporated  by reference to Exhibit 3(b) of
           the Company's annual report on Form 10-K for the year ended April 28,
           1991

5          Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to the
           validity of the shares being offered

24.1       Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)

24.2       Consent of KPMG Peat Marwick LLP

25.1       Power of Attorney of Robert G. Culp, III, dated April 29, 1997

25.2       Power of Attorney of Franklin N. Saxon, dated April 29, 1997

25.3       Power of Attorney of Howard L. Dunn, Jr., dated April 29, 1997

25.4       Power of Attorney of Harry R. Culp, dated April 29, 1997

25.5       Power of Attorney of Baxter P. Freeze, dated April 29, 1997

25.6       Power of Attorney of Earl M. Honeycutt, dated May 6, 1997

25.7       Power of Attorney of Patrick H. Norton, dated May 7, 1997

25.8       Power of Attorney of Earl N. Phillips, Jr., dated April 30, 1997

25.9       Power of Attorney of Bland W. Worley, dated April 29, 1997

Item 9.    Undertakings.

         The Company hereby undertakes as follows:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section 10(a)(3) of the Securities Act of 1933; and (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;  provided,  however,
the above  subparagraphs  (i) and (ii) shall not apply if the  information to be
included in a  post-effective  amendment by these  subparagraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 that are  incorporated by reference into the
registration statement;

     (2) For the purpose of determining  any liability  under the Securities Act
of 1933, each such post-effective amendment to this registration statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

     (3) The Company shall remove from registration by means of a post-effective
amendment  any of the  securities  being  registered  that remain  unsold at the
termination of the offering;


C-423747v02.02340.00081
                                       -3-

<PAGE>



     (4) For purposes of determining  any liability  under the Securities Act of
1933,  each filing of the Company's  annual report  pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company,  the Company has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in such Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

C-423747v02.02340.00081
                                       -4-

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Company certifies that it
has reasonable  grounds to believe it meets all the  requirements  for filing on
Form S-8 and has duly caused  this  registration  statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of High Point,
State of North Carolina on May 21, 1997.

                     CULP, INC.

                     By:      /s/   Franklin N. Saxon
                                    Franklin N. Saxon
                                    Senior Vice President, Chief Financial
                                       Officer and Accounting Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

 Signature                 Title                                 Date

 ROBERT G. CULP, III*      Chairman of the Board of              May 21, 1997
 --------------------        Directors and Chief
  Robert G. Culp, III        Executive Officer


 /s/ FRANKLIN N. SAXON     Senior Vice President, Chief
 ---------------------       Financial and Accounting             May 21, 1997
  Franklin N. Saxon          Officer and Director


HOWARD L. DUNN, JR.*       President, Chief Operating
--------------------       Officer and Director                   May 21, 1997
  Howard L. Dunn, Jr.


HARRY R. CULP*             Director 
--------------                                                    May 21, 1997
 Harry R. Culp


BAXTER P. FREEZE*          Director
-----------------                                                 May 21, 1997
 Baxter P. Freeze


EARL M. HONEYCUTT*         Director
------------------                                                May 21, 1997
Earl M. Honeycutt


PATRICK H. NORTON*         Director
------------------                                                May 21, 1997
   Patrick H. Norton


EARL N. PHILLIPS, JR.*     Director
----------------------                                            May 21, 1997
   Earl N. Phillips


  BLAND W. WORLEY*         Director
  ----------------                                                May 21, 1997
   Bland W. Worley


*By:     /s/       FRANKLIN N. SAXON
----     -----------------------------------
        (Franklin N. Saxon, Attorney-in-Fact)




C-423747v02.02340.00081

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number                        Description

4.1      Culp,  Inc.  Performance-Based  Option Plan  (incorporated  by
         reference to Exhibit 10(bb) to the Company's annual report on Form
         10-K for fiscal year ended April 30, 1995.

4.2      Articles of Incorporation of the Company  (incorporated by reference to
         Exhibit  3(i) to the  Company's  quarterly  report on Form 10-Q for the
         quarter ended January 29, 1995)

4.3      Bylaws of the Company (incorporated by reference to Exhibit 3(b) to the
         Company's annual report on Form 10-K for the year ended April 28.
         1991)

5        Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to the
         validity of the shares being offered

24.1     Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)

24.2     Consent of KPMG Peat Marwick LLP

25.1     Power of Attorney of Robert G. Culp, III, dated April 29, 1997

25.2     Power of Attorney of Franklin N. Saxon, dated April 29, 1997

25.3     Power of Attorney of Howard L. Dunn, Jr., dated April 29, 1997

25.4     Power of Attorney of Harry R. Culp, dated April 29, 1997

25.5     Power of Attorney of Baxter P. Freeze, dated April 29, 1997

25.6     Power of Attorney of Earl M. Honeycutt, dated May 6, 1997

25.7     Power of Attorney of Patrick H. Norton, dated May 7, 1997

25.8     Power of Attorney of Earl N. Phillips, Jr., dated April 30, 1997

25.9     Power of Attorney of Bland W. Worley, dated April 29, 1997


C-423747v02.02340.00081

<PAGE>




--------------------------------------------------------------------------------
       THISDOCUMENT  CONSTITUTES PART OF A PROSPECTUS  COVERING  SECURITIES THAT
           HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
--------------------------------------------------------------------------------


                            DESCRIPTION OF CULP, INC.
                          PERFORMANCE-BASED OPTION PLAN

             This prospectus document is dated as of May 21, 1997.

     The shares of common stock of Culp,  Inc. (the  "Company")  covered by this
prospectus  document are offered by the Company in accordance with the Company's
Performance-Based  Option Plan (the "Plan"),  a copy of which is attached hereto
and made a part of this prospectus document.  The following is only a summary of
the Plan and is not intended to replace,  for disclosure  purposes,  the text of
the Plan, nor does it alter any rights granted under the Plan.

