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
                             Post Office Box 2686
                    High Point, North Carolina 27261-2686
                  (Address of principal executive officers)
                             ___________________

                                  Culp, Inc.
                      1997 Performance-Based Option Plan
                           (Full title of the plan)
                             ___________________

                              PHILLIP W. WILSON
                  Vice President and Chief Financial Officer
                                  Culp, Inc.
                            101 South Main Street
                             Post Office Box 2686
                    High Point, North Carolina 27261-2686
                   (Name and address of agent for service)
                                (336) 889-5161
        (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                    Proposed maximum  Proposed maximum
  Title of securities                 Amount to be   offering price   aggregate offering     Amount of
    to be registered                   registered        per unit         price           registration fee
==========================================================================================================
<S>                                     <C>               <C>             <C>                   <C>
Common Stock, $.05 par value            106,000(1)        $3.56(2)        $377,360(2)           $94.34
(including options under the Culp,
Inc. 1997 Performance-Based Option
Plan and including associated rights to
purchase Series A Participating
Preferred Stock) (3)
==========================================================================================================

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended,  this
      registration  statement  also  relates  to an  indeterminate  number  of
      additional  shares of common stock  issuable  with respect to the shares
      registered  hereunder in the event of a stock split,  stock  dividend or
      other similar transaction.
(2)   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 April  18,  2001 as  reported  on the New York  Stock
      Exchange.
(3)   Each share of Common  Stock of the  Company  has one  attached  right to
      purchase  Series  A  Participating  Preferred  Stock  under  the  Rights
      Agreement,  dated as of October 8, 1999 between Culp, Inc. and Equiserve
      Trust Company, N.A., as Rights Agent.
==========================================================================================================
</TABLE>
<PAGE>
                     PART II INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following   documents   filed  with  the  Securities  and  Exchange
Commission by Culp,  Inc. (the  "Company") are  incorporated by reference into
this registration statement:

      (a)   The  Company's  Annual  Report  on Form 10-K for the  fiscal  year
ended April 30, 2000, as amended;

      (b)   All other reports filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act")  since the end of its
latest fiscal year, as amended; and

      (c)   The  description  of the  Common  Stock,  par value $.05 per share
("Common  Stock")  of the  Company  set  forth in the  Company's  registration
statements  filed pursuant to Section 12 of the Exchange Act and any amendment
or report filed for the purpose of updating such descriptions.

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

      Any statement  contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be deemed to be  modified or
superseded  for purposes of this  Registration  Statement to the extent that a
statement  contained herein or in any other subsequently filed document (which
also is or is deemed to be  incorporated  by  reference  herein)  modifies  or
supersedes  such  statement.  Any such  statement  so modified  or  superseded
shall not be deemed,  except as so modified or  superseded,  to  constitute  a
part of this Registration Statement.


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 request 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,
(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 of the North Carolina  Corporation  Act. 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 because he is
or was a director  or officer of the  corporation.  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 of the North Carolina  Corporation
Act.

      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.

Item 8.  Exhibits.

   Exhibit Number                            Description
         4.1          Culp, Inc. 1997 Performance-Based Option Plan

         4.2          Articles  of  Incorporation  of the  Company,  as amended
                      (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          Articles  of  Amendment,  dated  October 5, 1999,  to the
                      Company's  Articles  of  Incorporation  (incorporated  by
                      reference to Exhibit  3(iii) of the  Company's  Quarterly
                      Report on Form10-Q for the period ended October 31, 1999)

         4.4          Restated and Amended  Bylaws of the  Company,  as amended
                      (incorporated   by  reference  to  Exhibit  3(b)  of  the
                      Company's  Annual Report on Form 10-K for the fiscal year
                      ended April 28, 1991)

         4.5          Rights Agreement,  dated as of October 18, 1999,  between
                      the Company and Equiserve Trust Company,  N.A., as Rights
                      Agent,  including the form of Articles of Amendment  with
                      respect to the  Series A  Participating  Preferred  Stock
                      included as Exhibit A to the Rights Agreement,  the forms
                      of  Rights  Certificate  included  as  Exhibit  B to  the
                      Rights  Agreement,  and the  form of  Summary  of  Rights
                      included   as   Exhibit   C  to  the   Rights   Agreement
                      (incorporated   by  reference  to  Exhibit  99.1  to  the
                      Company's Form 8-K dated October 12, 1999)

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

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

        23.2          Consent of KPMG LLP

        24.1          Power of Attorney of Robert T. Davis,  dated February 27,
                      2001

        24.2          Power of  Attorney  of H. Bruce  English,  dated March 7,
                      2001

        24.3          Power of Attorney of Patrick B.  Flavin,  dated March 19,
                      2001

        24.4          Power of Attorney of Patrick H.  Norton,  dated  February
                      26, 2001

        24.5          Power of Attorney of Earl N.  Phillips,  Jr., dated March
                      1, 2001

        24.6          Power of Attorney  of Judith C.  Walker,  dated  February
                      26, 2001


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 to include
any  material  information  with  respect  to the  plan  of  distribution  not
previously  disclosed in the registration  statement or any material change to
such information in the registration statement.

      (2)   That,  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)   To  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;

      (4)   That,  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 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  Securities Act of 1933 and will be
governed by the final adjudication of such issue.


