As ~~Filed~~filed with the Securities and Exchange Commission on ~~December 18, 1997 Registration No. 333-____ ================================================================================~~March 16, 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ~~---------------~~

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 ~~---------------~~

CULP, INC. ~~(Exact~~

(Exact name of registrant as specified in its charter)



North Carolina ~~2221 56-1001967 (State~~ (State or other jurisdiction of ~~(Primary Standard Industrial (I.R.S. Employer~~ incorporation or organization) ~~Classification Code Number)~~		56-1001967 (I.R.S. Employer Identification ~~Number)~~ No.)

~~101 South Main Street~~

1823 Eastchester Drive
High Point, North Carolina ~~27261-2686 Tel: (910)~~27265
(336) 889-5161 ~~(Address,~~
(Address including zip code, and telephone number, including area code, of ~~registrant's~~registrant’s principal executive ~~offices) --------------- FRANKLIN~~office)

Franklin N. ~~SAXON SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CULP, INC. 101 South Main Street~~ Saxon
1823 Eastchester Drive
High Point, North Carolina ~~27261-2686 Tel: (910)~~27265
(Name and address of agent for service)

(336) 889-5161 ~~(Name, address, including zip code, and telephone~~
(Telephone number, including area code, of agent for service) ~~--------------- Copies To: HENRY~~

Withcopy to:
Henry H. ~~RALSTON JOHN M. HERRING ROBINSON, BRADSHAW~~Ralston, Esq.
Robinson, Bradshaw & ~~HINSON,~~Hinson, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246 ~~Tel:~~
(704) 377-2536

Approximate date of commencement of proposed sale to the ~~public: As soon as practicable~~public: At such time or times after the effective date of this Registration Statement ~~becomes effective.~~ as the selling shareholder shall determine.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following ~~box: [X]~~ box.þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same ~~offering: [ ]~~ offering.o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment ~~filed~~thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following ~~box and list~~box.o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 4l3(b) under the Securities Act, ~~registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please~~ check the following ~~box: [ ] ---------------~~ box.o

CALCULATION OF REGISTRATION FEE

~~- -------------------------------------------------- -------------------------------- ---------------------------------~~


		Proposed Maximum
Title of Shares to		Aggregate Price Per	Proposed Maximum Aggregate	Amount of ~~Title of Each Class of Aggregate Registration Securities~~
be Registered	Amount to be Registered	Share	Offering Price ~~(1)~~	Registration Fee ~~- -------------------------------------------------- -------------------------------- ---------------------------------~~
Common Stock ~~$.05~~$0.05 par ~~value................ $14,218,750 $4,308.71 =====================================================================================================================~~ value (including associated rights for purchase of Series A Participating Preferred Shares)⁽⁴⁾	798,582 shares⁽¹⁾⁽²⁾	$6.89⁽³⁾	$5,502,229.98⁽³⁾	$168.92

(1) Estimated solely for the purpose of calculating the registration fee pursuant to 457(c), based on the average of the high and low prices of the Common Stock, as reported on the New York Stock Exchange, on December 17, 1997. ---------------


(1)		All of the shares of common stock offered hereby are for the account of the selling shareholder.

(2)		The shares of common stock set forth in the Calculation of Registration Fee Table, and which may be offered pursuant to this Registration Statement, include, pursuant to Rule 416 of the Securities Act of 1933, as amended, such additional number of shares of the Registrant’s common stock that may become issuable as a result of any stock splits, stock dividends or similar event.

(3)		Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices for the Registrant’s common stock on March 14, 2007, as reported on the New York Stock Exchange in accordance with Rule 457(c) under the Securities Act of 1933.

(4)		Each share of common stock offered hereby will have one associated attached right for the purchase of the Registrant’s Series A Participating Preferred Shares pursuant to the Rights Agreement, dated as of October 8, 1999, between the Registrant and Equiserve Trust Company, N.A., as rights agent.

The ~~Registrant~~registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ~~================================================================================~~

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED ~~DECEMBER 18, 1997 700,000 Shares [GRAPHIC OMITTED]~~ MARCH 16, 2007

CULP, ~~Common Stock ---------------~~ INC.

798,582 SHARES OF COMMON STOCK

This ~~Prospectus~~prospectus relates to the resale of up to 798,582 shares ~~(the "Shares")~~ of common stock, ~~(the "Common Stock"), $.05~~$0.05 par value, ~~per share,~~ of Culp, Inc. ~~("Culp" or the "Company")~~that may be offered ~~hereby. The Offering (this "Offering") of Shares under this Prospectus is made by certain shareholders of the Company named herein (the "Selling Shareholders"). See "Selling Shareholders"~~ and ~~"Plan of Distribution." The Company will not receive any of the proceeds from the sale of Shares offered by the Selling Shareholders. The Shares may be~~ sold from time to time by the ~~Selling Shareholders~~selling shareholder named in this prospectus. The shares were issued in connection with the acquisition of certain assets of International Textile Group, Inc. which was completed on ~~the New York Stock Exchange (the "NYSE") on terms to be determined at the time of each sale.~~ January 22, 2007.

The ~~Selling Shareholders also~~selling shareholder may ~~make private sales~~offer its shares from time to time through public or private transactions, including, without limitation, through any means described in the section of this prospectus entitled “Plan of Distribution,” at prevailing market prices or at prices negotiated with buyers. The timing and amount of any sale are within the sole discretion of the selling shareholder. The selling shareholder may make sales directly to purchasers, through brokers, agents or dealers, or through a ~~broker or brokers. Alternatively, the Selling Shareholders may offer Shares from time to time to or through underwriters, dealers or agents, who may receive consideration~~combination of these methods. The selling shareholder will bear all commissions and other compensation, if any, paid in the form of discounts and commissions. Such commissions, which may exceed ordinary broker commissions, may be paid by the Selling Shareholders and/or the purchasers of the Shares for whom such underwriters, dealers and agents may act. See "Selling Shareholders" and "Plan of Distribution." The Selling Shareholders and any dealers or agents that participate in the distribution of the Shares may be considered "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any profit onconnection with the sale of Shares offered by them and any discounts, commissions, or concessions received by any such dealers or agents may be considered underwriting discounts and commissions under the Securities Act. Although the Companyits shares.

Culp, Inc. will not receive any proceeds from the ~~sale~~disposition of ~~Shares~~the shares by the ~~Selling Shareholders hereunder, the Company will pay the expenses that it incurs in connection~~selling shareholder. All costs associated with the registration of these shares will be borne equally by Culp, Inc. and the ~~Shares with~~selling shareholder;provided, that the selling shareholder will not be responsible for such costs in excess of $50,000.

Our common stock is quoted on the New York Stock Exchange under the symbol CFI. On March 15, 2007, the last reported sale price for our common stock was $7.07.

This investment involves a high degree of risk. See “Risk Factors” beginning on page 5 for a description of certain matters which you should consider before investing in our common stock.

Neither the Securities and Exchange Commission ~~(the "Commission")~~nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [].