                               Summary of the Plan

     A.  General.  The  Plan  provides  for a  one-time  grant of  options  (the
"Options") to purchase shares of the Company's common stock,  $.05 par value per
share (the "Shares"),  to the Company's  officers and key senior  managers.  The
purpose of the Plan is to increase the incentive for  participants to contribute
to the Company's success and to reward them for those contributions. The Plan is
administered by the Compensation  Committee of the Company's Board of Directors,
which committee may delegate certain of its duties to selected committee members
or employees of the Company.

     The Compensation  Committee  granted all 128,000 options in June 1994 at an
exercise price of $.05 per share.

     The  Options  will  become  exercisable  on January 1, 2003  except  that a
certain level of earnings by the Company or an optionholder's death,  disability
or  retirement  after  reaching  the age of 65 will result in the Options  being
exercisable  earlier. The Options will expire three months after the termination
of employment of the holder unless such  termination  is for cause in which case
the Options will expire  immediately.  No Option may be exercised after December
31, 2003.

     The Plan may be amended,  altered or discontinued by the Company's Board of
Directors; however, no termination or amendment of the Plan shall materially and
adversely  affect  any  rights  or  obligations  of  the  holders  of an  Option
previously granted except with such holder's consent.

     Shares  issued upon  exercise of the Options will be original  issue Shares
and will not have been acquired by the Company in the open market. The number of
Shares  subject to the Options  will be equitably  adjusted by the  Compensation
Committee to reflect certain events such as a stock dividend or split and may be
adjusted  to  reflect  the  occurrence  of  certain   transactions   such  as  a
recapitalization, merger or reorganization.

     B. Grants.  Options  granted will not become  exercisable  until January 1,
2003,  except  that they will be  exercisable  earlier  as  follows:  (a) if the
Company's  reported  audited earnings over the 3-year period ending with the end
of the  Company's  fiscal year 1997  average a compound  growth rate of 17%, the
Options will become exercisable 5 business days after the Company makes a public
announcement of such earnings; and (b) if an option holder's employment with the
Company is terminated due to death,  disability or retirement after reaching the
age of 65, the Options will become immediately exercisable.

C-423975v01.02340.00081

<PAGE>



     The  payment  of the  exercise  price  shall  be in cash  or to the  extent
permitted by the Compensation  Committee,  in Shares. No Option may be exercised
after December 31, 2003.

     Options may not be  transferred  other than by will or  applicable  laws of
descent and distribution or pursuant to a qualified domestic relations order.

     The Options  will expire and are no longer  exercisable  three months after
the termination of an Optionee's  employment  unless for cause in which case the
Options will expire immediately.

     C. Administration.  The Plan is administered by the Compensation  Committee
of the  Company's  Board  of  Directors  composed  solely  of  members  who  are
"disinterested   persons"  (persons  not  eligible  to  receive  Options).   The
Compensation Committee has complete authority to: (a) determine the officers and
key senior managers who will receive  Options,  and other terms of such Options,
subject  to the  terms of the  Plan;  (b) make and  amend  rules  governing  the
administration  of the Plan;  (c)  construe  and  interpret  the Plan;  (d) take
actions necessary to keep the Plan in compliance with securities,  tax and other
laws;  and (e) to make other  necessary  determinations  in connection  with the
administration of the Plan.

     The  Compensation  Committee may designate  selected  committee  members or
certain  employees  of the  company  to assist  its Board of  Directors  or such
committee  in the  administration  of the Plan and may grant  authority  to such
persons to execute  documents,  including  Options,  on behalf of the Committee,
subject to the  requirements  of Section 16 of the  Securities  Exchange  Act of
1934, and the rules and regulations  promulgated  thereunder ("Section 16"). The
Plan  provides that no member of the  Compensation  Committee or employee of the
Company  assisting  the Board of  Directors  or the  Compensation  Committee  in
connection  with the Plan shall be liable for any action taken or  determination
made in good faith.

     D. Certain Federal Income Tax Consequences; Section 16; Rule 144(e).

     (i) Taxes.  The  following  discussion  is a brief summary of the principal
United States federal income tax  consequences  under current federal income tax
laws relating to Options awarded under the Plan. This summary is not intended to
be exhaustive and, among other things, does not describe state, local or foreign
income and other tax consequences.

     An optionee  will not  recognize  any  taxable  income upon the grant of an
Option,  and the Company will not be entitled to a tax deduction with respect to
such grant.  Upon exercise of an Option,  the excess of the fair market value of
the Shares received on the exercise date over the exercise price for such Shares
will be taxable as compensation income to the optionee.  Subject to the optionee
including  such  excess  amount in income or the Company  satisfying  applicable
reporting requirements, the Company should be entitled to a tax deduction in the
amount of such  compensation  income.  The  optionee's  tax basis for the Shares
received pursuant to such exercise will equal the sum of the compensation income
recognized and the exercise price.

     In the event of a sale of Shares  received  upon the exercise of an Option,
any appreciation or depreciation after the exercise date generally will be taxed
as capital gain or loss and will be long-term gain or loss if the holding period
for such stock was more than one year.

     Under certain circumstances, the accelerated vesting or exercise of Options
in connection with a change of control of the Company might be deemed an "excess
parachute  payment"  for  purposes of the golden  parachute  tax  provisions  of
section 280G of the Internal Revenue Code. To the extent it is so

C-423975v01.02340.00081
                                       -2-

<PAGE>


     considered, the optionee may be subject to a 20% excise tax and the Company
may be denied a tax deduction.

