SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                            ______________________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                            ______________________________

                               FIELDCREST CANNON, INC.                    
                (Exact name of registrant as specified in its charter)

                    DELAWARE                                 56-0586036    

          (State or other jurisdiction of                 (I.R.S. Employer
           incorporation or organization)              Identification
          Number)


               326 East Stadium Drive
               Eden, North Carolina  27288         
          (Address of principal executive offices)


                           1995 EMPLOYEE STOCK OPTION PLAN
                              OF FIELDCREST CANNON, INC.
                               (Full title of the plan)
                                                               


                                   M. Kenneth Doss
                              Vice President, Secretary
                                  and General Counsel
                               Fieldcrest Cannon, Inc.
                                326 East Stadium Drive
                              Eden, North Carolina 27288
                                     (910) 627-3000                         

              (Name, address and telephone number, including area code,
                                of agent for service)
          <TABLE>

                                CALCULATION OF REGISTRATION FEE
          <CAPTION> 

                                              Proposed      Proposed
            Title of                          maximum       maximum
            securities      Amount            offering      aggregate         Amount of
            to be           to be             price         offering          registration
            registered      registered        per share(1)  price(1)          fee(1)      
            <S>             <C>               <C>           <C>               <C>
            Common 
            Stock, par
            value $1.00
            per share       435,000 shares      $22.125      $9,624,375           $3,319

            <FN>
          (1)  Pursuant to Rule 457(c) and (h)(1), based on the average of<PAGE>


               the high and low prices of the registrant's common stock on
               May 4, 1995, as reported on the New York Stock Exchange.
          /TABLE
<PAGE>





                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

          Item 3.  Incorporation of Documents by Reference.

                    The  following  documents filed  by  Fieldcrest Cannon,
          Inc. (the "Company") with  the Securities and Exchange Commission
          (the "Commission") are incorporated herein by reference: 

                    (a)  The Company's  Annual Report on Form 10-K  for the
               year  ended  December 31,  1994,  filed  on March  30,  1995
               pursuant to Section  13 of  the Securities  Exchange Act  of
               1934 (the "Exchange Act").

                    (b)  All  other reports filed pursuant to Section 13(a)
               or 15(d) of  the Exchange Act  since the end  of the  fiscal
               year referred to in (a), above.

                    (c)  The description of the Company's Common Stock, par
               value  $1.00   per   share,  contained   in  the   Company's
               Registration Statement on Form  10 filed pursuant to Section
               12(b) of the Exchange Act, including any amendment or report
               filed for the purpose of updating such description.
           
                    All  documents   subsequently  filed  by   the  Company
          pursuant to Sections 13(a),  13(c), 14 and 15(d) of  the Exchange
          Act  prior  to the  filing  of a  post-effective  amendment which
          indicates that  all securities offered  hereby have been  sold or
          which  deregisters  all  securities  remaining  unsold,  shall be
          deemed to  be incorporated by reference  herein and to be  a part
          hereof from the date of the filing of such documents. 


          Item 4.  Description of Securities.

                    Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

                    The legality of the  securities offered hereby has been
          passed upon  by M. Kenneth Doss, Esq.,  Vice President, Secretary
          and General Counsel of the Company, who owns approximately 10,201
          shares of Common Stock  and has been granted options  to purchase
          8,300 shares of Common Stock under the Plan.

          Item 6.  Indemnification of Directors and Officers.

                    The  laws  of Delaware,  under  which  the Company  was
          incorporated, permit  or require  a corporation to  indemnify its
          officers  and directors  against  certain liabilities  under  the
          circumstances set forth by statute.  The Company has adopted 

                                         II-1<PAGE>





          provisions in  its bylaws  and certificate of  incorporation that
          implement the statutory indemnification provisions.

                    The   Seventh   Article  of   the   Company's  Restated
          Certificate of Incorporation  requires the  Company to  indemnify
          every officer and director  of the Company to the  fullest extent
          allowed by  law, except  as otherwise  provided in the  Company's
          Bylaws.   Also,  the  Eighth Article  of  the Company's  Restated
          Certificate of Incorporation eliminates the personal liability of
          the Company's  directors to the Company and  its stockholders for
          monetary  damages for  breach of  fiduciary duties  as directors,
          other  than (i)  for any  breach of  the duty  of loyalty  to the
          Company  or its stockholders; (ii)  for acts or  omissions not in
          good  faith or which involve intentional  misconduct or a knowing
          violation  of law;  (iii) for  unlawful  payment of  dividends or
          unlawful stock purchases or redemptions; (iv) for any transaction
          from which a  director derived an improper  personal benefit; and
          (v) to  any extent  that such  liability  may not  be limited  or
          eliminated by virtue  of the provisions  of Section 102(b)(7)  of
          the Delaware General Corporation Law or any successor statute.