<PAGE>

                                  SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, the Company
certifies that it has  reasonable  grounds to believe that it meets all of 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 this 19 day
of April, 2001.

                                    CULP, INC.

                                    By:   /s/ ROBERT G. CULP, III
                                          Robert G. Culp, III
                                          Chairman of the Board of Directors
                                          and Chief Executive 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
       /s/ ROBERT G. CULP, III        Chairman of the Board of  April 19, 2001
------------------------------------- Directors and Chief
         Robert G. Culp, III          Executive Officer

       /s/ HOWARD L. DUNN, JR.        President, Chief          April 19, 2001
------------------------------------- Operating Officer and
         Howard L. Dunn, Jr.          Director

        /s/ FRANKLIN N. SAXON         Senior Vice President,    April 19, 2001
------------------------------------- President of the Culp
          Franklin N. Saxon           Velvets/Prints Division
                                      and Director

        /s/ PHILLIP W. WILSON         Vice President and Chief  April 19, 2001
------------------------------------- Financial Officer
          Phillip W. Wilson           (Principal Financial and
                                      Accounting Officer)

        /s/ ROBERT T. DAVIS*          Director                  April 19, 2001
-------------------------------------
           Robert T. Davis

        /s/ H. BRUCE ENGLISH*         Director                  April 19, 2001
-------------------------------------
          H. Bruce English

       /s/ PATRICK B. FLAVIN*         Director                  April 19, 2001
-------------------------------------
          Patrick B. Flavin

       /s/ PATRICK H. NORTON*         Director                  April 19, 2001
-------------------------------------
          Patrick H. Norton

     /s/ EARL N. PHILLIPS, JR.*       Director                  April 19, 2001
-------------------------------------
          Earl N. Phillips

        /s/ JUDITH C. WALKER*         Director                  April 19, 2001
-------------------------------------
          Judith C. Walker

*By:  /s/ PHILLIP W. WILSON
     (Phillip W. Wilson, Attorney-in-Fact)



<PAGE>


                                EXHIBIT INDEX

   Exhibit Number                            Description
         4.1          Culp, Inc. 1997 Performance-Based Option Plan

         4.2          Articles  of  Incorporation  of the  Company,  as amended
                      (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          Articles  of  Amendment,  dated  October 5, 1999,  to the
                      Company's  Articles  of  Incorporation  (incorporated  by
                      reference to Exhibit  3(iii) of the  Company's  Quarterly
                      Report on Form10-Q for the period ended October 31, 1999)

         4.4          Restated and Amended  Bylaws of the  Company,  as amended
                      (incorporated   by  reference  to  Exhibit  3(b)  of  the
                      Company's  Annual Report on Form 10-K for the fiscal year
                      ended April 28, 1991)

         4.5          Rights Agreement,  dated as of October 18, 1999,  between
                      the Company and Equiserve Trust Company,  N.A., as Rights
                      Agent,  including the form of Articles of Amendment  with
                      respect to the  Series A  Participating  Preferred  Stock
                      included as Exhibit A to the Rights Agreement,  the forms
                      of  Rights  Certificate  included  as  Exhibit  B to  the
                      Rights  Agreement,  and the  form of  Summary  of  Rights
                      included   as   Exhibit   C  to  the   Rights   Agreement
                      (incorporated   by  reference  to  Exhibit  99.1  to  the
                      Company's Form 8-K dated October 12, 1999)

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

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

        23.2          Consent of KPMG LLP

        24.1          Power of Attorney of Robert T. Davis,  dated February 27,
                      2001

        24.2          Power of  Attorney  of H. Bruce  English,  dated March 7,
                      2001

        24.3          Power of Attorney of Patrick B.  Flavin,  dated March 19,
                      2001

        24.4          Power of Attorney of Patrick H.  Norton,  dated  February
                      26, 2001

        24.5          Power of Attorney of Earl N.  Phillips,  Jr., dated March
                      1, 2001

        24.6          Power of Attorney  of Judith C.  Walker,  dated  February
                      26, 2001
<PAGE>

                                                                   Exhibit 4.1

                                  CULP, INC.

                      1997 PERFORMANCE-BASED OPTION PLAN

      1.     Purpose  of Plan.  The 1997  Performance-Based  Option  Plan (the
"Plan") is intended to increase the incentive for  participants  to contribute
to the success of Culp, Inc. and its subsidiaries  ("Culp") and to reward them
for their contribution to that success.

      2.     Shares Subject to Plan. The options  granted under this Plan will
be options  to  acquire  shares of Culp's  common  stock  $.05 par value.  The
maximum number of shares that may be issued pursuant to this Plan is 106,000.

      3.     Administration   of  Plan.   The   Compensation   Committee  (the
"Committee") of Culp's Board of Directors will administer the Plan.  Except to
the  extent  permitted  under  Rule  16b-3  promulgated  under the  Securities
Exchange Act of 1934,  during the year prior to commencement of service on the
Committee,  the Committee  members will not have  participated  in or received
securities  under,  and while  serving  and for one year after  serving on the
Committee,  such members shall not receive securities under or be eligible for
selection  as  persons  to whom  shares  may be  transferred  or to whom stock
options  may be granted  under,  the Plan or any other  discretionary  plan of
Culp (or an  affiliate  of Culp)  under  which  participants  are  entitled to
acquire  shares,  stock  options or stock  appreciation  rights of Culp (or an
affiliate of Culp).