     (ii)  Section  16.  Section 16 applies to the  Options  and the  underlying
Shares  subject to the  Options.  Section 16 requires  officers,  directors  and
more-than-10%  owners of the  Company's  Shares to  disgorge  to the Company any
profits result from the nonexempt  purchase and sale, or vice- versa,  of shares
of Common Stock within a six-month period.  Section 16 also requires such person
to comply with certain reporting  guidelines with respect to the Options and the
underlying Shares.

     (iii) Rule 144(e). The Shares issued upon the exercise of Options have been
registered  under  the  Securities  Act of 1933 on Form S-8.  Optionees  who are
deemed  "affiliates"  under the 1933 Act and who desire to transfer  such shares
will be subject to the volume  limitations under Rule 144(e)  promulgated by the
Securities and Exchange Commission under the Securities Act of 1933.

     The Company  recommends  that all holders of the Options obtain advice from
their own tax advisors or consultants or legal counsel prior to disposing of any
Shares acquired under the Plan.

     E.  ERISA.  As of the date  hereof,  the Plan is not  subject to any of the
provisions of the Employee Retirement Income Security Act of 1974, as amended.

     F. Information.  Participants in the Plan may obtain additional information
about the Plan and its  administrators  or obtain  additional  copies of (i) the
Plan; (ii) this description of the Plan, or any similar documents describing the
Plan or any changes or  amendments  thereto;  (iii) the  Company's  registration
statement on Form S-8 filed with the  Securities  and Exchange  Commission  with
respect to the Plan; (iv) the Company's registration statement on Form 8-A filed
with the Securities and Exchange Commission (SEC Registration No. 1-12597);  and
(v) all documents  subsequently  filed by the Company pursuant to Section 13(a),
13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934  (the  documents
described in clauses (iii) - (v) above being incorporated  herein by reference),
without  charge and upon  written or oral  request,  by  contacting  Franklin N.
Saxon, Culp, Inc., 101 South Main Street,  High Point, North Carolina 27261-2686
(phone (910) 889-5161).

C-423975v01.02340.00081
                                       -3-

<PAGE>



Henry H. Ralston
     (704) 377-8355





                                                   May 16, 1997


Culp, Inc.
101 South Main Street
High Point, North Carolina  27261
Attention:  Franklin N. Saxon

     Re:  Registration  Statement  on Form S-8 of Culp,  Inc.  Performance-Based
     Option Plan

Ladies and Gentlemen:

     We have served as counsel to Culp, Inc., a North Carolina  corporation (the
"Company"),  in connection with the preparation by the Company of a registration
statement  on Form  S-8  (the  "Registration  Statement")  for  filing  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offer and sale of up to 128,000  shares of the Company's  common
stock,  $.05 par value per share (the  "Shares"),  to be issued  pursuant to the
Company's  Performance-Based  Option Plan (the "Plan"),  and the related options
granted thereunder.

     We have  examined  the  Articles  of  Incorporation  and the  bylaws of the
Company  (collectively,  the "Charter and Bylaws"),  all  corporate  proceedings
relating to the  authorization,  issuance and sale of the Shares, and such other
documents  and  records  as we have  deemed  necessary  in order to enable us to
render this opinion.  In rendering the opinion set forth in paragraph (i) below,
we have relied solely upon a certificate of existence issued by the Secretary of
State of North Carolina on January 30, 1997.

     Based upon the foregoing, and subject to the conditions set forth below, we
are of the opinion that Shares,  when issued and sold by the Company pursuant to
the terms and  conditions of the Plan,  will be legally  issued,  fully paid and
non-assessable.

     We have assumed that the Company and those  officers and employees that may
receive  options to purchase  Shares under the Plan will have  complied with the
relevant  requirements  of  the  Plan  and  that  all  prescribed  filings  with
regulatory authorities,  including any stock exchanges having jurisdiction, will
be  effected  in  accordance  with their  respective  requirements  and that the
approvals of such regulatory  authorities,  including any stock exchanges having
jurisdiction, will have been granted prior to the issuance of any of the Shares.


C-425515v01.02340.00081

<PAGE>


Culp, Inc.
May 16, 1997
Page 2
-------------------------

     The  opinions   expressed  herein  are  contingent  upon  the  Registration
Statement,  as amended,  becoming effective under the Securities Act of 1933 and
the Charter and Bylaws not being  further  amended  prior to the issuance of the
Shares.

     We hereby  consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.

                                            Very truly yours,

                                            ROBINSON, BRADSHAW & HINSON, P.A.



                                            Henry H. Ralston

HHR

C-425515v01.02340.00081

<PAGE>


The Board of Directors
Culp, Inc.:

     We consent to  incorporation  by  reference in the  registration  statement
(No.333-____)  on Form S-8 of Culp,  Inc.  of our  report  dated  May 29,  1996,
relating to the  consolidated  balance sheets of Culp, Inc. and subsidiary as of
April 28, 1996 and April 30, 1995,  and the related  consolidated  statements of
income,  shareholders'  equity,  and cash  flows  for  each of the  years in the
three-year  period ended April 28, 1996 which report  appears in the 1996 Annual
Report to  Shareholders,  which is  incorporated by reference into the April 28,
1996 Form 10-K of Culp, Inc.

                                                          KPMG Peat Marwick LLP

Greensboro, North Carolina
May 21, 1997

<PAGE>

                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 29th day of April, 1997.


                                            /s/ Robert G. Culp, III 
                                            -----------------------------------
                                            Robert G. Culp, III


C-423385v01.02340.00081

<PAGE>




                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 29th day of April, 1997.