                    Article VI of the Company's Amended and Restated Bylaws
          provides that the Company will indemnify any person who was or is
          a party (or is threatened to be made a party) to any action, suit
          or  proceeding,  whether   civil,  criminal,  administrative   or
          investigative (other  than an action  by or  in the right  of the
          Company) by  reason of the  fact that  he is or  was a  director,
          officer  or employee of the Company, or  is or was serving at the
          request  of the  Company as  a director,  officer or  employee of
          another corporation,  partnership, joint venture,  trust or other
          enterprise,   against   expenses  (including   attorneys'  fees),
          judgments,  fines and  amounts  paid in  settlement actually  and
          reasonably  incurred  by  such  person in  connection  with  such
          action, suit or  proceeding if he  acted in good  faith and in  a
          manner such person reasonably believed to be in or not opposed to
          the  best  interests of  the Company,  and,  with respect  to any
          criminal  action or proceeding, in which he had had no reasonable
          cause to believe his conduct was unlawful.  

                    Article VI of the Company's Amended and Restated Bylaws
          also provides that,  in the case of an action  or suit brought by
          or in  the right of the  Company, the Company will  indemnify any
          person who  was or  is a  party (or  is threatened  to be  made a
          party)  to any such action or suit by  reason of the fact that he
          is or was a director,  officer or employee of the Company,  or is
          or  was serving  at the  request of  the  Company as  a director,
          officer or employee  of another  corporation, partnership,  joint
          venture, trust  or other  enterprise against expenses  (including
          attorneys' fees) actually and  reasonably incurred by such person
          in  connection with the defense  or settlement of  such action or
          suit if  he acted in  good faith  and in a  manner he  reasonably
          believed to be  in or not  opposed to the  best interests of  the
          Company; provided that, no <PAGE>





                                         II-2
          indemnification may be  made in  respect of any  claim, issue  or
          matter  as to  which such  person is  adjudged to  be  liable for
          negligence  or misconduct in the  performance of his  duty to the
          Company  unless and only to the extent that the appropriate court
          determines  that, despite  the adjudication  of liability  but in
          view  of all the circumstances of the case, such person is fairly
          and  reasonably entitled  to indemnity  for such  expenses deemed
          proper by  the court.   Article VI  of the Company's  Amended and
          Restated  Bylaws further  provide that  the determination  of the
          right  to indemnification as provided for herein must be made (1)
          by  the  Board of  Directors  by  a  majority vote  of  a  quorum
          consisting of directors who were not parties to such action, suit
          or proceeding, or  (2) if  such a quorum  is not obtainable,  or,
          even  if  obtainable  a  quorum  of  disinterested  directors  so
          directs, by independent  legal counsel in  a written opinion,  or
          (3) by the stockholders.

                    Article VI of the Company's Amended and Restated Bylaws
          also   provides  for   indemnification  of   expenses  (including
          attorneys' fees) actually and  reasonably incurred by a director,
          officer, employee or agent of the Company to the extent that such
          person  has been  successful in  defense of  any action,  suit or
          proceeding referred to in the preceding paragraphs, or in defense
          of  any  claim, issue  or  matter  addressed  therein,  and  that
          expenses incurred by a  director or officer in defending  a civil
          or  criminal action, suit or  proceeding may be  advanced to such
          person by the Company if authorized by the Board of Directors and
          if such person agrees to repay such amounts advanced unless it is
          ultimately  determined  that he  is  entitled  to be  indemnified
          pursuant to the terms of Article VI. 

          Item 7.  Exemption from Registration Claimed.

                    Not applicable.

          Item 8.  Exhibits.

                    The  following exhibits  are filed  as a  part of  this
          Registration Statement: 

               Number              Description

                4.1      Copy  of the  1995 Employee  Stock Option  Plan of
                         Fieldcrest Cannon, Inc., which is  incorporated by
                         reference  to  Exhibit A  to  the Company's  Proxy
                         Statement filed on March  22, 1995, for the annual
                         meeting of shareholders held on April 24, 1995.

                4.2      The    Company's     Restated    Certificate    of
                         Incorporation,  as  amended  to  date,   which  is
                         incorporated by  reference to  Exhibit 3-1  to the
                         Company's Registration Statement on Form S-3 filed
                         on February 18, 1994. <PAGE>





                                         II-3
                4.3      The Company's  Amended and Restated  Bylaws, which
                         are incorporated  by reference  to Exhibit  3-1 to
                         the Company's Report on Form 8-K filed on December
                         9, 1993.
            

