Registration No. 33-__________

 
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
      	                    Washington, DC  20549


     	                            FORM S-8

	
      	     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            New York								                                  11-2165495
(State or other jurisdiction				                      		   (I.R.S. Employer 
of incorporation or organization)                          Identification No.)

	                        7201 West Friendly Avenue
	                         Greensboro, N.C.  27410
	     (Address of Principal Executive Office, including Zip Code)

	               UNIFI, INC. 1996 INCENTIVE STOCK OPTION PLAN
	             UNIFI, INC. 1996 NON-QUALIFIED STOCK OPTION PLAN
	                        (Full title of the plans)

	                           WILLIS C. MOORE, III
	                 Vice President and Chief Financial Officer
	                              Unifi, Inc.
	                     7201 West Friendly Avenue 
	                      Greensboro, N.C.  27410
	                (Name and address of agent for service)

	                             (910) 294-4410
	     (Telephone number, including area code, of agent for service)

	                               Copies to:

	                           CHARLES F. McCOY
	                     Frazier, Frazier & Mahler, L.L.P.
	                           P. O. Drawer 1559
	                        Greensboro, N.C.  27402
	                           (910) 378-7785

	             [the cover page is continued on the following page]



<PAGE>

<TABLE>

                                   CALCULATION OF REGISTRATION FEE

<CAPTION>
				    	     	                                                 Proposed
   Title                				                 Proposed	    	     maximum  
of securities 	          Amount to be	    maximum offering    aggregate offering       Amount of
to be registered          registered	     price per share	       price	             registration fee       
____________________________________________________________________________________________________
                                             

<S>                      <C>                   <C>          <C>                       <C>
Common Stock,
$.10 par Value	          2,000,000(1)(2)       (3)	         $72,172,109.38(3)         $21,870.34			     
_____________________________________________________________________________________________________

<FN>

(1) Represents the aggregate number of Common Stock of the Registrant authorized
    to be issued pursuant to  the exercise of options which have been or may be
    granted under the Unifi, Inc. 1996 Incentive Stock Option Plan ("ISOP") 
    (1,000,000 shares) and the Unifi, Inc. 1996 Non-Qualified Employee Stock 
    Option Plan ("NQSOP") (1,000,000 shares).                                 

(2) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as 
    amended (the "Securities Act"), this Registration Statement covers, in 
    addition to the number of shares of Common Stock stated above, such 
    additional shares to be offered or issued to prevent dilution as a result of
    the anti-dilution provisions of the ISOP and NQSOP.                  

(3) The Proposed Maximum Offering Price Per Share and the Proposed Maximum 
    Aggregate Offering Price are as follows:
                                                             	  Proposed    
                                                            maximum aggregate
                                                             	offering price 
                                                            _________________
ISOP

     1,000,000 options presently not granted under the ISOP 
    are valued pursuant to Rule 457(c) at the average of the
    high and low prices reported in the consolidated reporting
    system on September 2, 1997 ($38.6875 + $38.00 = $76.6875 
    divided by 2) at $38.34375 per share.                       $38,343,750.00  

NQSOP

     April 18, 1996, Option Exercise price of 195,000 shares
   is $25.375 per share.                              	           4,948,125.00  

     April 17, 1997, Option Exercise price of 270,500 shares
   is $31.00 per share.	                                          8,385,500.00  

     534,500 options presently not granted under the NQSOP
   are valued pursuant to Rule 457(c) at the average of the
   high and low prices reported in the consolidated reporting
   system on September 2, 1997, ($38.6875 + $38.00 = $76.6875
   divided by 2) at $38.34375 per share.                         20,494,734.38  
                                                                ______________

                    

TOTAL PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	                $72,172,109.38	
</FN>
</TABLE>






                               	[continuation of cover page]

<PAGE>
    
                                           PART I

                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*


Item 2.  Registrant Information and Employee Plan Annual Information.*

_____________________________________________________________________


*	The information required by Part I to be contained in the Section 10(a) 
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the "Note" to Part I of Form S-8.