                                            /s/ Franklin N. Saxon
                                            -----------------------------------
                                            Franklin N. Saxon



C-423385v01.02340.00081

<PAGE>



                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 29th day of April, 1997.


                                            /s/ Howard L. Dunn, Jr.
                                            -----------------------------------
                                            Howard L. Dunn, Jr.



C-423385v01.02340.00081

<PAGE>



                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 29th day of April, 1997.


                                            /s/ Harry R. Culp 
                                            -----------------------------------
                                            Harry R. Culp



C-423385v01.02340.00081

<PAGE>



                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 29th  day of April, 1997.


                                             /s/ Baxter P. Freeze
                                             -----------------------------------
                                             Baxter P. Freeze


C-423385v01.02340.00081

<PAGE>



                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 6th day of May, 1997.


                                            /s/ Earl M. Honeycutt 
                                            -----------------------------------
                                            Earl M. Honeycutt


C-423385v01.02340.00081

<PAGE>



                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 7th day of May, 1997.


                                               /s/ Patrick H. Norton   
                                               --------------------------------
                                               Patrick H. Norton




C-423385v01.02340.00081

<PAGE>



                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 30th day of April, 1997.


                                            /s/ Earl N Phillips, Jr. 
                                            -----------------------------------
                                            Earl N. Phillips, Jr.



C-423385v01.02340.00081

<PAGE>


                                POWER OF ATTORNEY


     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.


         EXECUTED on the 29th day of April, 1997.


                                            /s/ Bland W. Worley 
                                            -----------------------------------
                                            Bland W. Worley


C-423385v01.02340.00081

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "CULP, INC. S-8", "secsgml_size_bytes": 47563}]
{"company-data": {"conformed-name": "CULP INC", "cik": "0000723603", "assigned-sic": "2211", "irs-number": "561001967", "state-of-incorporation": "NC", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27519", "film-number": "97612271"}, "business-address": {"street1": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261-2686", "phone": "9108895161"}, "mail-address": {"street1": "P O BOX 2686", "street2": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261"}}
Registration No. 333-________
     =====================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ---------
                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------
                                   CULP, INC.
             (Exact name of registrant, as specified in its charter)

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

                              101 South Main Street
                      High Point, North Carolina 27261-2686
                    (Address of principal executive officers)
                                  -------------

                                   Culp, Inc.
                          Performance-Based Option Plan
                            (Full title of the plan)

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

                                FRANKLIN N. SAXON
                Senior Vice President and Chief Financial Officer
                                   Culp, Inc.
                              101 South Main Street
                      High Point, North Carolina 27261-2686
                     (Name and address of agent for service)
                                 (910) 889-5161
          (Telephone number, including area code, of agent for service)
                                  -------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
          Title of securities Amount to be Proposed Proposed Amount of
          to be registered registered maximum maximum registration fee
                      offering price per aggregate offering
                                   unit price
--------------------------------------------------------------------------------
     Common Stock, $.05 par value 128,000 $16.875(1) $2,160,000(1) $654.55
                          (including options under the
                          Culp, Inc. Performance-Based
                                  Option Plan)
================================================================================

(1) In accordance  with Rule 457(h)(1) of Regulation C, the price for the shares
    is  computed  on the basis of the  average  high and low  prices  for Common
    Shares on May 15, 1997 as reported on the New York Stock Exchange.

       =================================================================
PART II INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following   documents  are   incorporated   by  reference   into  this
registration statement:

     (a) The Company's  annual report on Form 10-K filed with the Securities and
Exchange  Commission  pursuant  to  Section  13(a) or  15(d)  of the  Securities
Exchange Act of 1934 (the "Exchange Act") for fiscal year ended April 28, 1996;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in paragraph (a) above; and

     (c)  The   description  of  securities   contained  in  the   Corporation's
registration   statement  filed  under  the  Exchange  Act  on  Form  8-A,  (SEC
Registration  No.  1-12597),  including  any  amendment  or report filed for the
purpose of updating such description.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment indicating that all securities offered by this registration  statement
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference into the registration statement and to
be part thereof from the date of filing of such documents.

Item 6. Indemnification of Directors and Officers.

     Section 55-2-02 of the North Carolina Business  Corporation Act (the "North
Carolina  Corporation Act") enables a North Carolina corporation in its articles
of incorporation to eliminate or limit,  with certain  exceptions,  the personal
liability of a director  for monetary  damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's  liability for
(i) acts or  omissions  that the  director  at the  time of the  breach  knew or
believed to be clearly in conflict with the best  interests of the  corporation,
(ii) improper  distributions  described in Section 55-8-33 of the North Carolina
Corporation  Act,  (iii) any  transaction  from  which the  director  derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the date
the  exculpatory   provision  became  effective.   The  Company's   Articles  of
Incorporation  limit the  personal  liability  of its  directors  to the fullest
extent permitted by the North Carolina Corporation Act.

     Sections  55-8-50  through  55-8-58 of the North Carolina  Corporation  Act
permit a corporation to indemnify its directors,  officers,  employees or agents
under  either or both a statutory  or  nonstatutory  scheme of  indemnification.
Under  the  statutory  scheme,  a  corporation  may,  with  certain  exceptions,
indemnify a director,  officer, employee or agent of the corporation who was, is
or is  threatened  to be made, a party to any  threatened,  pending or completed
legal action, suit or proceeding,  whether civil, criminal,  administrative,  or
investigative,  because of the fact that such  person was a  director,  officer,
agent or  employee  of the  corporation,  or is or was serving at the bequest of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation or enterprise.  This indemnity may include the obligation to pay any
judgment,  settlement,  penalty,  fine  (including  an excise tax assessed  with
respect  to an  employee  benefit  plan) and  reasonable  expenses  incurred  in
connection   with  a  proceeding   (including   counsel   fees),   but  no  such
indemnification may be granted unless such director,  officer, agent or employee
(i) conducted himself in good faith,