                5.1      Opinion  of  M.  Kenneth  Doss, Esq.,  as  to  the
                         legality of the Common Stock being registered.

               23.1      Consent   of  M.  Kenneth  Doss,  Esq.,  which  is
                         contained in his opinion filed as Exhibit 5.1.

               23.2      Consent of Ernst & Young LLP.

               24.1      Power of Attorney. 

          Item 9.  Undertakings.

          (a)  The Company hereby undertakes: 

               (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,  each  such  post-effective
                    amendment  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 which remain  unsold at  the termination  of
                    the offering. 

          (b)  The  Company   hereby  undertakes  that,  for   purposes  of
               determining  any liability  under  the Securities  Act, each
               filing of  the Company's  annual report pursuant  to Section
               13(a)  or  Section  15(d)  of  the  Exchange  Act  that   is
               incorporated  by  reference  in the  Registration  Statement
               shall be deemed to be  a new registration statement relating
               to the securities offered  herein, and the offering  of such
               securities  at that time shall  be deemed to  be the initial
               bona fide offering thereof. 

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act  may be permitted to  directors, officers and<PAGE>





               controlling persons of the Company pursuant to the foregoing
               provisions, or otherwise, the  Company has been advised that
               in 
                                         II-4
               the  opinion  of  the  Commission  such  indemnification  is
               against public policy as expressed in the Securities 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 and  will be  governed by  the final
               adjudication of such issue.<PAGE>







                                         II-5<PAGE>





                                      SIGNATURES


                                    THE REGISTRANT


                    Pursuant to  the requirements of the  Securities Act of
          1933, Fieldcrest  Cannon, Inc.  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 Eden,  State of North
          Carolina, on this 5th day of May, 1995.

                                        FIELDCREST CANNON, INC.


                                        By:/s/ J. M. Fitzgibbons           

                                           J. M. Fitzgibbons, Chairman 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 indicated on May 5, 1995.



           /s/ J. M. Fitzgibbons               /s/ Clifford D. Paulsen  
          Name:  J. M. Fitzgibbons            Name:  Clifford D. Paulsen
          Title: Chairman and                 Title: Controller
                 Chief Executive Officer            (principal accounting
                (principal executive                 officer)
                 officer


           /s/ Thomas R. Staab                 /s/ Tom H. Barrett*      
          Name:  Thomas R. Staab              Name:  Tom H. Barrett
          Title: Vice President and           Title: Director
                 Chief Financial Officer
                (principal financial
                 officer)


           /s/ William E. Ford*                /s/ John C. Harned*      
          Name:  William E. Ford              Name:  John C. Harned
          Title: Director                     Title: Director


           /s/ Noah T. Herndon*                /s/ Roger Horchow*       
          Name:  Noah T. Herndon              Name:  Roger Horchow
          Title: Director                     Title: Director<PAGE>





                                         II-6

           /s/ W. Duke Kimbrell*               /s/ C. J. Kjorlien*       
          Name:  W. Duke Kimbrell             Name:  C. J. Kjorlien
          Title: Director                     Title: Director



          *By: /s/ M. Kenneth Doss    
                    M. Kenneth Doss
                    Attorney-in-Fact
          <TABLE>
          <CAPTION>

                                    EXHIBIT INDEX
                                          to
                        Registration Statement on Form S-8 of
                               Fieldcrest Cannon, Inc.
                                                              Sequential
          Exhibit No.              Description                Page No.
          <S>       <C>                                       <C>

           4.1      Copy of the 1995 Employee Stock Option
                    Plan of Fieldcrest Cannon, Inc., which
                    is incorporated by reference to Exhibit
                    A to the Company's Proxy Statement filed
                    on March 22, 1995, for the annual
                    meeting of shareowners held on
                    April 24, 1995.

           4.2      The Company's Restated Certificate of
                    Incorporation, as amended to date,
                    which is incorporated by reference to
                    Exhibit 3-1 to the Company's Regis-
                    tration Statement on Form S-3 filed on
                    February 18, 1994

           4.3      The Company's Amended and Restated
                    Bylaws, which are incorporated by
                    reference to Exhibit 3-1 to the 
                    Company's Report on Form 8-K filed
                    on December 3, 1993

           5.1      Opinion of M. Kenneth Doss, Esq., as
                    to the legality of the Common Stock
                    being registered                            II- 8

          23.1      Consent of M. Kenneth Doss, Esq.,
                    which is contained in his opinion
                    filed as Exhibit 5.1

          23.2      Consent of Ernst & Young LLP                II- 9

          24.1      Power of Attorney                           II-10<PAGE>





          </TABLE>
                                         II-7
                                                              EXHIBIT 5.1


                                     May 5, 1995




          Securities and Exchange Commission
          Filing Desk
          450 Fifth Street
          Washington, D.C.  20549

          RE:  Registration Statement on Form S-8 Relating to the 1995
               Employee Stock Option Plan of Fieldcrest Cannon, Inc.  