      The Committee,  in addition to any other powers granted to it hereunder,
shall have the powers, subject to the expressed provisions of the Plan:

            (a)    in its discretion,  to determine the Employees  (defined in
      Section 4(a) hereof) to receive  options,  the times when options  shall
      be  granted,  the times when  options  may be  exercised,  the number of
      shares  to be  subject  to  each  option,  and any  restrictions  on the
      transfer or ownership of shares purchased pursuant to an option;

            (b)    to  prescribe,  amend and repeal rules and  regulations  of
      general application relating to the Plan;

            (c)    to construe and interpret the Plan;

            (d)    to  require  of any  person  exercising  an option  granted
      under the  Plan,  at the time of such  exercise,  the  execution  of any
      paper or    making  or  any   representation   or  the   giving  of  any
      commitment that the Committee  shall, in its discretion,  deem necessary
      or advisable by reason of the  securities  laws of the United  States or
      any State,  or the  execution  of any paper or the payment of any sum of
      money in  respect  of taxes or the  undertaking  to pay or have paid any
      such sum that the Committee shall, in its discretion,  deem necessary by
      reason  of  the  Internal   Revenue  Code  or  any  rule  or  regulation
      thereunder, or by reason of the tax laws of any State;

            (e)    to amend stock options  previously granted and outstanding,
      but no  amendment  to any  such  agreement  shall  be made  without  the
      consent of the optionee if such  amendment  would  adversely  affect the
      rights  of  the  optionee  under  his  stock  option  agreement;  and no
      amendment  shall be made to any stock option  agreement that would cause
      the  inclusion  therein of any term or provision  inconsistent  with the
      Plan; and

            (f)    to make all other  determinations  necessary  or  advisable
      for the  administration  of the Plan.  Determinations  of the  Committee
      with  respect  to the  matters  referred  to in this  section  shall  be
      conclusive and binding on all persons eligible to participate  under the
      Plan and their legal  representatives  and beneficiaries.  The Committee
      shall have full  authority to act with respect to the  participation  of
      any  Employee,  and  nothing  in the Plan  shall be  construed  to be in
      derogation of such authority.

      The Committee may designate  selected  Committee members or employees of
Culp to assist the 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 in each such case to the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended.

      Decisions and  determinations  of the Committee on all matters  relating
to the Plan  shall be in its  sole  discretion  and  shall be  conclusive.  No
member of the  Committee,  nor any person  authorized  to act on behalf of the
Committee,  shall be liable  for any  action  taken or  decision  made in good
faith relating to the Plan or any award thereunder.

      1.     Grant of Option to Employees.

            (a)    Employees  to Whom  Options May Be Granted.  The  Committee
      may grant an option to any  employee of Culp who is a corporate  officer
      or who is determined by the Committee to be a key manager  ("Employee").
      In determining which Employees will be granted an option,  the Committee
      shall consider the duties of the Employees,  their present and potential
      contributions  to the  success of Culp,  and such  other  factors as the
      Committee deems relevant in connection with  accomplishing  the purposes
      of the Plan.

            (b)    Number of Shares.  The  Committee  may grant to an Employee
      an option to purchase such number of shares as the Committee may chose.

            (c)    Exercise  Price.  The  exercise  price with respect to each
      option granted hereunder will be $1.00 per share.

            (d)    Date of Grants:  Term of  Options.  By April 1,  1997,  the
      Committee will grant to Employees  hereunder options to purchase 106,000
      shares,  all of which options will be on the terms specified on Schedule
      4(d) attached hereto.

      1.     Exercise.  An option  granted  hereunder  may be  exercised as to
part or all of the shares covered thereby.  During the participant's lifetime,
only the  participant  or his legal guardian may exercise an option granted to
the  participant.  If a participant  dies prior to the  expiration  date of an
option granted to him,  without  having  exercised his option as to all of the
shares covered thereby,  the option may be exercised by the estate or a person
who acquired the right to exercise the option by bequest or  inheritance or by
reason of the death of the Employee.

      2.     Payment of Exercise  Price.  The  exercise  price will be payable
upon exercise of the option to purchase shares.  Payment of the exercise price
shall be made in cash or, to the extent  permitted by the Committee and as set
forth in the  Memorandum of Option,  with shares of Culp common stock,  valued
at the fair market value on the date of exercise,  delivered to or withheld by
Culp at the time of exercise.

      3.     Transferability.  No option granted  hereunder may be transferred
by the participant  except by will or by the laws of descent and distribution,
upon the death of the participant.

      4.     Memorandum  of  Option.   The  Committee  will  deliver  to  each
participant  to whom an option is granted a Memorandum of Option,  stating the
terms of the option.

      5.     Capital  Adjustments.  The  number  of  shares  of  common  stock
covered by each  outstanding  option  granted  under the Plan,  and the option
price thereof, will be subject to an appropriate and equitable adjustment,  as
determined by the  Committee,  to reflect any stock  dividend,  stock split or
share  combination,  and will be subject to such  adjustment  as the Committee
may deem  appropriate  to reflect any  exchange  of shares,  recapitalization,
merger, consolidation,  separation,  reorganization,  liquidation or the like,
of or by Culp.