FORWARD-LOOKING STATEMENTS

This prospectus contains statements that may be deemed “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 27A of the Securities and Exchange Act of 1934). ~~See "Plan~~Such statements are inherently subject to risks and uncertainties. Further, forward-looking statements are intended to speak only as of ~~Distribution."~~the date on which they are made. Forward-looking statements are statements that include projections, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often but not always characterized by qualifying words such as “expect,” “believe,” “estimate,” “plan” and “project” and their derivatives, and include but are not limited to statements about expectations for the company’s future operations or success, sales, gross profit margins, operating income, SG&A or other expenses, and earnings, as well as any statements regarding future economic or industry trends or future developments. Factors that could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, consumer confidence, trends in disposable income, and general economic conditions. Decreases in these economic indicators could have a negative effect on the company’s business and prospects. Likewise, increases in interest rates, particularly home mortgage rates, and increases in consumer debt or the general rate of inflation, could affect the company adversely. In addition, changes in consumer preferences for various categories of furniture coverings, as well as changes in costs to produce such products (including import duties and quotas or other import costs) can have significant effect on demand for the company’s products. The ~~Common Stock~~company’s level of success in integrating its recent acquisition and in capturing and retaining sales to customers related to the acquisition will affect the company’s ability to meet its sales goals. Also, changes in the value of the U.S. dollar versus other currencies can affect the company’s financial results because a significant portion of the company’s operations are located outside the United States. Further, economic and political instability in international areas could affect the company’s operations or sources of goods in those areas, as well as demand for the company’s products in international markets. Finally, unanticipated delays or costs in executing restructuring actions could cause the cumulative effect of restructuring actions to fail to meet the objectives set forth by management. Further information about these factors, as well as other factors that could affect the company’s future operations or financial results and the matters discussed in forward-looking statements are included in the “Risk Factors” section of this prospectus beginning on page 5.

TABLE OF CONTENTS


	Page
FORWARD-LOOKING STATEMENTS		2
PROSPECTUS SUMMARY		3
RISK FACTORS		5
USE OF PROCEEDS		9
ACQUISITION OF THE SHARES BY THE SELLING SHAREHOLDER		9
SELLING SHAREHOLDER		9
PLAN OF DISTRIBUTION		10
LEGAL MATTERS		11
EXPERTS		12
WHERE YOU CAN FIND MORE INFORMATION		12

You should rely only on the information contained in this prospectus and in any prospectus supplements. We have not, and the selling shareholder has not, authorized anyone to provide you with information different from that contained in this prospectus and in any prospectus supplements. The selling shareholder is not making an offer to sell or seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is complete and accurate as of the date of this prospectus, but the information may have changed since that date.

Unless the context otherwise indicates, references in this prospectus to the terms “Culp,” “we,” “our” and “us” refer to Culp, Inc. and its subsidiaries.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. You should read carefully the entire prospectus, including “Risk Factors” and the other information contained or incorporated by reference in this prospectus, before making an investment decision.

The Company

Culp, which we sometimes refer to as the company, markets and manufactures mattress fabrics (also known as mattress ticking) used for covering mattresses and box springs and upholstery fabrics primarily for use in production of upholstered furniture (residential and commercial). Our executive offices are located in High Point, North Carolina. The company was organized as a North Carolina corporation in 1972 and made its initial public offering in 1983. Since 1997, our stock has been listed on the New York Stock Exchange ~~(the "NYSE")~~and traded under the symbol ~~"CFI." On December 17, 1997,~~“CFI.”

Management believes that Culp is the ~~last reported~~largest producer of mattress fabrics in North America, as measured by total sales, ~~price~~and one of the Common Stock on the NYSE was $20.375 per share. See "Risk Factors" beginning on page 5 for certain considerations relevant to an investment in the Common Stock. --------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- The datetwo largest marketers of ~~this Prospectus is ____________, 1997.~~ AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 as well as at the Commission's regional offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at Seven World Trade Center, 13th Floor, New York, New York 10048. Copies can be obtained from the Commission by mail at prescribed rates. Requests should be directed to the Commission's Public Reference Branch, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such material may also be accessed electronically by means of the Commission's home page on the Internet (http://www.sec.gov). Such information may also be inspected and copied at the offices of the NYSE at 20 Broad Street, New York, New York 10005. This Prospectus constitutes a part of a registration statement on Form S-3 (herein, together with all exhibits thereto, referred to as the "Registration Statement") filed by the Company with the Commission under the Securities Act, with respect to the securities offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and to the exhibits thereto for further information with respect to the Company and the securities offered hereby. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the Commission and may be obtained upon payment of the prescribed fee or may be examined without charge at the public reference facilities of the Commission described above. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the copy of the applicable document filed with the Commission. The Registration Statement has been filed with the Commission by EDGAR and is also publicly available through the Commission's home page on the Internet, as described above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated by reference in this Prospectus: (i) Annual Report on Form 10-K for the fiscal year ended April 27, 1997; (ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended August 3, 1997 and November 2, 1997; (iii) Current Report on Form 8-K filed November 12, 1997; Current Report on Form 8-K filed October 15, 1997; and Current Report on Form 8-K filed August 13, 1997; and (iv) the description of the Company's Common Stock contained in its Form 8-A filed with the Commission on December 19, 1996. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of this Offering shall be deemed to be incorporated by reference into this Prospectus. Any statement contained in this Prospectus or in a document incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is incorporated by reference in this Prospectus 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 Prospectus. This Prospectus incorporates documents by reference which are not presented herein or delivered herewith. These documents (not including exhibits to the documents incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Prospectus incorporates) are available without charge to each person to whom a Prospectus is delivered upon written or oral request. Requests should be directed to Culp, Inc., 101 South Main Street, High Point, North Carolina 27261, Attention: Corporate Secretary (telephone number (910) 889-5161). 3 ~~THE COMPANY Culp is a leading manufacturer and marketer of furniture~~ upholstery fabrics ~~and mattress fabrics (known as mattress ticking). The Company's~~for furniture in North America, again measured by total sales. Our fabrics are used ~~principally~~primarily in the production of bedding products and residential and commercial upholstered furniture, ~~and bedding products,~~ including mattresses, box springs, mattress sets, sofas, recliners, chairs, loveseats, sectionals, sofa-beds, and office seating, panel systems and mattress sets. Culp markets one of the broadest product lines in its industry, with a wide range of fabric construction, patterns, colors, textures and finishes. The breadth is made possible by Culp's extensive manufacturing capabilities that include a variety of weaving, printing and finishing operations and the ability to produce various yarns and greige goods used in its products. Culp's staff of designers uses CAD systems to develop the Company's own patterns and styles. Although Culp markets fabrics at most price levels, the Company has emphasizedseating. We primarily market fabrics that have a broad appeal in the ~~"good"~~“good” and ~~"better" price~~“better” priced categories of furniture and bedding.

We have two operating segments – mattress fabrics and upholstery fabrics. The mattress fabrics business markets an array of fabrics used by bedding manufacturers. The upholstery fabrics segment markets products in all categories of fabric used as coverings for furniture.

Culp markets a variety of fabrics in different categories, including fabrics produced at our manufacturing facilities and fabrics produced by other suppliers. We currently have manufacturing plants in North Carolina, South Carolina, Quebec, Canada, and Shanghai, China. We also source fabrics from other manufacturers, located primarily in China, Turkey and in the U.S., with almost all of those fabrics being produced specifically for the company and created by Culp designers. In recent years, the portion of total company sales represented by fabrics produced outside of our U.S. and Canadian facilities has increased significantly, while sales of goods produced in our U.S. manufacturing plants have decreased. This trend is especially strong in the upholstery fabrics segment.

Culp has experienced dramatic changes in its business during the past six years. Significant demand has arisen for certain fabrics not produced in our U.S. plants, and we have moved rapidly to develop sources for the products ~~worldwide,~~being demanded by our customers. Six years ago, the company was a much more vertically integrated manufacturer of fabrics, especially in upholstery fabrics, with large amounts of capital committed to U.S.-based manufacturing fixed assets. Today, the company is a more flexible fabric producer and marketer, with a much smaller fixed asset base, but also with significantly lower overall sales. Also during this period, the proportion of sales represented by mattress fabrics (compared to ~~customers~~upholstery fabrics) has increased significantly, accounting for approximately one half of our overall sales as of the date of this prospectus. On January 22, 2007, we completed an asset purchase transaction in ~~many countries. Although shipments to United States-based customers~~our mattress fabrics business. This acquisition is a primary factor in the continued growth in the share of our sales and profits derived from the mattress fabrics segment.