<PAGE>

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference.

     The following documents previously filed by Unifi, Inc. ("Unifi" or the 
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange 
Act") are hereby incorporated by reference in the Registration Statement:

     (a)  Unifi's Annual Report on Form 10-K for the year ended June 30, 1996;

     (b)  Unifi's Quarterly Reports on Form 10-Q for the quarters ended 
          September 29, 1996, December 29, 1996, and March 30, 1997, 
          respectively;

     (c)  Unifi's Current Report on Form 8-K, dated June 30, 1997,  and filed 
          with the Commission on July 15, 1997, for the purpose of reporting 
          Unifi's entering into a Contribution Agreement with Parkdale Mills, 
          Inc.;

     (d)  All other reports filed by Unifi pursuant to Section 13(a) or 15(d)
          of the Exchange Act since June 30, 1996; and 

     (e)  The description of Unifi's Common Stock, $.10 par value, contained in 
          its Registration Statement on Form 8-A filed with the Commission on 
          May 23, 1990.

     In addition, all documents filed by Unifi pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Exchange act after the date hereof and prior to the
termination of the offering are hereby deemed to be incorporated by reference.
Any statements contained 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 that 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 4.  Description of Securities.

	Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     C. Clifford Frazier, Jr., the Secretary of Unifi, is a partner in the law 
firm of Frazier, Frazier & Mahler, L.L.P., which serves as general counsel to 
Unifi.  Members of Frazier, Frazier & Mahler, L.L.P., beneficially owned 
approximately 54,000 shares of the outstanding shares of Unifi Common Stock on 
September 2, 1997.

<PAGE>
Item 6.  Indemnification of Directors and Officers.

     The Registrant's Bylaws provide that the Registrant shall indemnify a 
director, officer or employee of the Registrant who is a party to or is 
threatened to be made a party to any proceeding or action against all 
expenses, liability and loss reasonably incurred in connection with such a 
proceeding, to the fullest extent authorized by the New York Business 
Corporation Law, except that the Registrant may not indemnify a director, 
officer or employee for expenses in connection with a proceeding that such 
director, officer or employee initiated unless the Registrant authorized the
proceeding.  Section 721 of the New York Business Corporation Law prohibits 
indemnification of directors and officers if (i) in a judgment against the 
director or officer or in another final adjudication adverse to him it is 
determined that such director or officer either acted in bad faith or acted
with deliberate dishonesty, and his actions were material to the 
adjudication, or (ii) the director or officer personally gained a financial 
profit or other advantage to which he was not entitled.

     Pursuant to the Registrant's Certificate of Incorporation, a director of
the Registrant is generally not subject to monetary damages for negligence 
and gross negligence, including grossly negligent business decisions 
involving takeover proposals for the Registrant, in the performance of the 
director's duty of care.  Other remedies, such as injunctive relief against, 
and rescission of actions taken by, the director are still available.  A 
director remains liable for monetary damages, however, if (i) the director's
acts or omissions were in bad faith or involved intentional misconduct or a 
knowing violation of the law; (ii) the director personally gained a financial
profit or other advantage to which the director was not legally entitled; or
(iii) the director's acts violated laws of the New York Business Corporation
Law relating to the payment of dividends, purchase of shares or distributions
of assets after dissolution.

     The foregoing is only a general summary of certain aspects of New York 
law dealing with indemnification and liability of directors and officers and 
does not purport to be complete.  It is qualified in its entirety by 
reference to the relevant statutes which contain detailed, specific 
provisions regarding the circumstances under which and the person for whose 
benefit indemnification shall or may be made.  Section 721 of the New York 
Business Corporations Law is set forth in Exhibit 99.1 hereto and is 
incorporated herein by reference.

     As authorized by the Bylaws and by statute, the Registrant has purchased
liability insurance policies providing an aggregate of $20,000,000 coverage 
for all directors and officers of the Registrant and providing for 
reimbursement to the Registrant for payments made on behalf of directors and 
officers pursuant to the indemnification provisions.