      6.     Amendment or Discontinuance.  The Plan may be amended, altered or
discontinued  by the Board of Directors of Culp. No  termination  or amendment
of the Plan shall  materially  and adversely  affect any rights or obligations
of the holder of an option  theretofore  granted  under the Plan  without  his
consent.

      7.     Effect of the Plan.  Neither  the  adoption  of this Plan nor any
action of the Board or the  Committee  shall be deemed to give any  person any
right to be granted an option to  purchase  common  stock of Culp or any other
rights  hereunder  except as may be  expressly  granted by the  Committee  and
evidenced by a Memorandum of Option described in Section 8.

      8.     Effectiveness of the Plan: Duration.  The Plan shall be effective
upon the approval of the Plan by the Board of Directors of Culp,  but the Plan
shall be subject to  approval  by the vote of the holders of a majority of the
shares of stock of Culp entitled to vote.  The  Committee  shall grant options
as  contemplated  in  Section  4(d)  before  submission  of  the  Plan  to the
shareholders  for their approval,  but if such approval is not obtained within
twelve months of the approval by the Board of  Directors,  then the Plan shall
terminate  and any options  theretofore  granted shall be void. No options may
be  granted  under this Plan  except the  initial  grants as  contemplated  in
Section 4(d).

<PAGE>
                                   Schedule 4(d)

      1.  Vesting  /Exercisability.  Except as  provided  below,  the  options
would not become exercisable until January 1 , 2006.

         (a)       Earnings.  If the Company's  reported  audited earnings for
   any fiscal  year 1997  through  1999 equal or exceed  $1.50 per share,  the
   options  would  become  exercisable  five  business  days after the Company
   makes a public  announcement  of such earnings.  (The Committee  would have
   the discretion to determine  appropriate treatment for extraordinary items,
   accounting  changes or substantial  changes  (including  additional  equity
   offerings) to the Company's capital structure.)

         (b)       Death,   Disability,    Retirement.   If   the   employee's
   employment  terminates on account of death,  disability or retirement after
   reaching age 65, his options will become immediately exercisable.

         (c)       Limitations  on  Exercise.  Before  the holder of an option
   granted  pursuant to this plan may exercise  such option,  such holder must
   first  provide  five  (5)  business  days  notice  to Culp of the  holder's
   intention  to make  such  exercise,  including  the  number of shares as to
   which the holder  intends to  exercise an option and the  proposed  date of
   the exercise.  Upon receiving such notice,  Culp will make a  determination
   of  the  amount  of  applicable   employee   remuneration   that  would  be
   attributable  to the holder  upon such  exercise  under the  provisions  of
   Section  162(m) of the Internal  Revenue  Code of 1986,  as amended (or any
   successor  provision)  ("Section  162(m)").  If the  amount  of  applicable
   employee remuneration  attributable to the holder under Section 162(m) upon
   the  proposed  exercise,   together  with  all  other  applicable  employee
   remuneration  attributable  to the  holder for Culp's tax year in which the
   exercise is proposed to be made, exceeds the amount of applicable  employee
   remuneration  attributable  to the holder that would be  deductible by Culp
   under the provisions of Section  162(m),  then Culp will notify the holder,
   on or before  the  proposed  date of  exercise  specified  in the  holder's
   notice,  of the  maximum  number  of  shares  as to which  the  holder  may
   exercise  an  option  and not  exceed  the  amount of  applicable  employee
   remuneration  that would be deductible by Culp under  Section  162(m),  and
   the holder's  exercise shall be limited to an exercise with respect to such
   maximum number of shares.  Further,  if after the exercise of options under
   the plan the maximum amount of deductible  applicable employee remuneration
   (as determined  under Section 162(m)) has been received by or attributed to
   the holder of such  options  for Culp's  current  tax year,  then any other
   applicable employee  remuneration payable or to be paid during the same tax
   year by Culp to such holder pursuant to any agreement,  plan or arrangement
   will not be paid to the holder  during such tax year,  but will be deferred
   and paid to such holder during the period  beginning three months after the
   beginning  of Culp's  following  tax year and ending four months  after the
   beginning  of such tax year.  It is the  intention of these  provisions  to
   limit the amount of shares as to which a holder of options  under this plan
   may  exercise  options in any tax year to an amount that,  when  considered
   together  with all other  compensation  received  by the  holder  from Culp
   during such year, will not cause any  compensation to be paid or attributed
   to such holder to be  nondeductible  to Culp  pursuant to the  provision of
   Section 162(m).

      1.  Duration  of  Options.  Once the options  become  exercisable,  they
remain  exercisable until December 31, 2006;  provided,  however,  that if the
holder of options  hereunder is prevented from  exercising  options because of
the provisions of paragraph  1(c) above,  the period during which such options
may be  exercised  shall be extended by such period of time as is necessary to
allow the holder to exercise all such  options in  compliance  with  paragraph
1(c),  except  that in no case  will  any  options  remain  exercisable  after
December 31, 2011.