A significant and growing portion of our upholstery fabric products are now produced by other manufacturers, but in most cases, we continue to ~~account for~~control components of the production process, such as design, finishing, quality control and distribution. In upholstery fabrics, microdenier suedes and a variety of other fabrics are now sourced in China, where the company has established operations that now include sourcing, manufacturing, finishing and distribution, as well as some product development functions. In addition, we have moved to outsource certain components of the U.S. production process, such as yarn production and finishing of decorative fabrics in the upholstery fabrics segment, and steps are underway to further outsource production of certain fabrics. In mattress ticking, knitted fabrics represent a growing portion of our sales. These fabrics, along with a portion of our damask product line, are sourced from outside providers.

Along with these shifts in our business, we have dramatically reduced the size and scope of our U.S. upholstery fabrics manufacturing operations, closing most of the Company's sales, Culp's success in building a global presence has led to an increasing proportion of its sales to international accounts. The Company's network of international sales agents represents Culp's products in major furnitureour U.S. fabric and ~~bedding markets outside the United States. Additionally,~~yarn manufacturing plants over the past several years. In the mattress ticking business, a shift by bedding makers to one-sided mattresses, along with product shifts to knitted ticking for top panels of mattresses and common border fabrics, which is the fabric on the side of the mattress and box spring, have affected demand for certain categories of our products. We have made dramatic changes in our operating assets, product mix and business model to address the challenges facing the company.

Our fiscal year is the 52 or 53 week period ending on the Sunday closest to April 30. The fiscal years ~~the Company has made significant capital expenditures to expand its manufacturing capacity, install more efficient production equipment~~ended April 30, 2006, and ~~vertically integrate its operations. Culp has complemented such internal expansion by making strategic acquisitions. The Company's~~May 1, 2005, included 52 weeks versus 53 weeks for fiscal 2004.

Our principal executive offices are located at ~~101 South Main Street,~~1823 Eastchester Drive, High Point, North Carolina ~~27261.~~ 27265 and our telephone number is (339) 889-5161.

The Offering


Securities		798,582 shares of our common stock issued in connection with the acquisition of certain assets of International Textile Group, Inc. All of the shares offered by this prospectus are being sold by the selling shareholder. See “Selling Shareholder.”

Use of Proceeds		We will not receive any proceeds from the sale of shares of common stock offered by this prospectus which will be sold for the account of the selling shareholder. See “Use of Proceeds.”

New York Stock Exchange symbol		CFI

Risk Factors		You should read the “Risk Factors” section, beginning on page 5 of this prospectus, to understand the risks associated with an investment in our common stock.

RISK FACTORS ~~In addition to~~

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all other information contained in this Prospectus, the following risk factors should be carefully considered in evaluating the Company and its business before purchasing the Common Stock offered hereby. This Prospectus, including informationprospectus or incorporated by reference ~~herein, contains certain "forward-looking statements" within~~in this prospectus, before deciding to purchase our common stock. Because of the ~~meaning~~following factors, as well as other variables affecting operating results and financial conditions, past performance may not be a reliable indicator of ~~Section 27A -of~~future performance, and historical trends should not be used to anticipate results or trends for future periods. If any of the Securities Act of 1933, as amended (the "Securities Act"), which represent the Company's expectations or beliefs, including, but not limited to, statements concerning industry performance, the Company's operations, performance,following risks actually occur, our business, financial condition ~~growth~~or operating results may be harmed. In that case, the trading price of our common stock may decline, and ~~acquisition strategies~~you may lose part or all of your investment in our common stock.

Restructuring initiatives create short-term costs that may not be offset by increased savings or efficiencies.

Over the past seven years, we have undertaken significant restructuring activities, which have involved closing manufacturing plants, realigning manufacturing assets, reducing selling general and ~~margins~~administrative (SG&A) expenses, and ~~growth~~changing our upholstery product strategy. These actions have been intended to lower manufacturing costs and increase efficiency, but they involve significant costs, including the write-off or write-down of assets, severance costs for terminated employees, contract termination costs, equipment moving costs, and similar charges. These charges have caused a decrease in earnings over this time period. In addition, during the time that restructuring activities are underway, manufacturing inefficiencies are caused by moving equipment, realignment of assets, personnel changes, and by the consolidation process for certain functions. Unanticipated difficulties in restructuring activities or delays in accomplishing our goals could cause the costs of our restructuring initiatives to be greater than anticipated and the results achieved to be significantly lower, which would negatively impact our results of operations and financial condition.

Our sales have been declining, and we have reported net losses in nine of the ~~Company's products. For this purpose, any statements contained~~past eleven fiscal quarters.

We may not be able to restore the upholstery fabrics segment to consistent profitability. In the upholstery fabrics segment, sales are down significantly, and they have been declining rapidly for U.S. produced fabrics. We have undertaken a number of significant restructuring actions in ~~this Prospectus,~~recent years to address our profitability, including ~~information incorporated by reference herein, that are not statements~~(i) consolidating production assets and purchasing more efficient equipment in the mattress fabrics segment, (ii) closing a number of ~~historical fact may be deemed~~U.S. manufacturing facilities in the upholstery fabrics segment, (iii) establishing upholstery fabrics facilities in China to ~~be forward-looking statements. These statements by their nature involve substantial risks~~take advantage of a lower cost environment and ~~uncertainties,~~greater product diversity, (iv) reducing SG&A expenses substantially, and (v) outsourcing certain production functions, in the U.S., including yarn production, some weaving, and finishing of ~~which are beyond the Company's control, and actual results may differ materially depending~~decorative fabrics. Successful completion of our restructuring plans depends on a ~~variety~~number of ~~important factors,~~variables, including ~~those described in this "Risk Factors" section. Economic Conditions. Demand for the Company's products generally~~our ability to consolidate certain functions, manage manufacturing processes with lower direct involvement, managing a longer supply chain, and similar issues. There is dependent upon consumer demand for, and production levels of, upholstered furniture and bedding products, which in turn fluctuate with U.S. and international economic conditions and cycles. Demand generally is higher during periods of economic strength and lower during periods of economic weakness or uncertainty. Key economic conditions influencing demand for Culp's products are housing starts, sales of existing homes, the level of consumer confidence, population demographics, trends in disposable income, the level of consumer spending, prevailing interest rates for home mortgages and the availability of consumer credit. Adverse economic conditions could have a material adverse effect on the Company. Competition. The markets for the Company's products are highly competitive. Competitive factors include price, quality, product design and styling and customer service. The Company's market share could be significantly affected by any one or more of these factors, which could have a material adverse effect on the Company. In addition, although the Company is among the largest suppliers of upholstery fabric to the furniture industry and mattress ticking to the bedding industry, some of the Company's competitors are larger overall and have greater financial resources than the Company. Additionally, there can be no assurance that we will be able to manage our restructuring activities successfully to restore the company, especially the upholstery fabrics segment, to profitability.

Increased reliance on offshore operations and foreign sources of products or raw materials increases the likelihood of disruptions to our supply chain or our ability to deliver products to our customers on a timely basis.

During recent years, the company has established operations in China, and in addition we have been purchasing an increasing share of our products and raw materials from offshore sources, primarily in China. At the same time, our domestic manufacturing capacity for the upholstery fabrics segment has been greatly reduced. These changes have caused the company to place greater reliance on a much longer supply chain and on a larger number of suppliers that we do not control, which are inherently subject to greater risks of delay or disruption. In addition, operations and sourcing in foreign areas are subject to the risk of changing local governmental rules, taxes, changes in import rules or customs, potential political unrest, or other ~~competitors will not expand their capacity to produce various fabrics,~~threats that could disrupt or increase the costs of operating in foreign areas or sourcing products overseas. Also, changes in relative values of currencies could increase our costs. Any of the risks associated with foreign operations and sources could cause unanticipated increases in operating costs or disruptions in business, which could negatively impact the company’s ultimate financial results.

