Registration No. 333-________

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ___________________
                                   Form S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                             ___________________

                                  CULP, INC.
           (Exact name of registrant, as specified in its charter)
     North Carolina                                          56-1001967
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)
                            101 South Main Street
                             Post Office Box 2686
                    High Point, North Carolina 27261-2686
                  (Address of principal executive officers)
                             ___________________

                                  Culp, Inc.
                            1993 Stock Option Plan
                           (Full title of the plan)
                             ___________________

                              PHILLIP W. WILSON
                  Vice President and Chief Financial Officer
                                  Culp, Inc.
                            101 South Main Street
                             Post Office Box 2686
                    High Point, North Carolina 27261-2686
                   (Name and address of agent for service)
                                (336) 889-5161
        (Telephone number, including area code, of agent for service)



                       CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                      Proposed maximum    Proposed maximum
   Title of securities                  Amount to be   offering price    aggregate offering     Amount of
     to be registered                   registered        per unit           price           registration fee
=============================================================================================================
                                                                                    
Common Stock, $.05 par value             350,000(1)        $3.56(2)        $1,246,000(2)         $311.50
(including options under the Culp,
Inc. 1993 Stock Option Plan and
including associated rights to
purchase Series A Participating
Preferred Stock) (3)
=============================================================================================================

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended,  this
      registration  statement  also  relates  to an  indeterminate  number  of
      additional  shares of common stock  issuable  with respect to the shares
      registered  hereunder in the event of a stock split,  stock  dividend or
      other similar transaction.
(2)   In  accordance  with Rule  457(h)(1) of  Regulation C, the price for the
      shares is computed  on the basis of the average  high and low prices for
      Common  Shares  on April  18,  2001 as  reported  on the New York  Stock
      Exchange.
(3)   Each share of Common  Stock of the  Company  has one  attached  right to
      purchase  Series  A  Participating  Preferred  Stock  under  the  Rights
      Agreement  dated as of October 8, 1999 between Culp,  Inc. and Equiserve
      Trust Company, N.A., as Rights Agent.
=============================================================================================================


                     PART II INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

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

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

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


Item 6.  Indemnification of Directors and Officers.

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

      Sections  55-8-50 through 55-8-58 of the North Carolina  Corporation Act
permit a  corporation  to  indemnify  its  directors,  officers,  employees or
agents  under  either  or  both  a  statutory   or   nonstatutory   scheme  of
indemnification.  Under the statutory  scheme, a corporation may, with certain
exceptions,   indemnify  a  director,   officer,  employee  or  agent  of  the
corporation  who  was,  is or is  threatened  to  be  made,  a  party  to  any
threatened,  pending or completed  legal action,  suit or proceeding,  whether
civil, criminal,  administrative,  or investigative,  because of the fact that
such person was a director,  officer, agent or employee of the corporation, or
is or was serving at the request of such  corporation as a director,  officer,
employee or agent of another  corporation  or  enterprise.  This indemnity may
include  the  obligation  to  pay  any  judgment,  settlement,  penalty,  fine
(including  an excise tax assessed  with respect to an employee  benefit plan)
and reasonable  expenses  incurred in connection with a proceeding  (including
counsel  fees),  but no  such  indemnification  may  be  granted  unless  such
director,  officer,  agent or  employee  (i)-conducted  himself in good faith,
(ii)-reasonable  believed  (1)-that any action taken in his official  capacity
with the  corporation  was in the best interest of the corporation or (2)-that
in all other cases his  conduct at least was not opposed to the  corporation's
best  interest,  and  (iii)-in  the case of any  criminal  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  Whether a director has
met the  requisite  standard  of conduct for the type of  indemnification  set
forth  above  is  determined  by  the  board  of  directors,  a  committee  of
directors,  special  legal  counsel or the  shareholders  in  accordance  with
Section 55-8-55 of the North Carolina  Corporation  Act. A corporation may not
indemnify  a  director  under  the  statutory  scheme  in  connection  with  a
proceeding  by or in the right of the  corporation  in which the  director was
adjudged  liable to the  corporation  or in  connection  with a proceeding  in
which a  director  was  adjudged  liable on the basis of  having  received  an
improper personal benefit.

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

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

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

Item 8.  Exhibits.

   Exhibit Number                            Description
         4.1          Culp,  Inc.  1993  Stock  Option  Plan  (incorporated  by
                      reference  to  Exhibit  10(o)  of  the  Company's  Annual
                      Report  on Form  10-K for the  fiscal  year  ended May 2,
                      1993)

         4.2          Amendments   to  Culp,   Inc.   1993  Stock  Option  Plan
                      (incorporated  by  reference  to  Exhibit  10(rr)  of the
                      Company's  Annual Report on Form 10-K for the fiscal year
                      ended April 30, 2000)

         4.3          Articles  of  Incorporation  of the  Company,  as amended
                      (incorporated   by  reference  to  Exhibit  3(i)  of  the
                      Company's  Quarterly  Report on Form 10-Q for the  period
                      ended January 29, 1995)

         4.4          Articles  of  Amendment,  dated  October 5, 1999,  to the
                      Company's  Articles  of  Incorporation  (incorporated  by
                      reference to Exhibit  3(iii) of the  Company's  Quarterly
                      Report  on Form 10-Q for the  period  ended  October  31,
                      1999)

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

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

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

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

        23.2          Consent of KPMG LLP

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

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

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

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

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

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


Item 9.  Undertakings.

      The Company hereby undertakes as follows:

      (1)   To file,  during  any  period  in which  offers or sales are being
made, a  post-effective  amendment to this  registration  statement to include
any  material  information  with  respect  to the  plan  of  distribution  not
previously  disclosed in the registration  statement or any material change to
such information in the registration statement.

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

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

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

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



                                  SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, the Company
certifies that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-8 and has duly  caused  this  registration
statement  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized,  in the City of High Point,  State of North  Carolina on this 19th
day of April, 2001.

                                    CULP, INC.

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

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

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

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

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

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

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

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

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

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

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

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

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



                                EXHIBIT INDEX

   Exhibit Number                            Description
         4.1          Culp,  Inc.  1993  Stock  Option  Plan  (incorporated  by
                      reference  to  Exhibit  10(o)  of  the  Company's  Annual
                      Report  on Form  10-K for the  fiscal  year  ended May 2,
                      1993)

         4.2          Amendments   to  Culp,   Inc.   1993  Stock  Option  Plan
                      (incorporated  by  reference  to  Exhibit  10(rr)  of the
                      Company's  Annual Report on Form 10-K for the fiscal year
                      ended April 30, 2000)

         4.3          Articles  of  Incorporation  of the  Company,  as amended
                      (incorporated   by  reference  to  Exhibit  3(i)  of  the
                      Company's  Quarterly  Report on Form 10-Q for the  period
                      ended January 29, 1995)

         4.4          Articles  of  Amendment,  dated  October 5, 1999,  to the
                      Company's  Articles  of  Incorporation  (incorporated  by
                      reference to Exhibit  3(iii) of the  Company's  Quarterly
                      Report  on Form 10-Q for the  period  ended  October  31,
                      1999)

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

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

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

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

        23.2          Consent of KPMG LLP

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

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

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

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

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

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