Item 7.  Exemption from Registration Claimed.

     Not applicable.


<PAGE>
Item 8.  Exhibits

     The following Exhibits are filed with or incorporated by reference in 
this Registration Statement: 

   Exhibit No.
  (per Table I in
Item 601 of Reg S-K)					                     Description of Exhibit
____________________                          ______________________


      4.1                         Specimen Certificate of Unifi, Inc.'s common
                                  stock, filed as Exhibit 4(a) to the 
                                  Registration Statement on Form S-1,
                                  (Registration No. 2-45405) which is
                                  incorporated herein by reference.

      5.1                         Opinion of Frazier, Frazier & Mahler, 
                                  L.L.P. as to legality of securities being 
                                  registered.


      23.1                       Consent of Frazier, Frazier & Mahler, L.L.P.
                                 (included in Exhibit 5.1)

      23.2                       Consent of Ernst & Young LLP.

      24.1                       Power of Attorney.

      99.1                       Provisions of New York Business Corporation 
                                 Law relating to indemnification of directors
                                 and officers.

      99.2                       Unifi, Inc. 1996 Incentive Stock Option Plan
                                 (filed as Exhibit (10f) with Unifi's Form 
                                 10-K for the fiscal year ended June 30, 1996) 
                                 which is incorporated herein by reference.

      99.3                       Unifi, Inc. 1996 Non-Qualified Stock Option
                                 Plan (filed as Exhibit (10g) with Unifi's 
                                 Form 10-K for the fiscal year ended June 30,
                                 1996) which is incorporated herein by 
                                 reference.


<PAGE>
Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising 
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in 
          the aggregate, represent a fundamental change in the information 
          set forth in the Registration Statement.  Notwithstanding the 
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed 
          that which was registered) and any deviation from the low or high end
          of the estimated maximum offering range may be reflected in the form
          of prospectus filed with the Commission pursuant to Rule 424(b) 
          (Section 230.424(b) of this chapter) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in
          the maximum aggregate offering price set forth in the "Calculation
          of Registration Fee" table in the effective Registration Statement.

               (iii) 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. 

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 (Section 239.13 of this chapter)
or Form S-8 (Section 239.16b of this chapter) and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the 
     Securities Act of 1933, 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.

          (4) If the Registrant is a foreign private issuer, to file a post-
     effective amendment to the Registration Statement to include any 
     financial statements required by Section 201.3-19 of this chapter at the
     start of any delayed offering or throughout a continuous offering.  
     Financial statements and information otherwise required by Section 10(a)(3)
     of the Act need not be furnished, provided that the Registrant includes in 


<PAGE>
     the prospectus, by means of a post-effective amendment, financial 
     statements required pursuant to this paragraph (a)(4) and other 
     information necessary to ensure that all other information in the 
     prospectus is at least as current as the date of those financial 
     statements.  Notwithstanding the foregoing, with respect to registration
     statements on Form F-3 (Section 239.33 of this chapter), a post-
     effective amendment need not be filed to include financial statements 
     and information required by Section 10(a)(3) of the Act or Section 
     210.3-19 of this chapter if such financial statements and information 
     are contained in periodic reports filed with or furnished to the 
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of 
     the Securities Exchange Act of 1934 that are incorporated by reference 
     in the Form F-3.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses 
incurred or paid by the director, officer or controlling person of the 
Registrant 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 Registrant will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.


<PAGE>
                                    SIGNATURES
                                    __________


     The Registrant.  Pursuant to the requirements of the Securities Act of 
1933, the Registrant 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 Greensboro, State of North 
Carolina, on September 5, 1997.



                               UNIFI, INC.