C-423747v02.02340.00081
(ii) reasonable believed (1) that any action taken in his official capacity
with the  corporation was in the best interest of the corporation or (2) that in
all other cases his conduct at least was not opposed to the  corporation's  best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe  his  conduct  was  unlawful.  Whether a  director  has met the
requisite standard of conduct for the type of indemnification set forth above is
determined  by the board of directors,  a committee of directors,  special legal
counsel or the  shareholders in accordance with Section  55-8-55.  A corporation
may not  indemnify a director  under the statutory  scheme in connection  with a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable to the corporation or in connection with a proceeding in which a
director  was  adjudged  liable  on the  basis of having  received  an  improper
personal benefit.

     In addition to, and  notwithstanding  the  conditions  and  limitations  on
indemnification  described above under the statutory scheme,  Section 55-8-57 of
the North Carolina  Corporation  Act permits a corporation to indemnify or agree
to  indemnify  any of its  directors,  officers,  employees  or  agents  against
liability and expenses (including  attorneys' fees) in any proceeding (including
proceedings  brought by or on behalf of the  corporation)  arising  out of their
status  as  such  or  their  activities  in  such  capacities,  except  for  any
liabilities or expenses incurred on account of activities that were, at the time
taken, known or believed by the person seeking  indemnification to be clearly in
conflict  with the best  interests  of the  corporation.  Because the  Company's
Bylaws provide for  indemnification  to the fullest extent  permitted  under the
North  Carolina  Corporation  Act,  the Company  may  indemnify  its  directors,
officers  and  employees  in  accordance   with  either  the  statutory  or  the
nonstatutory standard.

     Sections 55-8-52 and 55-8-56 of the North Carolina  Corporation Act require
a  corporation,  unless its  articles of  incorporation  provide  otherwise,  to
indemnify a director or officer who has been wholly  successful on the merits or
otherwise  in the defense of any  proceeding  to which such  director or officer
was, or was threatened to be made, a party. Unless prohibited by the articles of
incorporation,  a  director  or  officer  also may make  application  and obtain
court-ordered  indemnification  if the court  determines  that such  director or
officer is fairly and reasonably entitled to such indemnification as provided in
Section 55-8-54 and 55-8-56.

     Additionally,  Section  55-8-57  of  the  North  Carolina  Corporation  Act
authorizes a  corporation  to purchase  and  maintain  insurance on behalf of an
individual  who  is or  was a  director,  officer,  employee  or  agent  of  the
corporation against certain liabilities incurred by such persons, whether or not
the corporation is otherwise authorized by the North Carolina Corporation Act to
indemnify such party. The Company's directors and officers are currently covered
under the directors' and officers'  insurance policies maintained by the Company
that will indemnify such persons against certain  liabilities  arising from acts
or omissions in the discharge of their duties.  Such insurance  policies provide
$15  million  coverage  for  liabilities,   including  liabilities  for  alleged
violation of securities laws.

Item 8.  Exhibits.

Exhibit Number                 Description

4.1        Culp,  Inc.  Performance-Based  Option Plan  (incorporated  by
           reference to Exhibit 10(bb) of the Company's annual report on Form
           10-K for fiscal year April 30, 1995

C-423747v02.02340.00081
                                       -2-
4.2        Articles of Incorporation  of the Company  (incorporated by reference
           to Exhibit 3(i) of the  Company's  quarterly  report on Form 10-Q for
           the period ended January 29, 1995)

4.3        Bylaws of the Company  (incorporated  by reference to Exhibit 3(b) of
           the Company's annual report on Form 10-K for the year ended April 28,
           1991

5          Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to the
           validity of the shares being offered

24.1       Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)

24.2       Consent of KPMG Peat Marwick LLP

25.1       Power of Attorney of Robert G. Culp, III, dated April 29, 1997

25.2       Power of Attorney of Franklin N. Saxon, dated April 29, 1997

25.3       Power of Attorney of Howard L. Dunn, Jr., dated April 29, 1997

25.4       Power of Attorney of Harry R. Culp, dated April 29, 1997

25.5       Power of Attorney of Baxter P. Freeze, dated April 29, 1997

25.6       Power of Attorney of Earl M. Honeycutt, dated May 6, 1997

25.7       Power of Attorney of Patrick H. Norton, dated May 7, 1997

25.8       Power of Attorney of Earl N. Phillips, Jr., dated April 30, 1997

25.9       Power of Attorney of Bland W. Worley, dated April 29, 1997

Item 9.    Undertakings.

         The Company hereby undertakes as follows:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section 10(a)(3) of the Securities Act of 1933; and (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;  provided,  however,
the above  subparagraphs  (i) and (ii) shall not apply if the  information to be
included in a  post-effective  amendment by these  subparagraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 that are  incorporated by reference into the
registration statement;

     (2) For the purpose of determining  any liability  under the Securities Act
of 1933, each such post-effective amendment to this registration statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

     (3) The Company shall remove from registration by means of a post-effective
amendment  any of the  securities  being  registered  that remain  unsold at the
termination of the offering;

C-423747v02.02340.00081
                                       -3-
(4) For purposes of determining  any liability  under the Securities Act of
1933,  each filing of the Company's  annual report  pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company,  the Company has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in such Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

C-423747v02.02340.00081
                                       -4-
SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Company certifies that it
has reasonable  grounds to believe it meets all the  requirements  for filing on
Form S-8 and has duly caused  this  registration  statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of High Point,
State of North Carolina on May 21, 1997.

                     CULP, INC.

