FORM 11K

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                 ANNUAL REPORT

       Pursuant to Section 15(d) of the Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 1999

                          COMMISSION FILE NO. 0-12781

            A.    Full  title of the  plan and the  address  of the  plan,  if
different from that of the issuer named below:

- ------------------------------------------------------------------------------
                CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
- ------------------------------------------------------------------------------

            B.    Name of issuer of the  securities  held pursuant to the plan
and the address of its principal executive office:

               CULP, INC.
               101 SOUTH MAIN STREET
               P.O. BOX 2686
               HIGH POINT, NORTH CAROLINA 27261-2686

            There  were no  material  changes  in the  Plan or the  Investment
Policy of the  Plan.  Culp,  Inc.  has made no  profit  sharing  contributions
during   the  past  five   years.   The   approximate   number  of   employees
participating  in the Plan at  December  31,  1999 was 3,200.  The  Retirement
Committee  administers  the Plan,  and its  members  are  Phillip  W.  Wilson,
Kenneth M. Ludwig and Robert G. Culp, III, all employees of Culp, Inc.

              Financial Statements and Exhibits.
              ----------------------------------

            (a)  Financial  Statements.  A list  of all  financial  statements
filed as part of this report, beginning on page 1, is set forth below:

            Financial Statement                             Page of Report
            -------------------                             --------------

            Independent Auditors' Report                          1
            Statements of Net Assets Available
                  for Plan Benefits                               2
            Statements of Changes in Net Assets
                  Available for Plan Benefits                     3
            Notes to Financial Statements                         4



            (b)  Exhibits.  No exhibits are filed with this annual report.


                                  SIGNATURES

      Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
the plan  administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.

                        CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN

                        By:  Culp, Inc. Plan Administrator

                        By:  The Culp, Inc. Retirement Committee

Date:   June 27, 2000


                              Robert G. Culp, III
                              -------------------


                              Phillip W. Wilson
                              -----------------


                              Kenneth M. Ludwig
                              -----------------



                        INDEPENDENT AUDITORS' REPORT



To the Retirement Committee of the
Culp, Inc. Employees' Retirement Builder Plan
High Point, North Carolina


We have audited the  accompanying  statements of net assets  available for plan
benefits of the Culp, Inc.  Employees'  Retirement  Builder Plan as of December
31,  1999  and  1998  and the  related  statements  of  changes  in net  assets
available  for plan  benefits  for each of the years in the three  year  period
ended December 31, 1999.  These  financial  statements  are the  responsibility
of the Plan  Administrator.  Our  responsibility  is to  express  an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that we plan and  perform  the  audit to
obtain  reasonable  assurance  about whether the financial  statements are free
of  material  misstatement.  An  audit  includes  examining,  on a test  basis,
evidence  supporting the amounts and  disclosures in the financial  statements.
An  audit  also  includes   assessing  the  accounting   principles   used  and
significant  estimates  made by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above present fairly, in
all  material  respects,  the net assets  available  for plan  benefits  of the
Culp,  Inc.  Employees'  Retirement  Builder  Plan as of December  31, 1999 and
1998 and the changes in its net assets  available  for plan  benefits  for each
of the years in the three year period  ended  December  31, 1999 in  conformity
with generally accepted accounting principles.

Our audits  were  conducted  for the purpose of forming an opinion on the basic
financial  statements taken as a whole. The  supplemental  schedules  presented
on pages 8 through 10 are  presented  for the  purpose of  additional  analysis
and  are  not  a  required  part  of  the  basic  financial   statements.   The
supplemental  schedule on page 8 is  supplemental  information  required by the
Department  of Labor's  Rules and  Regulations  for  Reporting  and  Disclosure
under the Employee  Retirement  Income  Security Act of 1974. The  supplemental
information  for the years  ended  December  31,  1999,  1998 and 1997 has been
subjected  to the  auditing  procedures  applied  in the  audits  of the  basic
financial  statements  and, in our opinion,  is fairly stated,  in all material
respects,  in  relation  to the basic  financial  statements  taken as a whole.
The  supplemental  information  for the years ended  December 31, 1996 and 1995
was  audited  by  us  and  our  report  dated  March  20,  1997   expressed  an
unqualified  opinion on such  information  in relation  to the basic  financial
statements for those years taken as a whole.