                               By:  WILLIS C. MOORE, III
                                    Willis C. Moore, III
                                    Vice President and Chief Financial 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
     _________                    _____                         ____


G. ALLEN MEBANE, IV*        Chairman of the              September 5, 1997     
G. Allen Mebane, IV         Board of Directors      



WILLIAM T. KRETZER*         President, Chief             September 5, 1997
William T. Kretzer          Executive Officer
                            (Principal Executive
                            Officer) and Director



JERRY W. ELLER*             Executive Vice               September 5, 1997
Jerry W. Eller              President and
                            Director



G. ALFRED WEBSTER*          Executive Vice               September 5, 1997
G. Alfred Webster           President and Director



ROBERT A. WARD*             Director                     September 5, 1997
Robert A. Ward



CHARLES R. CARTER*          Director                     September 5, 1997
Charles R. Carter


<PAGE>



                            Director                      September 5, 1997
Kenneth G. Langone



DONALD F. ORR*              Director                      September 5, 1997
Donald F. Orr



J. B. DAVIS*               Director                      September 5, 1997
J. B. Davis         



                           Director                      September 5, 1997
R. Wiley Bourne, Jr.        
                       


*By:  WILLIS C. MOORE, III
      Willis C. Moore, III
      Attorney-in-Fact


<PAGE>







                                         EXHIBITS


<PAGE>



     Exhibit No.
  (per Table I in
Item 601 of Reg S-K                         Description of Exhibit
___________________                         ______________________


      4.1*                   Specimen Certificate of Unifi, Inc.'s common stock,
                             filed as Exhibit 4(a) to the Registration Statement
                             on Form S-1 (Registration No. 2-45405) which is 
                             incorporated herein by reference.


      5.1                    Opinion of Frazier, Frazier & Mahler, L.L.P., as to
                             legality of securities being registered.


     23.1                    Consent of Frazier, Frazier & Mahler, L.L.P.
                             (included in Exhibit 5.1)


     23.2                    Consent of Ernst & Young LLP.


     24.1                    Power of Attorney.


     99.1                    Provisions of New York Business Corporation Law
                             relating to Indemnification of Directors and 
                             Officers.


     99.2*                   Unifi, Inc. 1996 Incentive Stock Option Plan (filed
                             as Exhibit (10f) with Unifi's Form 10-K for the
                             fiscal year ended June 30, 1996) which is 
                             incorporated herein by reference.


     99.3*                   Unifi, Inc. 1996 Non-Qualified Stock Option Plan
                             (filed as Exhibit 10(g) with Unifi's 10-K for the 
                             fiscal year ended June 30, 1996) which is
                             incorporated herein by reference.



*     Incorporated by reference


<PAGE>
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Registration No. 33-__________

 
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
      	                    Washington, DC  20549

     	                            FORM S-8

	
      	     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            New York								                                  11-2165495
(State or other jurisdiction				                      		   (I.R.S. Employer 
of incorporation or organization)                          Identification No.)

	                        7201 West Friendly Avenue
	                         Greensboro, N.C.  27410
	     (Address of Principal Executive Office, including Zip Code)

	               UNIFI, INC. 1996 INCENTIVE STOCK OPTION PLAN
	             UNIFI, INC. 1996 NON-QUALIFIED STOCK OPTION PLAN
	                        (Full title of the plans)

	                           WILLIS C. MOORE, III
	                 Vice President and Chief Financial Officer
	                              Unifi, Inc.
	                     7201 West Friendly Avenue 
	                      Greensboro, N.C.  27410
	                (Name and address of agent for service)

	                             (910) 294-4410
	     (Telephone number, including area code, of agent for service)

	                               Copies to:

	                           CHARLES F. McCOY
	                     Frazier, Frazier & Mahler, L.L.P.
	                           P. O. Drawer 1559
	                        Greensboro, N.C.  27402
	                           (910) 378-7785

	             [the cover page is continued on the following page]
CALCULATION OF REGISTRATION FEE
Proposed
   Title                				                 Proposed	    	     maximum  
of securities 	          Amount to be	    maximum offering    aggregate offering       Amount of
to be registered          registered	     price per share	       price	             registration fee       
____________________________________________________________________________________________________
Common Stock,
$.10 par Value	          2,000,000(1)(2)       (3)	         $72,172,109.38(3)         $21,870.34			     
_____________________________________________________________________________________________________
(1) Represents the aggregate number of Common Stock of the Registrant authorized
    to be issued pursuant to  the exercise of options which have been or may be
    granted under the Unifi, Inc. 1996 Incentive Stock Option Plan ("ISOP") 
    (1,000,000 shares) and the Unifi, Inc. 1996 Non-Qualified Employee Stock 
    Option Plan ("NQSOP") (1,000,000 shares).                                 