          Gentlemen:

               As  the General  Counsel  for Fieldcrest  Cannon, Inc.  (the
          "Company"),  I   am  familiar  with  the   proceedings  taken  in
          connection with  the preparation  and filing with  the Securities
          and Exchange Commission  of a Registration Statement on  Form S-8
          (the "Registration Statement") under  the Securities Act of 1933,
          as amended, pertaining to the issuance  and sale of up to 435,000
          shares of the Company's  Common Stock, par value $1.00  per share
          (the "Shares"),  pursuant to the 1995 Employee  Stock Option Plan
          of Fieldcrest Cannon, Inc. (the "Plan").

               I have reviewed the Plan and the Registration Statement, and
          I have examined and am familiar with  the records relating to the
          organization  of  the  Company,  including   its  Certificate  of
          Incorporation, Bylaws and all amendments thereto, and the records
          of  all  proceedings   taken  by  the  Board   of  Directors  and
          stockholders  of the Company  pertinent to the  rendering of this
          opinion.

               Based on  the foregoing,  and having  regard for  such legal
          considerations as I  have deemed  relevant, I am  of the  opinion
          that  the Shares  have  been duly  authorized and,  upon issuance
          pursuant to the terms of the  Plan, will be validly issued, fully
          paid and nonassessable.  

               I hereby consent to the filing of this opinion as an exhibit
          to the Registration Statement.

                                             Very truly yours,



                                             /s/ M. Kenneth Doss    <PAGE>






                                         II-8<PAGE>





                                                             EXHIBIT 23.2




                           CONSENT OF INDEPENDENT AUDITORS


          We consent to the incorporation by reference  in the Registration
          Statement (Form  S-8) pertaining  to the registration  of 435,000
          shares  of common stock of  Fieldcrest Cannon, Inc.  for the 1995
          Employee  Stock Option  Plan of  Fieldcrest Cannon,  Inc. of  our
          report dated February 1,  1995, with respect to  the consolidated
          financial  statements of Fieldcrest  Cannon, Inc. incorporated by
          reference in its  Annual Report  (Form 10-K) for  the year  ended
          December  31,  1994  filed   with  the  Securities  and  Exchange
          Commission.





          Greensboro, North Carolina              /s/ Ernst & Young LLP
          May 5, 1995<PAGE>





                                         II-9<PAGE>





                                                             EXHIBIT 24.1

                               FIELDCREST CANNON, INC.

                                  POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS:

                    We,  the  undersigned directors  of  Fieldcrest Cannon,
          Inc.  (the "Corporation"),  and  each  of  us,  do  hereby  make,
          constitute  and  appoint M.  Kenneth  Doss  our true  and  lawful
          attorney-in-fact and agent with full power  and authority in said
          attorney-in-fact  and agent to execute  for us and  in our behalf
          the  Registration Statement under  the Securities Act  of 1933 on
          Form  S-8 for the 1995  Employee Stock Option  Plan of Fieldcrest
          Cannon, Inc.  and any  post-effective amendments thereto,  and to
          file the same,  with all  exhibits thereto and  all documents  in
          connection   therewith,  with   the   Securities   and   Exchange
          Commission, granting  unto said  attorney-in-fact and agent  full
          power and authority  to do  and perform  each and  every act  and
          thing  requisite  and  necessary to  be  done  in  and about  the
          premises,  as fully to  all intents and  purposes as we  might or
          could do in person, hereby ratifying and confirming all that said
          attorney-in-fact and agent, or his substitute, may lawfully do or
          cause to be done by virtue hereof.

                    IN  WITNESS WHEREOF, we  the undersigned  have executed
          this Power of Attorney this 24th day of April, 1995.