                     By:      /s/   Franklin N. Saxon
                                    Franklin N. Saxon
                                    Senior Vice President, Chief Financial
                                       Officer and Accounting Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

 Signature                 Title                                 Date

 ROBERT G. CULP, III*      Chairman of the Board of              May 21, 1997
 --------------------        Directors and Chief
  Robert G. Culp, III        Executive Officer

 /s/ FRANKLIN N. SAXON     Senior Vice President, Chief
 ---------------------       Financial and Accounting             May 21, 1997
  Franklin N. Saxon          Officer and Director

HOWARD L. DUNN, JR.*       President, Chief Operating
--------------------       Officer and Director                   May 21, 1997
  Howard L. Dunn, Jr.

HARRY R. CULP*             Director 
--------------                                                    May 21, 1997
 Harry R. Culp

BAXTER P. FREEZE*          Director
-----------------                                                 May 21, 1997
 Baxter P. Freeze

EARL M. HONEYCUTT*         Director
------------------                                                May 21, 1997
Earl M. Honeycutt

PATRICK H. NORTON*         Director
------------------                                                May 21, 1997
   Patrick H. Norton

EARL N. PHILLIPS, JR.*     Director
----------------------                                            May 21, 1997
   Earl N. Phillips

  BLAND W. WORLEY*         Director
  ----------------                                                May 21, 1997
   Bland W. Worley

*By:     /s/       FRANKLIN N. SAXON
----     -----------------------------------
        (Franklin N. Saxon, Attorney-in-Fact)

C-423747v02.02340.00081
EXHIBIT INDEX

Exhibit Number                        Description

4.1      Culp,  Inc.  Performance-Based  Option Plan  (incorporated  by
         reference to Exhibit 10(bb) to the Company's annual report on Form
         10-K for fiscal year ended April 30, 1995.

4.2      Articles of Incorporation of the Company  (incorporated by reference to
         Exhibit  3(i) to the  Company's  quarterly  report on Form 10-Q for the
         quarter ended January 29, 1995)

4.3      Bylaws of the Company (incorporated by reference to Exhibit 3(b) to the
         Company's annual report on Form 10-K for the year ended April 28.
         1991)

5        Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to the
         validity of the shares being offered

24.1     Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)

24.2     Consent of KPMG Peat Marwick LLP

25.1     Power of Attorney of Robert G. Culp, III, dated April 29, 1997

25.2     Power of Attorney of Franklin N. Saxon, dated April 29, 1997

25.3     Power of Attorney of Howard L. Dunn, Jr., dated April 29, 1997

25.4     Power of Attorney of Harry R. Culp, dated April 29, 1997

25.5     Power of Attorney of Baxter P. Freeze, dated April 29, 1997

25.6     Power of Attorney of Earl M. Honeycutt, dated May 6, 1997

25.7     Power of Attorney of Patrick H. Norton, dated May 7, 1997

25.8     Power of Attorney of Earl N. Phillips, Jr., dated April 30, 1997

25.9     Power of Attorney of Bland W. Worley, dated April 29, 1997

C-423747v02.02340.00081
--------------------------------------------------------------------------------
       THISDOCUMENT  CONSTITUTES PART OF A PROSPECTUS  COVERING  SECURITIES THAT
           HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
--------------------------------------------------------------------------------

                            DESCRIPTION OF CULP, INC.
                          PERFORMANCE-BASED OPTION PLAN

             This prospectus document is dated as of May 21, 1997.

     The shares of common stock of Culp,  Inc. (the  "Company")  covered by this
prospectus  document are offered by the Company in accordance with the Company's
Performance-Based  Option Plan (the "Plan"),  a copy of which is attached hereto
and made a part of this prospectus document.  The following is only a summary of
the Plan and is not intended to replace,  for disclosure  purposes,  the text of
the Plan, nor does it alter any rights granted under the Plan.

                               Summary of the Plan

     A.  General.  The  Plan  provides  for a  one-time  grant of  options  (the
"Options") to purchase shares of the Company's common stock,  $.05 par value per
share (the "Shares"),  to the Company's  officers and key senior  managers.  The
purpose of the Plan is to increase the incentive for  participants to contribute
to the Company's success and to reward them for those contributions. The Plan is
administered by the Compensation  Committee of the Company's Board of Directors,
which committee may delegate certain of its duties to selected committee members
or employees of the Company.

     The Compensation  Committee  granted all 128,000 options in June 1994 at an
exercise price of $.05 per share.

     The  Options  will  become  exercisable  on January 1, 2003  except  that a
certain level of earnings by the Company or an optionholder's death,  disability
or  retirement  after  reaching  the age of 65 will result in the Options  being
exercisable  earlier. The Options will expire three months after the termination
of employment of the holder unless such  termination  is for cause in which case
the Options will expire  immediately.  No Option may be exercised after December
31, 2003.

     The Plan may be amended,  altered or discontinued by the Company's Board of
Directors; however, no termination or amendment of the Plan shall materially and
adversely  affect  any  rights  or  obligations  of  the  holders  of an  Option
previously granted except with such holder's consent.

     Shares  issued upon  exercise of the Options will be original  issue Shares
and will not have been acquired by the Company in the open market. The number of
Shares  subject to the Options  will be equitably  adjusted by the  Compensation
Committee to reflect certain events such as a stock dividend or split and may be
adjusted  to  reflect  the  occurrence  of  certain   transactions   such  as  a
recapitalization, merger or reorganization.