(2) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as 
    amended (the "Securities Act"), this Registration Statement covers, in 
    addition to the number of shares of Common Stock stated above, such 
    additional shares to be offered or issued to prevent dilution as a result of
    the anti-dilution provisions of the ISOP and NQSOP.                  

(3) The Proposed Maximum Offering Price Per Share and the Proposed Maximum 
    Aggregate Offering Price are as follows:
                                                             	  Proposed    
                                                            maximum aggregate
                                                             	offering price 
                                                            _________________
ISOP

     1,000,000 options presently not granted under the ISOP 
    are valued pursuant to Rule 457(c) at the average of the
    high and low prices reported in the consolidated reporting
    system on September 2, 1997 ($38.6875 + $38.00 = $76.6875 
    divided by 2) at $38.34375 per share.                       $38,343,750.00  

NQSOP

     April 18, 1996, Option Exercise price of 195,000 shares
   is $25.375 per share.                              	           4,948,125.00  

     April 17, 1997, Option Exercise price of 270,500 shares
   is $31.00 per share.	                                          8,385,500.00  

     534,500 options presently not granted under the NQSOP
   are valued pursuant to Rule 457(c) at the average of the
   high and low prices reported in the consolidated reporting
   system on September 2, 1997, ($38.6875 + $38.00 = $76.6875
   divided by 2) at $38.34375 per share.                         20,494,734.38  
                                                                ______________

                    

TOTAL PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	                $72,172,109.38
[continuation of cover page]
PART I

                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

_____________________________________________________________________

*	The information required by Part I to be contained in the Section 10(a) 
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the "Note" to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference.

     The following documents previously filed by Unifi, Inc. ("Unifi" or the 
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange 
Act") are hereby incorporated by reference in the Registration Statement:

     (a)  Unifi's Annual Report on Form 10-K for the year ended June 30, 1996;

     (b)  Unifi's Quarterly Reports on Form 10-Q for the quarters ended 
          September 29, 1996, December 29, 1996, and March 30, 1997, 
          respectively;

     (c)  Unifi's Current Report on Form 8-K, dated June 30, 1997,  and filed 
          with the Commission on July 15, 1997, for the purpose of reporting 
          Unifi's entering into a Contribution Agreement with Parkdale Mills, 
          Inc.;

     (d)  All other reports filed by Unifi pursuant to Section 13(a) or 15(d)
          of the Exchange Act since June 30, 1996; and 

     (e)  The description of Unifi's Common Stock, $.10 par value, contained in 
          its Registration Statement on Form 8-A filed with the Commission on 
          May 23, 1990.

     In addition, all documents filed by Unifi pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Exchange act after the date hereof and prior to the
termination of the offering are hereby deemed to be incorporated by reference.
Any statements contained 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 that 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 4.  Description of Securities.

	Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     C. Clifford Frazier, Jr., the Secretary of Unifi, is a partner in the law 
firm of Frazier, Frazier & Mahler, L.L.P., which serves as general counsel to 
Unifi.  Members of Frazier, Frazier & Mahler, L.L.P., beneficially owned 
approximately 54,000 shares of the outstanding shares of Unifi Common Stock on 
September 2, 1997.
Item 6.  Indemnification of Directors and Officers.

     The Registrant's Bylaws provide that the Registrant shall indemnify a 
director, officer or employee of the Registrant who is a party to or is 
threatened to be made a party to any proceeding or action against all 
expenses, liability and loss reasonably incurred in connection with such a 
proceeding, to the fullest extent authorized by the New York Business 
Corporation Law, except that the Registrant may not indemnify a director, 
officer or employee for expenses in connection with a proceeding that such 
director, officer or employee initiated unless the Registrant authorized the
proceeding.  Section 721 of the New York Business Corporation Law prohibits 
indemnification of directors and officers if (i) in a judgment against the 
director or officer or in another final adjudication adverse to him it is 
determined that such director or officer either acted in bad faith or acted
with deliberate dishonesty, and his actions were material to the 
adjudication, or (ii) the director or officer personally gained a financial 
profit or other advantage to which he was not entitled.