We may have difficulty managing the outsourcing arrangements increasingly being used by the company for products and services.

The company is relying more on outside sources for various products and services, including raw material, greige (unfinished) fabrics, finished fabrics, and services such as weaving and finishing. Increased reliance on outsourcing lowers our capital investment and fixed costs, but it decreases the amount of control that we have over certain elements of our production capacity. Interruptions in our ability to obtain raw materials, other required products or services from our outside suppliers on a ~~material adverse~~timely and cost effective basis, especially if alternative suppliers cannot be immediately obtained, could disrupt our production and damage our financial results.

Further write-offs or write-downs of upholstery fabrics segment assets would result in a decrease in our earnings.

The company has long-lived assets, consisting mainly of property, plant and equipment. Accounting rules require that these assets be tested for impairment of their valuation at least annually, as well as upon the occurrence of certain events. When assets are taken out of service, which has occurred recently on several occasions in connection with our restructuring activities, they must be tested for impairment, which can result in significant write-downs in the ~~Company's market opportunity. Pricing~~value of those assets. Restructuring activities and ~~Availability~~other tests for impairment have resulted and could in the future result in the write-down of ~~Raw Materials. Raw material costs make up more than half~~a portion of our long-lived assets and a corresponding reduction in earnings and net worth. In fiscal 2006, the company experienced asset write-downs of approximately $6.0 million, all in the upholstery fabrics segment. The company has announced restructuring actions in the upholstery fabrics segment during fiscal 2007 that are expected to result in further net asset write downs of approximately $1.5 million during the fiscal year.

Write-offs of assets or weak financial performance could cause us to breach financial covenants in our debt agreements.

At the end of the ~~Company's total~~third quarter of fiscal 2007, the company had $46.7 million of long-term debt, of which approximately $39.4 million was owed on unsecured senior notes issued in 1998. Under the debt agreements that govern our long-term debt, we are required to maintain compliance with certain financial covenants, including minimum tangible net worth, debt to tangible capitalization, debt to capital, minimum earnings before interest, taxes, depreciation and amortization, and interest and lease payment coverage. The company has been able to maintain compliance with these financial covenants. However, in some cases the “cushion” between the required financial covenants and our actual financial performance has been shrinking. For example, our tangible net worth has decreased significantly in recent years due to asset write offs and operating losses. Additional write-offs of assets or continued operating losses could lead to a breach of financial covenants and a default under our loan agreements. A breach of our debt covenants would give the lenders under our long-term debt agreements the right to declare all of the debt immediately due and payable and to terminate our right to obtain further borrowings. If such an event occurred, it is unlikely that we would be able to repay all of our debt from current resources, and there is no assurance that we would be able to find alternative sources of financing.

Changes in the price, availability and quality of raw materials could increase our costs or cause production ~~expenses.~~ delays and sales interruptions, which would result in decreased earnings.

The ~~Company is dependent~~company depends upon outside suppliers for most of its raw material needs, and ~~is subject to~~increasingly we rely upon outside suppliers for component materials such as yarn and unfinished fabrics, as well as for certain services such as finishing and weaving. Fluctuations in the price, ~~increases~~availability and ~~delays in receiving supplies~~quality of these ~~materials. Although most~~goods and services could have a negative effect on our production costs and ability to meet the demands of ~~the Company's~~our customers, which would affect our ability to generate sales and earnings. In many cases, we are not able to pass through increased costs of raw materials or increased production costs to our customers through price increases. In particular, many of our basic raw materials are ~~available~~petrochemical products or are produced from ~~more than one source, a disruption~~such products. For this reason, our material costs are especially sensitive to changes in prices for petrochemicals and the underlying price of oil. Increases in prices for oil, petrochemical products or other raw materials and services provided by outside suppliers could significantly increase our costs and negatively affect earnings.

Increases in energy costs would increase our operating costs and could adversely affect earnings.

Higher prices for electricity, natural gas and fuel increase our production and shipping costs. A significant shortage, increased prices, or interruptions in the availability orof these energy sources would increase the costs of producing and delivering products to our customers, and would be likely to adversely affect our earnings. In many cases, we are not able to pass along the full extent of increases in our production costs to customers through price increases. During fiscal 2006, energy prices increased significantly, in part due to supply disruptions caused by hurricanes. Although some price increases were implemented to offset the effect of ~~raw materials~~these increased costs, we were not able to fully recoup these costs, and operating margins were negatively affected. Further increases in energy costs could have a negative effect on our earnings.

Business difficulties or failures of large customers could result in a decrease in our sales and earnings.

The company currently has several customers that account for a substantial portion of its sales. In the mattress fabric segment, several large bedding manufacturers have large market shares and comprise a significant portion of our mattress fabric sales. In the upholstery fabrics segment, La-Z-Boy Inc. accounted for 13% of consolidated net sales during fiscal 2006, and several other large furniture manufacturers comprised a significant portion of sales. A business failure or other significant financial difficulty by one or more of our major customers could cause a significant loss in sales, an adverse effect on ~~the Company. Raw material prices increased during several recent fiscal years,~~our earnings, and ~~the Company was~~collection of our trade accounts receivable.

If we are unable to ~~fully pass along~~manage our cash effectively, we will not have funds available to ~~customers such increases~~repay debt and to maintain the flexibility necessary for successful operation of our business.

Our ability to meet our cash obligations depends on our operating cash flow, access to trade credit, and our ability to borrow under our debt agreements. In addition to the cash needs of operating our business, we have substantial debt repayments that are due over the next several years on our unsecured senior notes. During fiscal 2006, in spite of incurring losses, we were able to generate substantial cash flow through ~~higher selling prices. In certain cases, the Company has~~reductions of working capital. Our ability to generate cash flow going forward will rely to a heavier degree on our ability to generate profits from our business, and we have not been able to ~~offset,~~generate earnings on a consistent basis in ~~whole~~recent quarters. If we are not able to generate cash during upcoming fiscal periods, we may not be able to provide the funds needed to operate and maintain our business or to make payments on our debt as they become due.

Further loss of market share due to competition would result in further declines in sales and could result in additional losses or decreases in earnings.

Our business is highly competitive, and in particular the upholstery fabric industry is fragmented and is experiencing an increase in the number of competitors. As a result, we face significant competition from a large number of competitors, both foreign and domestic. We compete with many other manufacturers of fabric, as well as converters who source fabrics from various producers and market them to manufacturers of furniture and bedding. In many cases, these fabrics are sourced from foreign suppliers who have a lower cost structure than the company. The highly competitive nature of our business means we are constantly subject to the risk of losing market share. Our sales have decreased significantly over the past six years due in part ~~raw-material~~to the increased number of competitors in the marketplace, especially foreign sources of fabric. As a result of increased competition, there have been deflationary pressures on the prices for many of our products, which makes it more difficult to pass along increased operating costs such as raw materials, energy or labor in the form of price increases ~~by increased production efficiencies or~~and puts downward pressure on our profit margins. Also, the large number of competitors and wide range of product offerings in our business can make it more difficult to differentiate our products through design, styling, finish and other techniques.

If we fail to anticipate and respond to changes in consumer tastes and fashion trends, our sales and earnings may decline.

Demand for various types of upholstery fabrics and mattress coverings change over time due to fashion trends and changing consumer tastes for furniture and bedding. Our success in marketing our fabrics depends upon our ability to anticipate and respond in a ~~shift~~timely manner to ~~different fabric constructions. There can be no assurance that significant~~fashion trends in home furnishings. If we fail to identify and respond to these changes, our sales of these products may decline. In addition, incorrect projections about the

demand for certain products could cause the accumulation of excess raw material ~~price increases will not occur~~or finished goods inventory, which could lead to inventory write-downs and further decreases in earnings.