      2.  Forfeiture/  Early   Termination  of  Options.   If  the  employee's
employment  is  terminated  for cause,  the option  expires upon  termination;
otherwise,   the  option  expires  three  (3)  months  after   termination  of
employment.
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{"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": "333-59514", "film-number": "1610648"}, "business-address": {"street1": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27260", "phone": "3368895161"}, "mail-address": {"street1": "P O BOX 2686", "street2": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261"}}
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
                             Post Office Box 2686
                    High Point, North Carolina 27261-2686
                  (Address of principal executive officers)
                             ___________________

                                  Culp, Inc.
                      1997 Performance-Based Option Plan
                           (Full title of the plan)
                             ___________________

                              PHILLIP W. WILSON
                  Vice President and Chief Financial Officer
                                  Culp, Inc.
                            101 South Main Street
                             Post Office Box 2686
                    High Point, North Carolina 27261-2686
                   (Name and address of agent for service)
                                (336) 889-5161
        (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                    Proposed maximum  Proposed maximum
  Title of securities                 Amount to be   offering price   aggregate offering     Amount of
    to be registered                   registered        per unit         price           registration fee
==========================================================================================================
Common Stock, $.05 par value            106,000(1)        $3.56(2)        $377,360(2)           $94.34
(including options under the Culp,
Inc. 1997 Performance-Based Option
Plan and including associated rights to
purchase Series A Participating
Preferred Stock) (3)
==========================================================================================================

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended,  this
      registration  statement  also  relates  to an  indeterminate  number  of
      additional  shares of common stock  issuable  with respect to the shares
      registered  hereunder in the event of a stock split,  stock  dividend or
      other similar transaction.
(2)   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 April  18,  2001 as  reported  on the New York  Stock
      Exchange.
(3)   Each share of Common  Stock of the  Company  has one  attached  right to
      purchase  Series  A  Participating  Preferred  Stock  under  the  Rights
      Agreement,  dated as of October 8, 1999 between Culp, Inc. and Equiserve
      Trust Company, N.A., as Rights Agent.
==========================================================================================================
PART II INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following   documents   filed  with  the  Securities  and  Exchange
Commission by Culp,  Inc. (the  "Company") are  incorporated by reference into
this registration statement:

      (a)   The  Company's  Annual  Report  on Form 10-K for the  fiscal  year
ended April 30, 2000, as amended;

      (b)   All other reports filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act")  since the end of its
latest fiscal year, as amended; and

      (c)   The  description  of the  Common  Stock,  par value $.05 per share
("Common  Stock")  of the  Company  set  forth in the  Company's  registration
statements  filed pursuant to Section 12 of the Exchange Act and any amendment
or report filed for the purpose of updating such descriptions.

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

      Any statement  contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be deemed to be  modified or
superseded  for purposes of this  Registration  Statement to the extent that a
statement  contained herein or in any other subsequently filed document (which
also is or is deemed to be  incorporated  by  reference  herein)  modifies  or
supersedes  such  statement.  Any such  statement  so modified  or  superseded
shall not be deemed,  except as so modified or  superseded,  to  constitute  a
part of this Registration Statement.

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 request 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,
(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 of the North Carolina  Corporation  Act. 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 because he is
or was a director  or officer of the  corporation.  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 of the North Carolina  Corporation
Act.

      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.

Item 8.  Exhibits.

   Exhibit Number                            Description
         4.1          Culp, Inc. 1997 Performance-Based Option Plan

         4.2          Articles  of  Incorporation  of the  Company,  as amended
                      (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          Articles  of  Amendment,  dated  October 5, 1999,  to the
                      Company's  Articles  of  Incorporation  (incorporated  by
                      reference to Exhibit  3(iii) of the  Company's  Quarterly
                      Report on Form10-Q for the period ended October 31, 1999)

         4.4          Restated and Amended  Bylaws of the  Company,  as amended
                      (incorporated   by  reference  to  Exhibit  3(b)  of  the
                      Company's  Annual Report on Form 10-K for the fiscal year
                      ended April 28, 1991)

         4.5          Rights Agreement,  dated as of October 18, 1999,  between
                      the Company and Equiserve Trust Company,  N.A., as Rights
                      Agent,  including the form of Articles of Amendment  with
                      respect to the  Series A  Participating  Preferred  Stock
                      included as Exhibit A to the Rights Agreement,  the forms
                      of  Rights  Certificate  included  as  Exhibit  B to  the
                      Rights  Agreement,  and the  form of  Summary  of  Rights
                      included   as   Exhibit   C  to  the   Rights   Agreement
                      (incorporated   by  reference  to  Exhibit  99.1  to  the
                      Company's Form 8-K dated October 12, 1999)

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

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

        23.2          Consent of KPMG LLP

        24.1          Power of Attorney of Robert T. Davis,  dated February 27,
                      2001

        24.2          Power of  Attorney  of H. Bruce  English,  dated March 7,
                      2001

        24.3          Power of Attorney of Patrick B.  Flavin,  dated March 19,
                      2001

        24.4          Power of Attorney of Patrick H.  Norton,  dated  February
                      26, 2001

        24.5          Power of Attorney of Earl N.  Phillips,  Jr., dated March
                      1, 2001

        24.6          Power of Attorney  of Judith C.  Walker,  dated  February
                      26, 2001

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 to include
any  material  information  with  respect  to the  plan  of  distribution  not
previously  disclosed in the registration  statement or any material change to
such information in the registration statement.