          /s/ J. M. Fitzgibbons              /s/ Noah T. Herndon        
          J.M. Fitzgibbons                   Noah T. Herndon


          /s/ Tom H. Barrett                 /s/ S. Roger Horchow       
          Tom H. Barrett                     S. Roger Horchow


          /s/ William E. Ford                /s/ W. Duke Kimbrell       
          William E. Ford                    W. Duke Kimbrell


          /s/ John C. Harned                 /s/ C. J. Kjorlien         
          John C. Harned                     C. J. Kjorlien<PAGE>





                                        II-10<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26584}]
{"company-data": {"conformed-name": "FIELDCREST CANNON INC", "cik": "0000035469", "assigned-sic": "2211", "irs-number": "560586036", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59149", "film-number": "95535123"}, "business-address": {"street1": "326 E STADIUM DRIVE", "city": "EDEN", "state": "NC", "zip": "27288", "phone": "9196273000"}, "former-company": {"former-conformed-name": "FIELDCREST MILLS INC", "date-changed": "19860807"}}
SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                            ______________________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                            ______________________________

                               FIELDCREST CANNON, INC.                    
                (Exact name of registrant as specified in its charter)

                    DELAWARE                                 56-0586036    

          (State or other jurisdiction of                 (I.R.S. Employer
           incorporation or organization)              Identification
          Number)

               326 East Stadium Drive
               Eden, North Carolina  27288         
          (Address of principal executive offices)

                           1995 EMPLOYEE STOCK OPTION PLAN
                              OF FIELDCREST CANNON, INC.
                               (Full title of the plan)
                                                               

                                   M. Kenneth Doss
                              Vice President, Secretary
                                  and General Counsel
                               Fieldcrest Cannon, Inc.
                                326 East Stadium Drive
                              Eden, North Carolina 27288
                                     (910) 627-3000                         

              (Name, address and telephone number, including area code,
                                of agent for service)
          

                                CALCULATION OF REGISTRATION FEE
Proposed      Proposed
            Title of                          maximum       maximum
            securities      Amount            offering      aggregate         Amount of
            to be           to be             price         offering          registration
            registered      registered        per share(1)  price(1)          fee(1)
Common 
            Stock, par
            value $1.00
            per share       435,000 shares      $22.125      $9,624,375           $3,319
(1)  Pursuant to Rule 457(c) and (h)(1), based on the average of
the high and low prices of the registrant's common stock on
               May 4, 1995, as reported on the New York Stock Exchange.
          /TABLE
PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

          Item 3.  Incorporation of Documents by Reference.

                    The  following  documents filed  by  Fieldcrest Cannon,
          Inc. (the "Company") with  the Securities and Exchange Commission
          (the "Commission") are incorporated herein by reference: 

                    (a)  The Company's  Annual Report on Form 10-K  for the
               year  ended  December 31,  1994,  filed  on March  30,  1995
               pursuant to Section  13 of  the Securities  Exchange Act  of
               1934 (the "Exchange Act").

                    (b)  All  other reports filed pursuant to Section 13(a)
               or 15(d) of  the Exchange Act  since the end  of the  fiscal
               year referred to in (a), above.

                    (c)  The description of the Company's Common Stock, par
               value  $1.00   per   share,  contained   in  the   Company's
               Registration Statement on Form  10 filed pursuant to Section
               12(b) of the Exchange Act, including any amendment or report
               filed for the purpose of updating such description.
           
                    All  documents   subsequently  filed  by   the  Company
          pursuant to Sections 13(a),  13(c), 14 and 15(d) of  the Exchange
          Act  prior  to the  filing  of a  post-effective  amendment which
          indicates that  all securities offered  hereby have been  sold or
          which  deregisters  all  securities  remaining  unsold,  shall be
          deemed to  be incorporated by reference  herein and to be  a part
          hereof from the date of the filing of such documents. 

          Item 4.  Description of Securities.

                    Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

                    The legality of the  securities offered hereby has been
          passed upon  by M. Kenneth Doss, Esq.,  Vice President, Secretary
          and General Counsel of the Company, who owns approximately 10,201
          shares of Common Stock  and has been granted options  to purchase
          8,300 shares of Common Stock under the Plan.

          Item 6.  Indemnification of Directors and Officers.

                    The  laws  of Delaware,  under  which  the Company  was
          incorporated, permit  or require  a corporation to  indemnify its
          officers  and directors  against  certain liabilities  under  the
          circumstances set forth by statute.  The Company has adopted 

                                         II-1
provisions in  its bylaws  and certificate of  incorporation that
          implement the statutory indemnification provisions.