An economic downturn could result in a decrease in our sales and earnings.

Overall demand for our products depends upon consumer demand for furniture and bedding, which is subject to variations in the general economy. Because purchases of furniture or bedding are discretionary purchases for most individuals and businesses, demand for these products is sometimes more easily influenced by economic trends than demand for other products. Economic downturns can affect consumer spending habits and demand for home furnishings, which reduces the demand for our products and therefore could cause a decrease in our sales and earnings.

We are subject to litigation and environmental regulations that could adversely impact our sales and earnings.

We are, and in the future may be, a party to legal proceedings and claims, including environmental matters, product liability and employment disputes, some of which claim significant damages. We face the continual business risk of exposure to claims that our business operations have caused personal injury or ~~that profit margins will not be adversely affected by such price increases. Acquisition Risk. The Company evaluates acquisition opportunities~~property damage. We maintain insurance against product liability claims and in the ordinary course of business. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations and services of the acquired companies, the expenses incurred in connectionsome cases have indemnification agreements with the acquisition, the diversion of management's attention from other business concerns and the potential loss of key employees of the acquired company. There can be no assurance that future acquisitions, if any, will be successfully integrated into the Company's operations. In addition,regard to environmental claims, but there can be no assurance that ~~the Company~~these arrangements will ~~complete any future acquisitions~~continue to be available on acceptable terms or that ~~acquisitions~~such arrangements will ~~contribute favorably to~~be adequate for liabilities actually incurred. Given the Company's operations and financial condition. International Business Risks. International sales have increased significantly in recent years. Such sales are subject to certain international business risks, including possible unsettled political conditions, expropriation, import and export restrictions, exchange controls, inflationary economics and currency risks. The Company's business is generally conducted in U.S. dollars. Accordingly, fluctuations in currency exchange rates may adversely affect the abilityinherent uncertainty of the Company to compete effectively with firms located outside the United States. In particular, strengthening of the U.S. dollar against foreign currencies could make the Company's products less competitive on the basis of price in international markets. 5 Environmental and Other Regulations. The Company is subject to federal, state and local laws and regulations in the areas of safety, health and environmental pollution controls. The Company treats dyeing waste in its wastewater treatment system operated under governmental permits. Although the Company believes it is in material compliance with these laws and regulations,litigation, there can be no assurance that ~~environmental requirements~~claims against the company will not ~~become more stringent~~have a material adverse impact on our earnings or financial condition. We are also subject to various laws and regulations in our business, including those relating to environmental protection and the ~~future or that~~discharge of materials into the ~~Company will not~~environment. We could incur substantial costs toas a result of noncompliance with or liability for cleanup or other costs or damages under environmental laws or other regulations.

The company must comply with ~~such requirements. A failure~~a number of ~~the Company~~governmental regulations applicable to ~~comply with such laws~~our business, and changes in those regulations ~~could subject it to liability ranging from monetary damages to injunctive action, which~~ could adversely affect our business.

Our products and raw materials are and will continue to be subject to regulation in the ~~Company. Dependence Upon Key Personnel.~~ United States by various federal, state and local regulatory authorities. In addition, other governments and agencies in other jurisdictions regulate the manufacture, sale and distribution of our products and raw materials. For example, standards for flame resistance of fabrics have been recently introduced in the state of California, and additional standards are scheduled to apply on a nationwide basis beginning July 1, 2007. Also, rules and restrictions regarding the importation of fabrics and other materials, including custom duties, quotas and other regulations, are continually changing. Environmental laws, labor laws, tax regulations and other regulations also continually affect our business. All of these rules and regulations can and do change from time to time, which can increase our costs or require us to make changes in our manufacturing processes, product mix, sources of products and raw materials, or distribution. Changes in the rules and regulations applicable to our business may negatively impact our sales and earnings.

The ~~Company~~company’s market capitalization and shareholders’ equity have fallen below the level required for continued listing on the New York Stock Exchange.

Our common stock is ~~dependent upon~~currently traded on the New York Stock Exchange (NYSE). Under the NYSE’s current listing standards, we are required to have market capitalization or shareholders’ equity of more than $75 million to maintain compliance with continued ~~services~~listing standards. During the past year, the company was below the NYSE required minimum for both of ~~certain members of senior management, in particular those of Robert G. Culp, III, Chairman~~these listing standards. As a result, we have been listed as “below compliance” with NYSE listing standards. In accordance with NYSE rules, we submitted a plan for returning to compliance with the listing standards, and ~~Chief Executive Officer, and Howard L. Dunn, President and Chief Operating Officer, two~~this plan has been accepted by the NYSE. As of the ~~founders~~end of the ~~Company. The Company believes~~third quarter of fiscal 2007, our shareholders’ equity was approximately $78.9 million. If the ~~loss of the services of key members of senior management could have an adverse effect~~company is not able to return to and maintain compliance with NYSE listing standards, our stock will be delisted from trading on the ~~Company.~~NYSE, resulting in the need to find another market on which our stock can be listed or causing our stock to cease to be traded on an active market, which could result in a reduction in the liquidity for our stock and a reduction in demand for our stock.

Difficulties in integrating our recent acquisition could negatively affect the sales and profits of our mattress fabrics business.

On January 22, 2007, we completed an asset purchase from International Textile Group, Inc. (ITG) in our mattress fabrics business. In ~~addition,~~order to realize the ~~Company believes~~benefits of that ~~its future~~transaction, we must successfully integrate the products and fabric patterns acquired into our business. We are making substantial changes to the mattress fabric product line formerly offered by ITG. We expect the asset acquisition to increase the sales and profits of our mattress fabrics business, but our success will depend ~~in large part~~ upon ~~its continued~~our ability to ~~attract,~~ retain a substantial portion of the sales to mattress manufacturers formerly served by ITG. If we are not able to retain this business and ~~motivate additional employees. There can be no assurance that the Company~~to maintain service levels, our sales and profits will be able to attract and retain sufficient qualified personnel to meet its business needs. Significant Shareholder. Robert G. Culp, III beneficially owns, as the date hereof, directly and through voting and investment control of certain shares held in trusts, a significant percentage of the outstanding shares of the Common Stock. Accordingly, Mr. Culp will be in a position to influence the election of the Company's directors and the outcome of corporate actions requiring shareholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control of the Company. Shares Eligible for Future Sale. Sales of a substantial number of shares of the Company's Common Stock in the public market could adversely affect the market price of the shares of Common Stock. All of the outstanding shares of Common Stock registered hereunder will be freely tradeable upon effectiveness of this Registration Statement without restriction unless held by affiliates of the Company. All such shares held by affiliates of the Company are eligible for sale in the public market subject to the volume and other limitations set forth in Rule 144 under the Securities Act. The Company has granted outstanding options to purchase shares of Common Stock, which are currently vested or are subject to vesting based on performance criteria. Anti-takeover Provisions. The Company's Articles of Incorporation and Bylaws contain certain provisions that may have the effect of deterring a future takeover of the Company, including the classification of the Board of Directors into three classes. These provisions could limit the price that certain investors might be willing to pay in the future for shares of Common Stock.affected. In addition, ~~10,000,000 shares~~integration activities will place substantial demands on our management, operational resources, and service capabilities. If we experience customer dissatisfaction or operational problems as a result of integrating the ~~Company's preferred stock may~~additional business acquired, our mattress fabrics business could be issued in the future without further shareholder approval and upon such terms and conditions, and having such rights, privileges and preferences, as the Board of Directors of the Company may determine. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could adversely affect the market price of shares of Common Stock and could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of the outstanding voting stock of the Company. 6 negatively affected.