      (2)   That,  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)   To  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;

      (4)   That,  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 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  Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, the Company
certifies that it has  reasonable  grounds to believe that it meets all of 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 this 19 day
of April, 2001.

                                    CULP, INC.

                                    By:   /s/ ROBERT G. CULP, III
                                          Robert G. Culp, III
                                          Chairman of the Board of Directors
                                          and Chief Executive 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
       /s/ ROBERT G. CULP, III        Chairman of the Board of  April 19, 2001
------------------------------------- Directors and Chief
         Robert G. Culp, III          Executive Officer

       /s/ HOWARD L. DUNN, JR.        President, Chief          April 19, 2001
------------------------------------- Operating Officer and
         Howard L. Dunn, Jr.          Director

        /s/ FRANKLIN N. SAXON         Senior Vice President,    April 19, 2001
------------------------------------- President of the Culp
          Franklin N. Saxon           Velvets/Prints Division
                                      and Director

        /s/ PHILLIP W. WILSON         Vice President and Chief  April 19, 2001
------------------------------------- Financial Officer
          Phillip W. Wilson           (Principal Financial and
                                      Accounting Officer)

        /s/ ROBERT T. DAVIS*          Director                  April 19, 2001
-------------------------------------
           Robert T. Davis

        /s/ H. BRUCE ENGLISH*         Director                  April 19, 2001
-------------------------------------
          H. Bruce English

       /s/ PATRICK B. FLAVIN*         Director                  April 19, 2001
-------------------------------------
          Patrick B. Flavin

       /s/ PATRICK H. NORTON*         Director                  April 19, 2001
-------------------------------------
          Patrick H. Norton

     /s/ EARL N. PHILLIPS, JR.*       Director                  April 19, 2001
-------------------------------------
          Earl N. Phillips

        /s/ JUDITH C. WALKER*         Director                  April 19, 2001
-------------------------------------
          Judith C. Walker

*By:  /s/ PHILLIP W. WILSON
     (Phillip W. Wilson, Attorney-in-Fact)
EXHIBIT INDEX

   Exhibit Number                            Description
         4.1          Culp, Inc. 1997 Performance-Based Option Plan

         4.2          Articles  of  Incorporation  of the  Company,  as amended
                      (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          Articles  of  Amendment,  dated  October 5, 1999,  to the
                      Company's  Articles  of  Incorporation  (incorporated  by
                      reference to Exhibit  3(iii) of the  Company's  Quarterly
                      Report on Form10-Q for the period ended October 31, 1999)

         4.4          Restated and Amended  Bylaws of the  Company,  as amended
                      (incorporated   by  reference  to  Exhibit  3(b)  of  the
                      Company's  Annual Report on Form 10-K for the fiscal year
                      ended April 28, 1991)

         4.5          Rights Agreement,  dated as of October 18, 1999,  between
                      the Company and Equiserve Trust Company,  N.A., as Rights
                      Agent,  including the form of Articles of Amendment  with
                      respect to the  Series A  Participating  Preferred  Stock
                      included as Exhibit A to the Rights Agreement,  the forms
                      of  Rights  Certificate  included  as  Exhibit  B to  the
                      Rights  Agreement,  and the  form of  Summary  of  Rights
                      included   as   Exhibit   C  to  the   Rights   Agreement
                      (incorporated   by  reference  to  Exhibit  99.1  to  the
                      Company's Form 8-K dated October 12, 1999)

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

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

        23.2          Consent of KPMG LLP

        24.1          Power of Attorney of Robert T. Davis,  dated February 27,
                      2001

        24.2          Power of  Attorney  of H. Bruce  English,  dated March 7,
                      2001

        24.3          Power of Attorney of Patrick B.  Flavin,  dated March 19,
                      2001

        24.4          Power of Attorney of Patrick H.  Norton,  dated  February
                      26, 2001

        24.5          Power of Attorney of Earl N.  Phillips,  Jr., dated March
                      1, 2001

        24.6          Power of Attorney  of Judith C.  Walker,  dated  February
                      26, 2001
Exhibit 4.1

                                  CULP, INC.

                      1997 PERFORMANCE-BASED OPTION PLAN

      1.     Purpose  of Plan.  The 1997  Performance-Based  Option  Plan (the
"Plan") is intended to increase the incentive for  participants  to contribute
to the success of Culp, Inc. and its subsidiaries  ("Culp") and to reward them
for their contribution to that success.

      2.     Shares Subject to Plan. The options  granted under this Plan will
be options  to  acquire  shares of Culp's  common  stock  $.05 par value.  The
maximum number of shares that may be issued pursuant to this Plan is 106,000.

      3.     Administration   of  Plan.   The   Compensation   Committee  (the
"Committee") of Culp's Board of Directors will administer the Plan.  Except to
the  extent  permitted  under  Rule  16b-3  promulgated  under the  Securities
Exchange Act of 1934,  during the year prior to commencement of service on the
Committee,  the Committee  members will not have  participated  in or received
securities  under,  and while  serving  and for one year after  serving on the
Committee,  such members shall not receive securities under or be eligible for
selection  as  persons  to whom  shares  may be  transferred  or to whom stock
options  may be granted  under,  the Plan or any other  discretionary  plan of
Culp (or an  affiliate  of Culp)  under  which  participants  are  entitled to
acquire  shares,  stock  options or stock  appreciation  rights of Culp (or an
affiliate of Culp).