     B. Grants.  Options  granted will not become  exercisable  until January 1,
2003,  except  that they will be  exercisable  earlier  as  follows:  (a) if the
Company's  reported  audited earnings over the 3-year period ending with the end
of the  Company's  fiscal year 1997  average a compound  growth rate of 17%, the
Options will become exercisable 5 business days after the Company makes a public
announcement of such earnings; and (b) if an option holder's employment with the
Company is terminated due to death,  disability or retirement after reaching the
age of 65, the Options will become immediately exercisable.

C-423975v01.02340.00081
The  payment  of the  exercise  price  shall  be in cash  or to the  extent
permitted by the Compensation  Committee,  in Shares. No Option may be exercised
after December 31, 2003.

     Options may not be  transferred  other than by will or  applicable  laws of
descent and distribution or pursuant to a qualified domestic relations order.

     The Options  will expire and are no longer  exercisable  three months after
the termination of an Optionee's  employment  unless for cause in which case the
Options will expire immediately.

     C. Administration.  The Plan is administered by the Compensation  Committee
of the  Company's  Board  of  Directors  composed  solely  of  members  who  are
"disinterested   persons"  (persons  not  eligible  to  receive  Options).   The
Compensation Committee has complete authority to: (a) determine the officers and
key senior managers who will receive  Options,  and other terms of such Options,
subject  to the  terms of the  Plan;  (b) make and  amend  rules  governing  the
administration  of the Plan;  (c)  construe  and  interpret  the Plan;  (d) take
actions necessary to keep the Plan in compliance with securities,  tax and other
laws;  and (e) to make other  necessary  determinations  in connection  with the
administration of the Plan.

     The  Compensation  Committee may designate  selected  committee  members or
certain  employees  of the  company  to assist  its Board of  Directors  or such
committee  in the  administration  of the Plan and may grant  authority  to such
persons to execute  documents,  including  Options,  on behalf of the Committee,
subject to the  requirements  of Section 16 of the  Securities  Exchange  Act of
1934, and the rules and regulations  promulgated  thereunder ("Section 16"). The
Plan  provides that no member of the  Compensation  Committee or employee of the
Company  assisting  the Board of  Directors  or the  Compensation  Committee  in
connection  with the Plan shall be liable for any action taken or  determination
made in good faith.

     D. Certain Federal Income Tax Consequences; Section 16; Rule 144(e).

     (i) Taxes.  The  following  discussion  is a brief summary of the principal
United States federal income tax  consequences  under current federal income tax
laws relating to Options awarded under the Plan. This summary is not intended to
be exhaustive and, among other things, does not describe state, local or foreign
income and other tax consequences.

     An optionee  will not  recognize  any  taxable  income upon the grant of an
Option,  and the Company will not be entitled to a tax deduction with respect to
such grant.  Upon exercise of an Option,  the excess of the fair market value of
the Shares received on the exercise date over the exercise price for such Shares
will be taxable as compensation income to the optionee.  Subject to the optionee
including  such  excess  amount in income or the Company  satisfying  applicable
reporting requirements, the Company should be entitled to a tax deduction in the
amount of such  compensation  income.  The  optionee's  tax basis for the Shares
received pursuant to such exercise will equal the sum of the compensation income
recognized and the exercise price.

     In the event of a sale of Shares  received  upon the exercise of an Option,
any appreciation or depreciation after the exercise date generally will be taxed
as capital gain or loss and will be long-term gain or loss if the holding period
for such stock was more than one year.

     Under certain circumstances, the accelerated vesting or exercise of Options
in connection with a change of control of the Company might be deemed an "excess
parachute  payment"  for  purposes of the golden  parachute  tax  provisions  of
section 280G of the Internal Revenue Code. To the extent it is so

C-423975v01.02340.00081
                                       -2-
considered, the optionee may be subject to a 20% excise tax and the Company
may be denied a tax deduction.

     (ii)  Section  16.  Section 16 applies to the  Options  and the  underlying
Shares  subject to the  Options.  Section 16 requires  officers,  directors  and
more-than-10%  owners of the  Company's  Shares to  disgorge  to the Company any
profits result from the nonexempt  purchase and sale, or vice- versa,  of shares
of Common Stock within a six-month period.  Section 16 also requires such person
to comply with certain reporting  guidelines with respect to the Options and the
underlying Shares.

     (iii) Rule 144(e). The Shares issued upon the exercise of Options have been
registered  under  the  Securities  Act of 1933 on Form S-8.  Optionees  who are
deemed  "affiliates"  under the 1933 Act and who desire to transfer  such shares
will be subject to the volume  limitations under Rule 144(e)  promulgated by the
Securities and Exchange Commission under the Securities Act of 1933.

     The Company  recommends  that all holders of the Options obtain advice from
their own tax advisors or consultants or legal counsel prior to disposing of any
Shares acquired under the Plan.

     E.  ERISA.  As of the date  hereof,  the Plan is not  subject to any of the
provisions of the Employee Retirement Income Security Act of 1974, as amended.

     F. Information.  Participants in the Plan may obtain additional information
about the Plan and its  administrators  or obtain  additional  copies of (i) the
Plan; (ii) this description of the Plan, or any similar documents describing the
Plan or any changes or  amendments  thereto;  (iii) the  Company's  registration
statement on Form S-8 filed with the  Securities  and Exchange  Commission  with
respect to the Plan; (iv) the Company's registration statement on Form 8-A filed
with the Securities and Exchange Commission (SEC Registration No. 1-12597);  and
(v) all documents  subsequently  filed by the Company pursuant to Section 13(a),
13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934  (the  documents
described in clauses (iii) - (v) above being incorporated  herein by reference),
without  charge and upon  written or oral  request,  by  contacting  Franklin N.
Saxon, Culp, Inc., 101 South Main Street,  High Point, North Carolina 27261-2686
(phone (910) 889-5161).