     Pursuant to the Registrant's Certificate of Incorporation, a director of
the Registrant is generally not subject to monetary damages for negligence 
and gross negligence, including grossly negligent business decisions 
involving takeover proposals for the Registrant, in the performance of the 
director's duty of care.  Other remedies, such as injunctive relief against, 
and rescission of actions taken by, the director are still available.  A 
director remains liable for monetary damages, however, if (i) the director's
acts or omissions were in bad faith or involved intentional misconduct or a 
knowing violation of the law; (ii) the director personally gained a financial
profit or other advantage to which the director was not legally entitled; or
(iii) the director's acts violated laws of the New York Business Corporation
Law relating to the payment of dividends, purchase of shares or distributions
of assets after dissolution.

     The foregoing is only a general summary of certain aspects of New York 
law dealing with indemnification and liability of directors and officers and 
does not purport to be complete.  It is qualified in its entirety by 
reference to the relevant statutes which contain detailed, specific 
provisions regarding the circumstances under which and the person for whose 
benefit indemnification shall or may be made.  Section 721 of the New York 
Business Corporations Law is set forth in Exhibit 99.1 hereto and is 
incorporated herein by reference.

     As authorized by the Bylaws and by statute, the Registrant has purchased
liability insurance policies providing an aggregate of $20,000,000 coverage 
for all directors and officers of the Registrant and providing for 
reimbursement to the Registrant for payments made on behalf of directors and 
officers pursuant to the indemnification provisions.

Item 7.  Exemption from Registration Claimed.

     Not applicable.
Item 8.  Exhibits

     The following Exhibits are filed with or incorporated by reference in 
this Registration Statement: 

   Exhibit No.
  (per Table I in
Item 601 of Reg S-K)					                     Description of Exhibit
____________________                          ______________________

      4.1                         Specimen Certificate of Unifi, Inc.'s common
                                  stock, filed as Exhibit 4(a) to the 
                                  Registration Statement on Form S-1,
                                  (Registration No. 2-45405) which is
                                  incorporated herein by reference.

      5.1                         Opinion of Frazier, Frazier & Mahler, 
                                  L.L.P. as to legality of securities being 
                                  registered.

      23.1                       Consent of Frazier, Frazier & Mahler, L.L.P.
                                 (included in Exhibit 5.1)

      23.2                       Consent of Ernst & Young LLP.

      24.1                       Power of Attorney.

      99.1                       Provisions of New York Business Corporation 
                                 Law relating to indemnification of directors
                                 and officers.

      99.2                       Unifi, Inc. 1996 Incentive Stock Option Plan
                                 (filed as Exhibit (10f) with Unifi's Form 
                                 10-K for the fiscal year ended June 30, 1996) 
                                 which is incorporated herein by reference.

      99.3                       Unifi, Inc. 1996 Non-Qualified Stock Option
                                 Plan (filed as Exhibit (10g) with Unifi's 
                                 Form 10-K for the fiscal year ended June 30,
                                 1996) which is incorporated herein by 
                                 reference.
Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising 
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in 
          the aggregate, represent a fundamental change in the information 
          set forth in the Registration Statement.  Notwithstanding the 
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed 
          that which was registered) and any deviation from the low or high end
          of the estimated maximum offering range may be reflected in the form
          of prospectus filed with the Commission pursuant to Rule 424(b) 
          (Section 230.424(b) of this chapter) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in
          the maximum aggregate offering price set forth in the "Calculation
          of Registration Fee" table in the effective Registration Statement.

               (iii) 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. 