                    The   Seventh   Article  of   the   Company's  Restated
          Certificate of Incorporation  requires the  Company to  indemnify
          every officer and director  of the Company to the  fullest extent
          allowed by  law, except  as otherwise  provided in the  Company's
          Bylaws.   Also,  the  Eighth Article  of  the Company's  Restated
          Certificate of Incorporation eliminates the personal liability of
          the Company's  directors to the Company and  its stockholders for
          monetary  damages for  breach of  fiduciary duties  as directors,
          other  than (i)  for any  breach of  the duty  of loyalty  to the
          Company  or its stockholders; (ii)  for acts or  omissions not in
          good  faith or which involve intentional  misconduct or a knowing
          violation  of law;  (iii) for  unlawful  payment of  dividends or
          unlawful stock purchases or redemptions; (iv) for any transaction
          from which a  director derived an improper  personal benefit; and
          (v) to  any extent  that such  liability  may not  be limited  or
          eliminated by virtue  of the provisions  of Section 102(b)(7)  of
          the Delaware General Corporation Law or any successor statute.

                    Article VI of the Company's Amended and Restated Bylaws
          provides that the Company will indemnify any person who was or is
          a party (or is threatened to be made a party) to any action, suit
          or  proceeding,  whether   civil,  criminal,  administrative   or
          investigative (other  than an action  by or  in the right  of the
          Company) by  reason of the  fact that  he is or  was a  director,
          officer  or employee of the Company, or  is or was serving at the
          request  of the  Company as  a director,  officer or  employee of
          another corporation,  partnership, joint venture,  trust or other
          enterprise,   against   expenses  (including   attorneys'  fees),
          judgments,  fines and  amounts  paid in  settlement actually  and
          reasonably  incurred  by  such  person in  connection  with  such
          action, suit or  proceeding if he  acted in good  faith and in  a
          manner such person reasonably believed to be in or not opposed to
          the  best  interests of  the Company,  and,  with respect  to any
          criminal  action or proceeding, in which he had had no reasonable
          cause to believe his conduct was unlawful.  

                    Article VI of the Company's Amended and Restated Bylaws
          also provides that,  in the case of an action  or suit brought by
          or in  the right of the  Company, the Company will  indemnify any
          person who  was or  is a  party (or  is threatened  to be  made a
          party)  to any such action or suit by  reason of the fact that he
          is or was a director,  officer or employee of the Company,  or is
          or  was serving  at the  request of  the  Company as  a director,
          officer or employee  of another  corporation, partnership,  joint
          venture, trust  or other  enterprise against expenses  (including
          attorneys' fees) actually and  reasonably incurred by such person
          in  connection with the defense  or settlement of  such action or
          suit if  he acted in  good faith  and in a  manner he  reasonably
          believed to be  in or not  opposed to the  best interests of  the
          Company; provided that, no
II-2
          indemnification may be  made in  respect of any  claim, issue  or
          matter  as to  which such  person is  adjudged to  be  liable for
          negligence  or misconduct in the  performance of his  duty to the
          Company  unless and only to the extent that the appropriate court
          determines  that, despite  the adjudication  of liability  but in
          view  of all the circumstances of the case, such person is fairly
          and  reasonably entitled  to indemnity  for such  expenses deemed
          proper by  the court.   Article VI  of the Company's  Amended and
          Restated  Bylaws further  provide that  the determination  of the
          right  to indemnification as provided for herein must be made (1)
          by  the  Board of  Directors  by  a  majority vote  of  a  quorum
          consisting of directors who were not parties to such action, suit
          or proceeding, or  (2) if  such a quorum  is not obtainable,  or,
          even  if  obtainable  a  quorum  of  disinterested  directors  so
          directs, by independent  legal counsel in  a written opinion,  or
          (3) by the stockholders.

                    Article VI of the Company's Amended and Restated Bylaws
          also   provides  for   indemnification  of   expenses  (including
          attorneys' fees) actually and  reasonably incurred by a director,
          officer, employee or agent of the Company to the extent that such
          person  has been  successful in  defense of  any action,  suit or
          proceeding referred to in the preceding paragraphs, or in defense
          of  any  claim, issue  or  matter  addressed  therein,  and  that
          expenses incurred by a  director or officer in defending  a civil
          or  criminal action, suit or  proceeding may be  advanced to such
          person by the Company if authorized by the Board of Directors and
          if such person agrees to repay such amounts advanced unless it is
          ultimately  determined  that he  is  entitled  to be  indemnified
          pursuant to the terms of Article VI. 

          Item 7.  Exemption from Registration Claimed.

                    Not applicable.

          Item 8.  Exhibits.

                    The  following exhibits  are filed  as a  part of  this
          Registration Statement: 

               Number              Description

                4.1      Copy  of the  1995 Employee  Stock Option  Plan of
                         Fieldcrest Cannon, Inc., which is  incorporated by
                         reference  to  Exhibit A  to  the Company's  Proxy
                         Statement filed on March  22, 1995, for the annual
                         meeting of shareholders held on April 24, 1995.