C-423975v01.02340.00081
                                       -3-
Henry H. Ralston
     (704) 377-8355

                                                   May 16, 1997

Culp, Inc.
101 South Main Street
High Point, North Carolina  27261
Attention:  Franklin N. Saxon

     Re:  Registration  Statement  on Form S-8 of Culp,  Inc.  Performance-Based
     Option Plan

Ladies and Gentlemen:

     We have served as counsel to Culp, Inc., a North Carolina  corporation (the
"Company"),  in connection with the preparation by the Company of a registration
statement  on Form  S-8  (the  "Registration  Statement")  for  filing  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offer and sale of up to 128,000  shares of the Company's  common
stock,  $.05 par value per share (the  "Shares"),  to be issued  pursuant to the
Company's  Performance-Based  Option Plan (the "Plan"),  and the related options
granted thereunder.

     We have  examined  the  Articles  of  Incorporation  and the  bylaws of the
Company  (collectively,  the "Charter and Bylaws"),  all  corporate  proceedings
relating to the  authorization,  issuance and sale of the Shares, and such other
documents  and  records  as we have  deemed  necessary  in order to enable us to
render this opinion.  In rendering the opinion set forth in paragraph (i) below,
we have relied solely upon a certificate of existence issued by the Secretary of
State of North Carolina on January 30, 1997.

     Based upon the foregoing, and subject to the conditions set forth below, we
are of the opinion that Shares,  when issued and sold by the Company pursuant to
the terms and  conditions of the Plan,  will be legally  issued,  fully paid and
non-assessable.

     We have assumed that the Company and those  officers and employees that may
receive  options to purchase  Shares under the Plan will have  complied with the
relevant  requirements  of  the  Plan  and  that  all  prescribed  filings  with
regulatory authorities,  including any stock exchanges having jurisdiction, will
be  effected  in  accordance  with their  respective  requirements  and that the
approvals of such regulatory  authorities,  including any stock exchanges having
jurisdiction, will have been granted prior to the issuance of any of the Shares.

C-425515v01.02340.00081
Culp, Inc.
May 16, 1997
Page 2
-------------------------

     The  opinions   expressed  herein  are  contingent  upon  the  Registration
Statement,  as amended,  becoming effective under the Securities Act of 1933 and
the Charter and Bylaws not being  further  amended  prior to the issuance of the
Shares.

     We hereby  consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.

                                            Very truly yours,

                                            ROBINSON, BRADSHAW & HINSON, P.A.

                                            Henry H. Ralston

HHR

C-425515v01.02340.00081
The Board of Directors
Culp, Inc.:

     We consent to  incorporation  by  reference in the  registration  statement
(No.333-____)  on Form S-8 of Culp,  Inc.  of our  report  dated  May 29,  1996,
relating to the  consolidated  balance sheets of Culp, Inc. and subsidiary as of
April 28, 1996 and April 30, 1995,  and the related  consolidated  statements of
income,  shareholders'  equity,  and cash  flows  for  each of the  years in the
three-year  period ended April 28, 1996 which report  appears in the 1996 Annual
Report to  Shareholders,  which is  incorporated by reference into the April 28,
1996 Form 10-K of Culp, Inc.

                                                          KPMG Peat Marwick LLP

Greensboro, North Carolina
May 21, 1997
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 29th day of April, 1997.

                                            /s/ Robert G. Culp, III 
                                            -----------------------------------
                                            Robert G. Culp, III

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 29th day of April, 1997.

                                            /s/ Franklin N. Saxon
                                            -----------------------------------
                                            Franklin N. Saxon

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 29th day of April, 1997.

                                            /s/ Howard L. Dunn, Jr.
                                            -----------------------------------
                                            Howard L. Dunn, Jr.

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 29th day of April, 1997.

                                            /s/ Harry R. Culp 
                                            -----------------------------------
                                            Harry R. Culp

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 29th  day of April, 1997.

                                             /s/ Baxter P. Freeze
                                             -----------------------------------
                                             Baxter P. Freeze

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 6th day of May, 1997.

                                            /s/ Earl M. Honeycutt 
                                            -----------------------------------
                                            Earl M. Honeycutt

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 7th day of May, 1997.

                                               /s/ Patrick H. Norton   
                                               --------------------------------
                                               Patrick H. Norton

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 30th day of April, 1997.

                                            /s/ Earl N Phillips, Jr. 
                                            -----------------------------------
                                            Earl N. Phillips, Jr.

C-423385v01.02340.00081
POWER OF ATTORNEY

     THE  UNDERSIGNED  director of Culp,  Inc. (the  "Company")  hereby appoints
Robert G. Culp,  III,  Franklin N. Saxon and Stephen T. Hancock and each of them
singly, as the undersigned's lawful agent and attorney-in-fact,  with full power
of  substitution  and  resubstitution,  for and on behalf and in the name of the
undersigned,  to execute and file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on  Form  S-8  pursuant  to the
Securities  Act of 1933, as amended (the "Act"),  for the purpose of registering
128,000 shares of the Company's common stock,  $.05 par value per share, and the
related options granted under the Company's  Performance-Based  Option Plan (the
"Plan"), and any and all amendments,  including post-effective  amendments,  and
exhibits to such registration  statement,  and any and all applications or other
documents  to be filed  with the  Commission  or  otherwise  pertaining  to such
registration  statement or amendments,  with full power and authority to take or
cause to be taken all  other  actions  that in the  judgment  of such  appointed
person(s) may be necessary or appropriate to effect the  registration  under the
Act of such shares and options.

         EXECUTED on the 29th day of April, 1997.

                                            /s/ Bland W. Worley 
                                            -----------------------------------
                                            Bland W. Worley

C-423385v01.02340.00081