      The Committee,  in addition to any other powers granted to it hereunder,
shall have the powers, subject to the expressed provisions of the Plan:

            (a)    in its discretion,  to determine the Employees  (defined in
      Section 4(a) hereof) to receive  options,  the times when options  shall
      be  granted,  the times when  options  may be  exercised,  the number of
      shares  to be  subject  to  each  option,  and any  restrictions  on the
      transfer or ownership of shares purchased pursuant to an option;

            (b)    to  prescribe,  amend and repeal rules and  regulations  of
      general application relating to the Plan;

            (c)    to construe and interpret the Plan;

            (d)    to  require  of any  person  exercising  an option  granted
      under the  Plan,  at the time of such  exercise,  the  execution  of any
      paper or    making  or  any   representation   or  the   giving  of  any
      commitment that the Committee  shall, in its discretion,  deem necessary
      or advisable by reason of the  securities  laws of the United  States or
      any State,  or the  execution  of any paper or the payment of any sum of
      money in  respect  of taxes or the  undertaking  to pay or have paid any
      such sum that the Committee shall, in its discretion,  deem necessary by
      reason  of  the  Internal   Revenue  Code  or  any  rule  or  regulation
      thereunder, or by reason of the tax laws of any State;

            (e)    to amend stock options  previously granted and outstanding,
      but no  amendment  to any  such  agreement  shall  be made  without  the
      consent of the optionee if such  amendment  would  adversely  affect the
      rights  of  the  optionee  under  his  stock  option  agreement;  and no
      amendment  shall be made to any stock option  agreement that would cause
      the  inclusion  therein of any term or provision  inconsistent  with the
      Plan; and

            (f)    to make all other  determinations  necessary  or  advisable
      for the  administration  of the Plan.  Determinations  of the  Committee
      with  respect  to the  matters  referred  to in this  section  shall  be
      conclusive and binding on all persons eligible to participate  under the
      Plan and their legal  representatives  and beneficiaries.  The Committee
      shall have full  authority to act with respect to the  participation  of
      any  Employee,  and  nothing  in the Plan  shall be  construed  to be in
      derogation of such authority.

      The Committee may designate  selected  Committee members or employees of
Culp to assist the 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 in each such case to the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended.

      Decisions and  determinations  of the Committee on all matters  relating
to the Plan  shall be in its  sole  discretion  and  shall be  conclusive.  No
member of the  Committee,  nor any person  authorized  to act on behalf of the
Committee,  shall be liable  for any  action  taken or  decision  made in good
faith relating to the Plan or any award thereunder.

      1.     Grant of Option to Employees.

            (a)    Employees  to Whom  Options May Be Granted.  The  Committee
      may grant an option to any  employee of Culp who is a corporate  officer
      or who is determined by the Committee to be a key manager  ("Employee").
      In determining which Employees will be granted an option,  the Committee
      shall consider the duties of the Employees,  their present and potential
      contributions  to the  success of Culp,  and such  other  factors as the
      Committee deems relevant in connection with  accomplishing  the purposes
      of the Plan.

            (b)    Number of Shares.  The  Committee  may grant to an Employee
      an option to purchase such number of shares as the Committee may chose.

            (c)    Exercise  Price.  The  exercise  price with respect to each
      option granted hereunder will be $1.00 per share.

            (d)    Date of Grants:  Term of  Options.  By April 1,  1997,  the
      Committee will grant to Employees  hereunder options to purchase 106,000
      shares,  all of which options will be on the terms specified on Schedule
      4(d) attached hereto.

      1.     Exercise.  An option  granted  hereunder  may be  exercised as to
part or all of the shares covered thereby.  During the participant's lifetime,
only the  participant  or his legal guardian may exercise an option granted to
the  participant.  If a participant  dies prior to the  expiration  date of an
option granted to him,  without  having  exercised his option as to all of the
shares covered thereby,  the option may be exercised by the estate or a person
who acquired the right to exercise the option by bequest or  inheritance or by
reason of the death of the Employee.

      2.     Payment of Exercise  Price.  The  exercise  price will be payable
upon exercise of the option to purchase shares.  Payment of the exercise price
shall be made in cash or, to the extent  permitted by the Committee and as set
forth in the  Memorandum of Option,  with shares of Culp common stock,  valued
at the fair market value on the date of exercise,  delivered to or withheld by
Culp at the time of exercise.

      3.     Transferability.  No option granted  hereunder may be transferred
by the participant  except by will or by the laws of descent and distribution,
upon the death of the participant.

      4.     Memorandum  of  Option.   The  Committee  will  deliver  to  each
participant  to whom an option is granted a Memorandum of Option,  stating the
terms of the option.

      5.     Capital  Adjustments.  The  number  of  shares  of  common  stock
covered by each  outstanding  option  granted  under the Plan,  and the option
price thereof, will be subject to an appropriate and equitable adjustment,  as
determined by the  Committee,  to reflect any stock  dividend,  stock split or
share  combination,  and will be subject to such  adjustment  as the Committee
may deem  appropriate  to reflect any  exchange  of shares,  recapitalization,
merger, consolidation,  separation,  reorganization,  liquidation or the like,
of or by Culp.