                4.2      The    Company's     Restated    Certificate    of
                         Incorporation,  as  amended  to  date,   which  is
                         incorporated by  reference to  Exhibit 3-1  to the
                         Company's Registration Statement on Form S-3 filed
                         on February 18, 1994.
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                4.3      The Company's  Amended and Restated  Bylaws, which
                         are incorporated  by reference  to Exhibit  3-1 to
                         the Company's Report on Form 8-K filed on December
                         9, 1993.
            

                5.1      Opinion  of  M.  Kenneth  Doss, Esq.,  as  to  the
                         legality of the Common Stock being registered.

               23.1      Consent   of  M.  Kenneth  Doss,  Esq.,  which  is
                         contained in his opinion filed as Exhibit 5.1.

               23.2      Consent of Ernst & Young LLP.

               24.1      Power of Attorney. 

          Item 9.  Undertakings.

          (a)  The Company hereby undertakes: 

               (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,  each  such  post-effective
                    amendment  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 which remain  unsold at  the termination  of
                    the offering. 

          (b)  The  Company   hereby  undertakes  that,  for   purposes  of
               determining  any liability  under  the Securities  Act, each
               filing of  the Company's  annual report pursuant  to Section
               13(a)  or  Section  15(d)  of  the  Exchange  Act  that   is
               incorporated  by  reference  in the  Registration  Statement
               shall be deemed to be  a new registration statement relating
               to the securities offered  herein, and the offering  of such
               securities  at that time shall  be deemed to  be the initial
               bona fide offering thereof. 

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act  may be permitted to  directors, officers and
controlling persons of the Company pursuant to the foregoing
               provisions, or otherwise, the  Company has been advised that
               in 
                                         II-4
               the  opinion  of  the  Commission  such  indemnification  is
               against public policy as expressed in the Securities 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 and  will be  governed by  the final
               adjudication of such issue.
II-5
SIGNATURES

                                    THE REGISTRANT

                    Pursuant to  the requirements of the  Securities Act of
          1933, Fieldcrest  Cannon, Inc.  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 Eden,  State of North
          Carolina, on this 5th day of May, 1995.

                                        FIELDCREST CANNON, INC.

                                        By:/s/ J. M. Fitzgibbons           

                                           J. M. Fitzgibbons, Chairman 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 indicated on May 5, 1995.

           /s/ J. M. Fitzgibbons               /s/ Clifford D. Paulsen  
          Name:  J. M. Fitzgibbons            Name:  Clifford D. Paulsen
          Title: Chairman and                 Title: Controller
                 Chief Executive Officer            (principal accounting
                (principal executive                 officer)
                 officer

           /s/ Thomas R. Staab                 /s/ Tom H. Barrett*      
          Name:  Thomas R. Staab              Name:  Tom H. Barrett
          Title: Vice President and           Title: Director
                 Chief Financial Officer
                (principal financial
                 officer)

           /s/ William E. Ford*                /s/ John C. Harned*      
          Name:  William E. Ford              Name:  John C. Harned
          Title: Director                     Title: Director

           /s/ Noah T. Herndon*                /s/ Roger Horchow*       
          Name:  Noah T. Herndon              Name:  Roger Horchow
          Title: Director                     Title: Director
II-6

           /s/ W. Duke Kimbrell*               /s/ C. J. Kjorlien*       
          Name:  W. Duke Kimbrell             Name:  C. J. Kjorlien
          Title: Director                     Title: Director

          *By: /s/ M. Kenneth Doss    
                    M. Kenneth Doss
                    Attorney-in-Fact
EXHIBIT INDEX
                                          to
                        Registration Statement on Form S-8 of
                               Fieldcrest Cannon, Inc.
                                                              Sequential
          Exhibit No.              Description                Page No.
4.1      Copy of the 1995 Employee Stock Option
                    Plan of Fieldcrest Cannon, Inc., which
                    is incorporated by reference to Exhibit
                    A to the Company's Proxy Statement filed
                    on March 22, 1995, for the annual
                    meeting of shareowners held on
                    April 24, 1995.

           4.2      The Company's Restated Certificate of
                    Incorporation, as amended to date,
                    which is incorporated by reference to
                    Exhibit 3-1 to the Company's Regis-
                    tration Statement on Form S-3 filed on
                    February 18, 1994

           4.3      The Company's Amended and Restated
                    Bylaws, which are incorporated by
                    reference to Exhibit 3-1 to the 
                    Company's Report on Form 8-K filed
                    on December 3, 1993

           5.1      Opinion of M. Kenneth Doss, Esq., as
                    to the legality of the Common Stock
                    being registered                            II- 8

          23.1      Consent of M. Kenneth Doss, Esq.,
                    which is contained in his opinion
                    filed as Exhibit 5.1

          23.2      Consent of Ernst & Young LLP                II- 9

          24.1      Power of Attorney                           II-10
II-7
                                                              EXHIBIT 5.1

                                     May 5, 1995

          Securities and Exchange Commission
          Filing Desk
          450 Fifth Street
          Washington, D.C.  20549

          RE:  Registration Statement on Form S-8 Relating to the 1995
               Employee Stock Option Plan of Fieldcrest Cannon, Inc.  