Dixon Odom PLLC

March 16, 2000

                                     Page 1




CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1999 and 1998
- -------------------------------------------------------------------------------


ASSETS                                                  1999           1998
                                                     -----------   ------------
Investments, at fair value                           $31,208,578   $ 25,965,403
Receivables
  Employer contributions                                 175,504        104,007
  Employee contributions                                 267,427        261,725
                                                     -----------   ------------
                                      TOTAL ASSETS    31,651,509     26,331,135

LIABILITIES

Accounts payable                                             636            441
                                                     -----------   ------------
                              NET ASSETS AVAILABLE
                                 FOR PLAN BENEFITS   $31,650,873   $ 26,330,694
                                                     ===========   ============







- -------------------------------------------------------------------------------
See accompanying notes.                                                  Page 2



CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31, 1999, 1998 and 1997
- -------------------------------------------------------------------------------


                                           1999          1998          1997
                                        ----------    -----------    ----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
  Net  income  from   investment  in
   common trust funds                   $   550,632   $   515,096    $  483,155
  Net  income  from   investment  in
   registered investment company funds    2,211,280     1,051,786     1,843,936
  Appreciation (depreciation) in fair
   value of Culp, Inc. stock fund         (781,232)    (3,903,801)    1,445,053
  Interest income from participant
   loan fund                                   232            135             -
  Contributions
    Employer                             2,398,858      1,255,704       987,617
    Employees                            3,719,681      3,107,175     2,386,222
    Direct rollovers                        99,327        355,722        68,171
  Increase in cash  surrender  value
   of life insurance                        51,789              -             -
                                        ----------    -----------    ----------
                      TOTAL ADDITIONS    8,250,567      2,381,817     7,214,154
                                        ----------    -----------    ----------
DEDUCTIONS FROM NET ASSETS
 ATTRIBUTED TO
  Benefits paid to participants          2,777,904      2,403,439     1,562,644
  Insurance                                      -          4,167         7,869
  Trustee fees                              53,553         66,203        27,193
  Administrative fees                       98,931              -             -
                                        ----------    -----------    ----------
                     TOTAL DEDUCTIONS    2,930,388      2,473,809     1,597,706
                                        ----------    -----------    ----------
              NET INCREASE (DECREASE)    5,320,179        (91,992)    5,616,448

NET ASSETS AVAILABLE FOR
 PLAN BENEFITS
  Beginning of year                     26,330,694     26,422,686    20,806,238
                                        ----------    -----------    ----------
                          END OF YEAR  $31,650,873    $26,330,694   $26,422,686
                                        ==========    ===========   ===========




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See accompanying notes.                                                  Page 3

CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting
- -------------------

The financial  statements of the Plan are prepared  using the accrual  method of
accounting.

Estimates
- ---------

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires the plan  administrator  to make  estimates and
assumptions that affect certain  reported amounts and disclosures.  Accordingly,
actual results may differ from those estimates.

Valuation of Investments and Income Recognition
- -----------------------------------------------

Investments  in common  trust funds are stated at fair value based on the values
of the  respective  instruments  held by each fund as  determined  by the quoted
market prices on the last day of the plan year. Investments in common stocks are
stated at fair value as  determined  by the quoted market prices on the last day
of the plan year. Shares of registered investment companies are valued at quoted
market prices which  represent the net asset values of shares held.  The cost of
securities  sold is  determined  based on average  cost.  Participant  loans are
valued at cost which approximates fair value.

Purchases and sales of  investments  are reported on a trade date basis.  Income
from  investments  is  reported as earned on the accrual  basis.  Dividends  are
recorded on the ex-dividend date.

Payment of Benefits
- -------------------

Benefits are recorded when paid.

Reclassification
- ----------------

Certain  amounts in the  statements of changes in net assets  available for plan
benefits for the years 1998 and 1997 were  reclassified  from dividend income to
appreciation  (depreciation)  in fair  value of Culp,  Inc.  stock  fund to more
appropriately report the investment income.


NOTE B - DESCRIPTION OF PLAN

The following  description of the Culp, Inc. Employees'  Retirement Builder Plan
(the "Plan") provides only general information. Participants should refer to the
summary  plan  description  for  a  more  complete  description  of  the  Plan's
provisions.

General
- -------

The Plan is a defined  contribution  plan  covering all  full-time  employees of
Culp, Inc. (the "Company") and its subsidiaries who have one year of service and
are age  twenty-one  or older.  It is subject to the  provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).