USE OF PROCEEDS ~~The Company~~

We will not receive any of the proceeds from the ~~sale~~disposition of the ~~Shares.~~shares by the selling shareholder. All proceeds from the disposition of the shares will be for the account of the selling shareholder.

ACQUISITION OF THE SHARES BY THE SELLING ~~SHAREHOLDERS The following table provides~~SHAREHOLDER

On January 22, 2007, Culp completed the acquisition of certain ~~information with respect to~~assets of International Textile Group, Inc. contemplated by an asset purchase agreement dated January 11, 2007. In partial payment of the purchase price of the assets acquired by Culp, we issued 798,582 shares of ~~Common Stock beneficially owned~~our common stock to the selling shareholder. The shares of common stock were issued in reliance upon the exemption from registration under the Securities Act of 1933 provided by ~~each Selling Shareholder, offered hereby~~Rule 506 thereof.

Pursuant to the registration rights and shareholder agreement entered into by Culp and International Textile Group, Inc. on January 22, 2007, we have agreed to file and maintain the effectiveness of the registration statement of which this prospectus forms a part and to ~~be sold hereunder. Each Selling Shareholder possesses sole voting~~share equally with the selling shareholder the cost of all fees and ~~investment power with respect~~expenses incident to the ~~shares listed opposite his name, unless noted otherwise. Except as set forth elsewhere in~~registration of this ~~Prospectus (including in the documents incorporated herein by reference), within the past three years none~~offering, including all registration and filing fees, all fees and expenses of complying with state blue sky or securities laws, all costs of preparation of the ~~Selling Shareholders has had~~registration statement and fees and disbursements of our counsel and independent registered public accounting firm, but excluding any ~~position, office~~underwriting discounts and commissions and transfer taxes, if any, relating to the sale or ~~other material relationship with the Company or with any~~disposition of the ~~Company's predecessors~~shares offered by this prospectus, which will be the sole responsibility of ~~affiliates, other than~~the selling shareholder. However, the selling shareholder is not responsible for such expenses in excess of $50,000. To the extent any additional shares are issued to the selling shareholder as a result of ~~issuance~~any stock split, stock dividend or similar event and are not included in the shares covered by the registration statement of which this prospectus is a part, we will be obligated to subsequently amend that registration statement or file a new registration statement to register the excluded shares. We are obligated to use our commercially reasonable efforts to keep the registration statement of which this prospectus is a part continuously effective until the earlier of the ~~Shares to~~sale of all of the ~~Selling Shareholders as consideration in part for~~shares covered hereby and the ~~Company's acquisition~~second anniversary of ~~Artee Industries, Incorporated, a North Carolina corporation ("Artee"). Upon or after~~ the ~~acquisition~~date upon which the registration statement becomes effective.

SELLING SHAREHOLDER

The table set forth below includes certain information regarding the beneficial ownership of ~~Artee~~our common stock by ~~Culp, it~~the selling shareholder, which is ~~expected that Robert T. Davis will become a director of Culp and Robert T. Davis, Robert L. Davis, Louis W. Davis and J. Marshall Bradley will be employees of Culp, continuing to work in~~based on information received by us from the ~~business operated by Artee prior to its acquisition.~~selling shareholder. Any or all of the ~~Shares of Common Stock~~common stock listed below may be offered for sale pursuant to this ~~Prospectus~~prospectus by the ~~Selling Shareholders~~selling shareholder from time to time. Accordingly, no estimate can be given as to the ~~amount~~amounts of ~~the Shares~~common stock that will be held by the ~~Selling Shareholders~~selling shareholder upon consummation of any ~~such sales. In addition,~~particular sale. As of the ~~Selling Shareholders~~date of this prospectus, we do not anticipate adding additional selling shareholders at a later time. We are not aware of any unidentified selling shareholders. Based on the information provided to us by the selling shareholder, except as disclosed below, the selling shareholder does not own any shares of our common stock other than the shares covered by this prospectus.

Unless set forth in the notes to the table below, the selling shareholder has not indicated that it has held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years. Unless otherwise noted, each person identified ~~below~~possesses sole voting and investment power with respect to the offered shares. However, the registration rights and shareholder agreement between us and the selling shareholder provides that the selling shareholder will vote its shares of our common stock in accordance with the recommendations of our board of directors, so long as we comply with the terms of the registration rights and shareholder agreement.

The selling shareholder is participating in this offering under registration rights presently granted to it.

Beneficial Ownership

After Offering If All

Beneficial Ownership

Maximum Shares

Securities in Offering

Prior to Offering⁽¹⁾

Offered Hereby

Are Sold

Selling Shareholder

Percent

International Textile Group, Inc.

798,582

6.4

798,582


(1)		Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. For purposes of calculating shares beneficially owned after this offering, it is assumed that all of the shares offered by this prospectus have been sold by the selling shareholder to purchasers other than the selling shareholder. The selling shareholder’s address is 804 Green Valley Road, Suite 300, Greensboro, North Carolina 27408.

PLAN OF DISTRIBUTION

The selling shareholder may, ~~have sold, transferred~~from time to time, sell any or ~~otherwise disposed~~all of ~~all~~its shares of common stock on any stock exchange, market or ~~a portion of their Shares since the date~~trading facility on which the ~~information regarding their Shares was provided,~~shares are traded or in ~~transactions exempt from~~private transactions. These sales may be at fixed or negotiated prices. The selling shareholder may use any one or more of the ~~registration requirements~~following methods when selling shares (which may involve block or cross transactions):

	•		any national securities exchange or quotation service on which the common stock is listed or quoted at the time of sale;

	•		the over the counter market;

	•		ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	•		purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	•		an exchange distribution in accordance with the rules of the applicable exchange;

	•		the writing of options (including the issuance by the selling shareholder of derivative securities);

	•		the settlement of short sales;

	•		a combination of any such methods of sale; and

	•		any other method permitted pursuant to applicable law and not otherwise prohibited by this prospectus.

In connection with sales of the common stock, the selling shareholder may:

	•		enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging positions they assume;

	•		sell the securities short;

	•		loan or pledge the securities to broker-dealers or other financial institutions that in turn may sell the securities;

	•		enter into option or other transactions with broker-dealers or other financial institutions that require the delivery by the selling shareholder of the common stock, which the broker-dealer or other financial institution may resell pursuant to this prospectus; or

	•		enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.

The selling shareholder may also sell shares under Rule 144 of the Securities ~~Act.~~

~~- --------------------- * Less than 1% of the outstanding~~ shares of ~~Common Stock. (1) Represents~~common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the ~~number of Shares of Common Stock beneficially owned by each Selling Shareholder prior~~Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling shareholder. The selling shareholder may agree to indemnify any ~~Shares under this Prospectus. (2) Represents the number of Shares of Common Stock offered hereby by each Selling Shareholder and such shares as a percentage~~agent, dealer or broker-dealer that participates in transactions involving sales of the ~~12,689,603~~ shares ~~of Common Stock issued and outstanding as of December 17, 1997. None of~~if liabilities are imposed on that person under the Shares offered by this Prospectus are included in the number of issued and outstanding Shares. (3) Includes joint ownership by J. Marshall Bradley and his wife, Frankie S. Bradley of 221 shares of Common Stock. 7 ~~PLAN OF DISTRIBUTION~~ Securities Act.