      6.     Amendment or Discontinuance.  The Plan may be amended, altered or
discontinued  by the Board of Directors of Culp. No  termination  or amendment
of the Plan shall  materially  and adversely  affect any rights or obligations
of the holder of an option  theretofore  granted  under the Plan  without  his
consent.

      7.     Effect of the Plan.  Neither  the  adoption  of this Plan nor any
action of the Board or the  Committee  shall be deemed to give any  person any
right to be granted an option to  purchase  common  stock of Culp or any other
rights  hereunder  except as may be  expressly  granted by the  Committee  and
evidenced by a Memorandum of Option described in Section 8.

      8.     Effectiveness of the Plan: Duration.  The Plan shall be effective
upon the approval of the Plan by the Board of Directors of Culp,  but the Plan
shall be subject to  approval  by the vote of the holders of a majority of the
shares of stock of Culp entitled to vote.  The  Committee  shall grant options
as  contemplated  in  Section  4(d)  before  submission  of  the  Plan  to the
shareholders  for their approval,  but if such approval is not obtained within
twelve months of the approval by the Board of  Directors,  then the Plan shall
terminate  and any options  theretofore  granted shall be void. No options may
be  granted  under this Plan  except the  initial  grants as  contemplated  in
Section 4(d).
Schedule 4(d)

      1.  Vesting  /Exercisability.  Except as  provided  below,  the  options
would not become exercisable until January 1 , 2006.

         (a)       Earnings.  If the Company's  reported  audited earnings for
   any fiscal  year 1997  through  1999 equal or exceed  $1.50 per share,  the
   options  would  become  exercisable  five  business  days after the Company
   makes a public  announcement  of such earnings.  (The Committee  would have
   the discretion to determine  appropriate treatment for extraordinary items,
   accounting  changes or substantial  changes  (including  additional  equity
   offerings) to the Company's capital structure.)

         (b)       Death,   Disability,    Retirement.   If   the   employee's
   employment  terminates on account of death,  disability or retirement after
   reaching age 65, his options will become immediately exercisable.

         (c)       Limitations  on  Exercise.  Before  the holder of an option
   granted  pursuant to this plan may exercise  such option,  such holder must
   first  provide  five  (5)  business  days  notice  to Culp of the  holder's
   intention  to make  such  exercise,  including  the  number of shares as to
   which the holder  intends to  exercise an option and the  proposed  date of
   the exercise.  Upon receiving such notice,  Culp will make a  determination
   of  the  amount  of  applicable   employee   remuneration   that  would  be
   attributable  to the holder  upon such  exercise  under the  provisions  of
   Section  162(m) of the Internal  Revenue  Code of 1986,  as amended (or any
   successor  provision)  ("Section  162(m)").  If the  amount  of  applicable
   employee remuneration  attributable to the holder under Section 162(m) upon
   the  proposed  exercise,   together  with  all  other  applicable  employee
   remuneration  attributable  to the  holder for Culp's tax year in which the
   exercise is proposed to be made, exceeds the amount of applicable  employee
   remuneration  attributable  to the holder that would be  deductible by Culp
   under the provisions of Section  162(m),  then Culp will notify the holder,
   on or before  the  proposed  date of  exercise  specified  in the  holder's
   notice,  of the  maximum  number  of  shares  as to which  the  holder  may
   exercise  an  option  and not  exceed  the  amount of  applicable  employee
   remuneration  that would be deductible by Culp under  Section  162(m),  and
   the holder's  exercise shall be limited to an exercise with respect to such
   maximum number of shares.  Further,  if after the exercise of options under
   the plan the maximum amount of deductible  applicable employee remuneration
   (as determined  under Section 162(m)) has been received by or attributed to
   the holder of such  options  for Culp's  current  tax year,  then any other
   applicable employee  remuneration payable or to be paid during the same tax
   year by Culp to such holder pursuant to any agreement,  plan or arrangement
   will not be paid to the holder  during such tax year,  but will be deferred
   and paid to such holder during the period  beginning three months after the
   beginning  of Culp's  following  tax year and ending four months  after the
   beginning  of such tax year.  It is the  intention of these  provisions  to
   limit the amount of shares as to which a holder of options  under this plan
   may  exercise  options in any tax year to an amount that,  when  considered
   together  with all other  compensation  received  by the  holder  from Culp
   during such year, will not cause any  compensation to be paid or attributed
   to such holder to be  nondeductible  to Culp  pursuant to the  provision of
   Section 162(m).

      1.  Duration  of  Options.  Once the options  become  exercisable,  they
remain  exercisable until December 31, 2006;  provided,  however,  that if the
holder of options  hereunder is prevented from  exercising  options because of
the provisions of paragraph  1(c) above,  the period during which such options
may be  exercised  shall be extended by such period of time as is necessary to
allow the holder to exercise all such  options in  compliance  with  paragraph
1(c),  except  that in no case  will  any  options  remain  exercisable  after
December 31, 2011.

      2.  Forfeiture/  Early   Termination  of  Options.   If  the  employee's
employment  is  terminated  for cause,  the option  expires upon  termination;
otherwise,   the  option  expires  three  (3)  months  after   termination  of
employment.