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 (Section 239.13 of this chapter)
or Form S-8 (Section 239.16b of this chapter) and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the 
     Securities Act of 1933, 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.

          (4) If the Registrant is a foreign private issuer, to file a post-
     effective amendment to the Registration Statement to include any 
     financial statements required by Section 201.3-19 of this chapter at the
     start of any delayed offering or throughout a continuous offering.  
     Financial statements and information otherwise required by Section 10(a)(3)
     of the Act need not be furnished, provided that the Registrant includes in
the prospectus, by means of a post-effective amendment, financial 
     statements required pursuant to this paragraph (a)(4) and other 
     information necessary to ensure that all other information in the 
     prospectus is at least as current as the date of those financial 
     statements.  Notwithstanding the foregoing, with respect to registration
     statements on Form F-3 (Section 239.33 of this chapter), a post-
     effective amendment need not be filed to include financial statements 
     and information required by Section 10(a)(3) of the Act or Section 
     210.3-19 of this chapter if such financial statements and information 
     are contained in periodic reports filed with or furnished to the 
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of 
     the Securities Exchange Act of 1934 that are incorporated by reference 
     in the Form F-3.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses 
incurred or paid by the director, officer or controlling person of the 
Registrant 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 Registrant will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
                                    __________

     The Registrant.  Pursuant to the requirements of the Securities Act of 
1933, the Registrant 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 Greensboro, State of North 
Carolina, on September 5, 1997.

                               UNIFI, INC.

                               By:  WILLIS C. MOORE, III
                                    Willis C. Moore, III
                                    Vice President and Chief Financial 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
     _________                    _____                         ____

G. ALLEN MEBANE, IV*        Chairman of the              September 5, 1997     
G. Allen Mebane, IV         Board of Directors      

WILLIAM T. KRETZER*         President, Chief             September 5, 1997
William T. Kretzer          Executive Officer
                            (Principal Executive
                            Officer) and Director

JERRY W. ELLER*             Executive Vice               September 5, 1997
Jerry W. Eller              President and
                            Director

G. ALFRED WEBSTER*          Executive Vice               September 5, 1997
G. Alfred Webster           President and Director

ROBERT A. WARD*             Director                     September 5, 1997
Robert A. Ward

CHARLES R. CARTER*          Director                     September 5, 1997
Charles R. Carter
Director                      September 5, 1997
Kenneth G. Langone

DONALD F. ORR*              Director                      September 5, 1997
Donald F. Orr

J. B. DAVIS*               Director                      September 5, 1997
J. B. Davis         

                           Director                      September 5, 1997
R. Wiley Bourne, Jr.        
                       

*By:  WILLIS C. MOORE, III
      Willis C. Moore, III
      Attorney-in-Fact
EXHIBITS
Exhibit No.
  (per Table I in
Item 601 of Reg S-K                         Description of Exhibit
___________________                         ______________________

      4.1*                   Specimen Certificate of Unifi, Inc.'s common stock,
                             filed as Exhibit 4(a) to the Registration Statement
                             on Form S-1 (Registration No. 2-45405) which is 
                             incorporated herein by reference.

      5.1                    Opinion of Frazier, Frazier & Mahler, L.L.P., as to
                             legality of securities being registered.

     23.1                    Consent of Frazier, Frazier & Mahler, L.L.P.
                             (included in Exhibit 5.1)

     23.2                    Consent of Ernst & Young LLP.

     24.1                    Power of Attorney.

     99.1                    Provisions of New York Business Corporation Law
                             relating to Indemnification of Directors and 
                             Officers.

     99.2*                   Unifi, Inc. 1996 Incentive Stock Option Plan (filed
                             as Exhibit (10f) with Unifi's Form 10-K for the
                             fiscal year ended June 30, 1996) which is 
                             incorporated herein by reference.

     99.3*                   Unifi, Inc. 1996 Non-Qualified Stock Option Plan
                             (filed as Exhibit 10(g) with Unifi's 10-K for the 
                             fiscal year ended June 30, 1996) which is
                             incorporated herein by reference.

*     Incorporated by reference