The Shares are being registered to permit public secondary trading of such securities by the Selling Shareholders from time to time on the NYSE after the date of this Prospectus. The Selling Shareholders also may make private sales directly or through a broker or brokers. Alternatively, the Selling Shareholders may offer Shares from time to time to or through underwriters, dealers or agents, who may receive consideration in the form of discounts and commissions. Such compensation, which may exceed ordinary brokerage commissions, may be paid by the Selling Shareholders and/or the purchaser(s) of the Shares offered hereby for whom such underwriters, dealers and agents may act. The Selling Shareholdersselling shareholder and any ~~dealers~~broker-dealers or agents that ~~participate~~are involved in selling the ~~distribution~~shares of ~~the Shares~~common stock may be ~~considered "underwriters"~~deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the ~~sale~~resale of ~~such Shares offered~~the shares of common stock purchased by them ~~and discounts,~~may be deemed to be underwriting commissions or ~~concessions received by any such dealer or agents might be deemed underwriting~~ discounts ~~and commissions~~ under the Securities Act. ~~The aggregate proceeds to the Selling Shareholders from sales of the Shares offered hereby will be the purchase price of such Shares less any brokers' commissions~~

We are required to ~~be paid by~~share equally with the ~~Selling Shareholders. To the extent required, the specific Shares~~selling shareholder all fees and expenses incident to be sold, the names of the Selling Shareholders, the respective purchase prices and public offering prices, the name of any such agents, dealers and underwriters and any applicable commissions or discounts with respect to a particular offer will be set forth in a supplement to this Prospectus. Under applicable Exchange Act rules and regulations, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to the Common Stock for a period of one business day prior to the commencement of such distribution. In addition, and without limiting the foregoing, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation, Regulation M, which provisions may limit the timing of purchases and sales of Common Stock by the Selling Shareholders. The Company will pay the expenses that it incurs in connection with the registration of the ~~Shares~~shares of common stock;provided, that the selling shareholder is not responsible for such fees and expenses in excess of $50,000. We have agreed to indemnify the selling shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The selling shareholder has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the ~~Commission. REGISTRAR AND TRANSFER AGENT~~ sale of its shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by the selling shareholder.

The ~~registrar~~anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and ~~transfer agent for~~activities of the ~~Common Stock is Wachovia Bank, National Association.~~ selling shareholder.

LEGAL MATTERS

The validity of the ~~Shares~~shares of ~~Common Stock~~common stock offered ~~hereby will be~~by this prospectus has been passed upon ~~for the Company~~ by Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina. ~~At December 18, 1997,~~Robinson, Bradshaw & Hinson, P.A. is our principal outside legal counsel. As of March 16, 2007, members of Robinson, Bradshaw & Hinson, P.A. beneficially owned less than 1% of the ~~outstanding~~ shares of ~~Common Stock.~~our common stock. Henry H. Ralston, an Assistant Secretary of ~~the Company,~~Culp, is a member of Robinson, Bradshaw & Hinson, P.A.

EXPERTS

The ~~Consolidated Financial Statements~~consolidated financial statements of ~~the Company~~Culp, Inc. and its subsidiaries as of April ~~28, 1996~~30, 2006 and ~~April 27, 1997,~~May 1, 2005, and for each of the ~~fiscal~~ years in the three-year period ended April ~~27, 1997,~~30, 2006, and management’s assessment of the effectiveness of internal control over financial reporting as of April 30, 2006 have been incorporated by reference ~~herein and~~ in the ~~Registration Statement~~registration statement in reliance upon the ~~report~~reports of KPMG ~~Peat Marwick~~ LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 8 ~~[Outside Back Cover] No dealer, salesman~~

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any documents we file at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC’s Website at http://www.sec.gov and from our website at http://www.culpinc.com. In addition, you can inspect these filings at the office of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The Securities and Exchange Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information we later file with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 (“Exchange Act”) until this offering is completed:

	•		Our Annual Report on Form 10-K for the fiscal year ended April 30, 2006;

	•		Our Quarterly Reports on Form 10-Q for the quarterly periods ended July 30, 2006, October 29, 2006 and January 28, 2007;

	•		Our Current Reports on Form 8-K filed on August 7, 2006, August 9, 2006, August 16, 2006, August 28, 2006, December 7, 2006, December 13, 2006, January 11, 2007, January 26, 2007, February 7, 2007 and March 7, 2007;

	•		The portions of our definitive Proxy Statement filed on August 28, 2006 incorporated by reference in our Annual Report on Form 10-K for the year ended April 30, 2006; and

	•		The description of our common stock contained in the Registration Statement on Form 8-A filed on December 19, 1996 under Section 12(b) of the Exchange Act (Commission File No. 0-12781) and a description of the associated preferred stock purchase rights contained in the Registration Statement on Form 8-A filed on October 12, 1999 under Section 12(b) of the Exchange Act (Commission File No. 0-12781).

You may request a copy of these filings, at no cost, by writing or ~~other person has been authorized to give any~~telephoning us at the following address:

Culp, Inc.
1823 Eastchester Drive
High Point, North Carolina 27265
Attention: Kenneth R. Bowling
(336) 889-5161

You should rely only on the information incorporated by reference or ~~to make any representation not contained~~provided in this ~~Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company~~prospectus or any ~~underwriter, agent~~prospectus supplement. We have not authorized anyone else to provide you with different information. This prospectus is not an offer of our common stock in any state where the offer is not permitted. You should not assume that the

information in this prospectus or ~~dealer. Neither the delivery~~any prospectus supplement is accurate as of ~~this Prospectus nor~~ any ~~sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since~~date other than the date ~~hereof. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which~~on the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. TABLE OF CONTENTS Page Available Information...........................3 Incorporationfront of Certain Documents by Reference.3 The Company.....................................4 Risk Factors....................................5 Use of Proceeds.................................7 Selling Shareholders............................7 Plan of Distribution............................8 Registrar and Transfer Agent....................8 Legal Matters...................................8 Experts .......................................8 700,000those documents.

798,582 Shares ~~[GRAPHIC OMITTED] CULP~~
Common Stock ~~----------~~

PROSPECTUS ~~---------- _______________ __, 1997~~

[]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance ~~and~~And Distribution

The following table sets forth the ~~Registrant's~~costs and expenses (subject to future contingencies) incurred or expected to be incurred by the registrant in connection with the offering.⁽¹⁾ The registrant and the selling shareholder have agreed to share equally all of the costs and expenses of this offering;providedthat the selling shareholder is not responsible for such costs and expenses in ~~connection with the sale and distribution~~excess of the securities being registered, other than the underwriting discounts and commissions. All amounts shown are estimates except for the Commission registration fee, the NASD filing fee and the New York Stock Exchange listing. SEC registration fee.......................................... $ 5,000 New York Stock Exchange listing............................... 4,000 Accounting fees and expenses.................................. 5,000 Legal fees and expenses....................................... 10,000 Printing, engraving and mailing expenses...................... 5,000 Miscellaneous................................................. 1,000 ------ Total............................................... $ 30,000 ======== $50,000.


SEC Registration Fee	$	168.92
Printing Fees and Expenses	$	1,000.00
Legal Fees and Expenses	$	60,000.00
Accounting Fees and Expenses	$	15,000.00

Total:	$	76,168.92


(1)		The amounts set forth above, other than the SEC registration fee, are estimated.

Item 15. Indemnification of Directors and Officers

Section 55-2-02 of the North Carolina Business Corporation Act (the ~~"North~~“North Carolina Corporation ~~Act"~~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~~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~~Culp’s Articles of Incorporation limit the personal liability of its directors to the fullest extent permitted by the North Carolina Corporation Act.

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

In addition to, and notwithstanding the conditions of 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'~~

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(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~~Culp’s bylaws provide for indemnification to the fullest extent permitted under the North Carolina Corporation Act, the ~~Company~~company may indemnify its directors, officers and employees in accordance with either the ~~statuary~~statutory or the nonstatutory standard.