          Gentlemen:

               As  the General  Counsel  for Fieldcrest  Cannon, Inc.  (the
          "Company"),  I   am  familiar  with  the   proceedings  taken  in
          connection with  the preparation  and filing with  the Securities
          and Exchange Commission  of a Registration Statement on  Form S-8
          (the "Registration Statement") under  the Securities Act of 1933,
          as amended, pertaining to the issuance  and sale of up to 435,000
          shares of the Company's  Common Stock, par value $1.00  per share
          (the "Shares"),  pursuant to the 1995 Employee  Stock Option Plan
          of Fieldcrest Cannon, Inc. (the "Plan").

               I have reviewed the Plan and the Registration Statement, and
          I have examined and am familiar with  the records relating to the
          organization  of  the  Company,  including   its  Certificate  of
          Incorporation, Bylaws and all amendments thereto, and the records
          of  all  proceedings   taken  by  the  Board   of  Directors  and
          stockholders  of the Company  pertinent to the  rendering of this
          opinion.

               Based on  the foregoing,  and having  regard for  such legal
          considerations as I  have deemed  relevant, I am  of the  opinion
          that  the Shares  have  been duly  authorized and,  upon issuance
          pursuant to the terms of the  Plan, will be validly issued, fully
          paid and nonassessable.  

               I hereby consent to the filing of this opinion as an exhibit
          to the Registration Statement.

                                             Very truly yours,

                                             /s/ M. Kenneth Doss
II-8
EXHIBIT 23.2

                           CONSENT OF INDEPENDENT AUDITORS

          We consent to the incorporation by reference  in the Registration
          Statement (Form  S-8) pertaining  to the registration  of 435,000
          shares  of common stock of  Fieldcrest Cannon, Inc.  for the 1995
          Employee  Stock Option  Plan of  Fieldcrest Cannon,  Inc. of  our
          report dated February 1,  1995, with respect to  the consolidated
          financial  statements of Fieldcrest  Cannon, Inc. incorporated by
          reference in its  Annual Report  (Form 10-K) for  the year  ended
          December  31,  1994  filed   with  the  Securities  and  Exchange
          Commission.

          Greensboro, North Carolina              /s/ Ernst & Young LLP
          May 5, 1995
II-9
EXHIBIT 24.1

                               FIELDCREST CANNON, INC.

                                  POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS:

                    We,  the  undersigned directors  of  Fieldcrest Cannon,
          Inc.  (the "Corporation"),  and  each  of  us,  do  hereby  make,
          constitute  and  appoint M.  Kenneth  Doss  our true  and  lawful
          attorney-in-fact and agent with full power  and authority in said
          attorney-in-fact  and agent to execute  for us and  in our behalf
          the  Registration Statement under  the Securities Act  of 1933 on
          Form  S-8 for the 1995  Employee Stock Option  Plan of Fieldcrest
          Cannon, Inc.  and any  post-effective amendments thereto,  and to
          file the same,  with all  exhibits thereto and  all documents  in
          connection   therewith,  with   the   Securities   and   Exchange
          Commission, granting  unto said  attorney-in-fact and agent  full
          power and authority  to do  and perform  each and  every act  and
          thing  requisite  and  necessary to  be  done  in  and about  the
          premises,  as fully to  all intents and  purposes as we  might or
          could do in person, hereby ratifying and confirming all that said
          attorney-in-fact and agent, or his substitute, may lawfully do or
          cause to be done by virtue hereof.

                    IN  WITNESS WHEREOF, we  the undersigned  have executed
          this Power of Attorney this 24th day of April, 1995.

          /s/ J. M. Fitzgibbons              /s/ Noah T. Herndon        
          J.M. Fitzgibbons                   Noah T. Herndon

          /s/ Tom H. Barrett                 /s/ S. Roger Horchow       
          Tom H. Barrett                     S. Roger Horchow

          /s/ William E. Ford                /s/ W. Duke Kimbrell       
          William E. Ford                    W. Duke Kimbrell

          /s/ John C. Harned                 /s/ C. J. Kjorlien         
          John C. Harned                     C. J. Kjorlien
II-10