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

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

Item 16. Exhibits



Exhibit ~~No.~~		Description ~~of Exhibit~~ ~~4.1* Articles, 4, 5 and 6 of~~

3.1		Articles of Incorporation of the ~~Company,~~company, as amended, were filed as Exhibit 3(i) to ~~the Company's~~Culp’s Form 10-Q for the quarter ended ~~January 29, 1995,~~July 28, 2002, filed September 11, 2002, and are incorporated herein by reference. ~~4.2* Article II of the~~

3.2		Restated and Amended Bylaws of the ~~Company,~~company, as amended June 12, 2001, were filed as Exhibit ~~3(b)~~3(ii) to ~~the Company's~~Culp’s Form ~~10-K~~10-Q for the ~~year~~quarter ended ~~April 28, 1991,~~July 29, 2001, filed September 12, 2001, and are incorporated herein by reference.

4.1		Registration Rights and Shareholder Agreement was filed as Exhibit 10.1 to Culp’s Form 8-K filed January 26, 2007, and is incorporated herein by reference. 5

4.2		Rights Agreement, dated as of October 8, 1999, between Culp, Inc. 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 form 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. The Rights Agreement was filed as Exhibit 99.1 to Culp’s Form 8-K dated October 12, 1999, and is incorporated herein by reference.

5.1		Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to the validity of the shares being offered. 10.1 Asset Purchase Agreement dated as of October 14, 1997 among the Company, Artee and the shareholders of Artee

23.1		Consent of KPMG ~~Peat Marwick~~ LLP

23.2		Consent of Robinson, Bradshaw & Hinson, P.A. ~~(contained~~is contained in its opinion filed as Exhibit ~~5) II-2~~ 24 5.1

24.1		Powers of Attorney (included onin the signature ~~page~~page)

Item 17. 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:

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	(i)		To include any prospectus required by section 10(a)(3) of ~~this~~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) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration ~~Statement). - ---------------------~~ 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.

* Previously filed Item 18. Undertakings The undersigned Company hereby undertakes

Provided, however, 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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 therein,paragraphs (a)(l)(i), (a)(l)(ii) and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 provisions contained in the Company's Articles of Incorporation and By-laws and the laws of the State of North Carolina, or otherwise, the Company has been advised that in 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. The undersigned Company hereby undertakes: (i) to file, during any period in which offers or sale are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a) of the Securities Act; (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, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the number 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) 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; (a)(l)(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 the undertakings in subparts (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by ~~such subparts~~those paragraphs is contained in periodic reports filed with or furnished to the Commission by the ~~undersigned Company~~registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference ~~into this Registration Statement. The undersigned Company hereby undertakes that for~~in the ~~purpose of determining any liability under the Securities Act, each post-effective amendment that contains~~registration statement or is contained in a form of prospectus ~~shall be deemed~~filed pursuant to ~~be a new~~Rule 424(b) that is part of the 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. II-3 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)		Each prospectus filed pursuant to Rule 424(b) as part of this registration statement shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	(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 this registration statement shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at the 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 registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in 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 registrant of expenses incurred or paid by a 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

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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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ the ~~Company~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this ~~Registration Statement~~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 18th day of December, 1997. By: /s/ Robert G. Culp, III ------------------------------------ Robert G. Culp, III Chairman and Chief Executive Officer March 16, 2007.


CULP, INC.

By:		/s/ Robert G. Culp, III
		Robert G. Culp, III
		Chairman and Chief Executive Officer
		(principal executive officer)

By:		/s/ Franklin N. Saxon

		Franklin N. Saxon
		President
		(principal financial officer)

By:		/s/ Kenneth R. Bowling

		Kenneth R. Bowling
		Vice President Finance, Treasurer
		(principal accounting officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby ~~authorizes Robert G. Culp, III, Howard L. Dunn, Jr.,~~constitutes and appoints Franklin N. Saxon and ~~Stephen T. Hancock~~Kenneth R. Bowling his true and lawful attorneys-in-fact, each ~~of them,~~acting alone, with full ~~power~~powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to ~~execute in the name and on behalf of such person~~sign any ~~amendment (including~~or all amendments, including any post-effective ~~amendment)~~amendments, to this ~~Registration Statement (or any other~~ registration statement, ~~for the same~~or any registration statement relating to this offering ~~that is~~ to be effective upon filing pursuant to Rule 462(b) under the Securities ~~Act)~~Act of 1933, and to file the same, with exhibits thereto, and ~~any~~ other documents in connection therewith, ~~making such changes in this Registration Statement as~~with the ~~person(s) so~~Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting deems appropriate, and appoints each of such persons, each with full power of substitution and resubstitution, attorney-in-fact to sign any amendment (including any post-effective amendment) to this Registration Statement (or any other registration statement for the same offering that isalone, may lawfully do or cause to be ~~effective upon filing pursuant to Rule 462(b) under the Securities Act) and to file the same with exhibits thereto, and any other documents in connection therewith.~~ done by virtue hereof.

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



Signature	Title	Date ~~/s/~~
/s/ Robert G. Culp, III	Chairman ~~of the Board of Directors December 18, 1997 - ---------------------------------------~~ and Chief Executive ~~Officer~~
Robert G. Culp, III ~~/s/~~	Officer, Director	March 16, 2007

/s/ Franklin N. Saxon ~~Senior Vice President and Chief December 18, 1997 - --------------------------------------- Financial and Accounting Officer~~
Franklin N. Saxon ~~/s/~~	President, Director	March 16, 2007

/s/ Patrick B. Flavin
Patrick B. Flavin	Director	March 16, 2007

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Signature	Title	Date
/s/ Jean L.P. Brunel
Jean L.P. Brunel	Director	March 16, 2007

/s/ Howard L. Dunn, Jr. ~~President, Chief Operating Officer December 18, 1997 - --------------------------------------- and Director~~
Howard L. Dunn, Jr. ~~/s/ Harry~~	Director	March 16, 2007

/s/ Kenneth R. ~~Culp Director December 18, 1997 - --------------------------------------- Harry~~Larson
Kenneth R. ~~Culp /s/ Baxter P. Freeze~~ Larson	Director ~~December 18, 1997 - --------------------------------------- Baxter P. Freeze /s/ Earl M. Honeycutt~~	March 16, 2007

/s/ Kenneth W. McAllister
Kenneth W. McAllister	Director December 18, 1997 - --------------------------------------- Earl M. Honeycutt /s/ Patrick H. Norton Director December 18, 1997 - --------------------------------------- Patrick H. Norton /s/ Earl N. Phillips, Jr. Director December 18, 1997 - --------------------------------------- Earl N. Phillips, Jr. /s/ Bland N. Worley Director December 18, 1997 - --------------------------------------- Bland N. Worley	March 16, 2007

~~II-4~~

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EXHIBIT INDEX ~~TO EXHIBITS~~

~~Exhibit No. Description of Exhibit~~ 4.1* Articles, 4, 5 and 6 of Articles of Incorporation of the Company, filed as Exhibit 3(i) to the Company's Form 10-Q for the quarter ended January 29, 1995, are incorporated herein by reference. 4.2* Article II of the Bylaws of the Company, filed as Exhibit 3(b) to the Company's Form 10-K for the year ended April 28, 1991, is incorporated herein by reference. 5
5.1		Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to the validity of the shares being offered. 10.1 Asset Purchase Agreement dated as of October 14, 1997 among the Company, Artee and the shareholders of Artee

23.1		Consent of KPMG ~~Peat Marwick~~ LLP

23.2		Consent of Robinson, Bradshaw & Hinson, P.A. ~~(contained~~is contained in its opinion filed as Exhibit ~~5) 24~~ 5.1

24.1		Powers of Attorney (included onin the signature ~~page of this Registration Statement). - ---------------------~~ page)

* Previously filed II-5