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                                                                         Page 4


CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997


NOTE B - DESCRIPTION OF PLAN (Continued)

General (Continued)
- -------------------

Effective  January 1, 1998 employees of Phillips Mills,  Inc. were admitted into
the Plan and must meet the above general requirements in order to participate in
the Plan.  Effective  July 1, 1998  employees  of the  Wetumpka  division of Dan
River, Inc. and Artee Industries, Inc. were admitted into the Plan and must meet
the above general requirements in order to participate in the Plan.

Contributions
- -------------

The Plan was established in 1982 as a profit-sharing plan to which contributions
determined  by the  Board  of  Directors  of  Culp,  Inc.  could  be  made  on a
discretionary basis. No profit-sharing contributions were made during 1999, 1998
or 1997.

In  January  1999,  the Plan was  amended  to include  safe  harbor  provisions.
Participants  may  contribute  from 2% to 15% of their  annual  compensation  as
401(k) contributions.  The Company made a matching contribution equal to 100% of
the  participant's  contribution up to the first 3% of annual  compensation plus
50% of the next 2% of compensation  for 1999. In 1998 and 1997, the Company made
matching contributions equal to 50% of the participant's  contribution up to the
first 5% of annual  compensation.  Participants may elect to have  contributions
invested in 5%  increments  in a value fund, a stable  investment  fund, a Culp,
Inc.  stock fund, an equity growth fund, an insurance  fund or a balanced  fund.
Contributions are subject to certain limitations.

Participant Accounts
- --------------------

Each participant's  account is credited with the participant's  contribution and
an allocation  of (a) the  Company's  contribution  and (b) Plan  earnings,  and
charged with an allocation of administrative expenses.  Allocations are based on
participant  earnings or account  balances,  as defined.  The benefit to which a
participant   is  entitled  is  the  benefit  that  can  be  provided  from  the
participant's vested account.

Vesting
- -------

Participants are immediately vested in their  profit-sharing  accounts and their
401(k) contributions,  including the matching contributions from the Company and
actual earnings thereon.

Payment of Benefits
- -------------------

On termination of service,  death,  disability or retirement,  a participant may
elect  to  receive  either  a  lump-sum   distribution   or  monthly  or  annual
installments  over a term not to  exceed  the  lesser of  fifteen  years or life
expectancy of the  participant  and the designated  beneficiary.  Life insurance
purchased through the Plan may be either converted to cash or transferred to the
participant.

Participant Loans
- -----------------

Effective  August 1, 1998,  Culp,  Inc.  amended the Plan to allow existing loan
balances  from Artee  Industries,  Inc.  to enter the Plan.  No new loans may be
established  under this amendment.  As of December 31, 1999 and 1998,  there was
one loan outstanding with a balance of $1,827 and $3,366, respectively.


- --------------------------------------------------------------------------------
                                                                         Page 5

CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997


NOTE C - INVESTMENTS

The following  table presents the fair value of investments at December 31, 1999
and 1998.  Investments  that  represent  5% or more of the Plan's net assets are
separately identified.

                                                        1999           1998
                                                      -----------   ------------
   Investments at fair value as determined by quoted
    market price:
     Common trust funds:
       First Union Stable Investment Fund             $11,218,583   $  9,927,482
     Registered investment company funds:
       Evergreen Select Balanced Fund                   6,076,336      5,795,346
       Evergreen Select Value Portfolio Trust           7,361,569      6,407,546
       American Century Equity Growth Fund VI           2,798,760              -
     Culp, Inc. common stock                            3,692,343      3,831,663
     Insurance policies                                    59,160              -

   Investments at cost which approximates fair value:
     Participant loans                                      1,827          3,366
                                                      -----------   ------------
                                                      $31,208,578   $ 25,965,403
                                                      ===========   ============
The Plan's investments  (including investments bought, sold, and held during the
year) have appreciated (depreciated) in value as follows:

                                                 1999         1998         1997
                                             ----------   ---------- -----------
     Common trust funds:
       First Union Stable Investment Fund    $  550,632   $  515,096  $  483,155
     Registered investment company funds:
       Evergreen Select Balanced Fund           799,936      585,412     862,690
       Evergreen Select Value Portfolio Trust 1,177,045      466,374     981,246
       American Century Equity Growth Fund VI   234,299            -           -
     Culp, Inc. common stock                   (781,232)  (3,903,801)  1,445,053
                                             ----------   ---------- -----------
                                             $1,980,680  $(2,336,919) $3,772,144
                                             ==========  ============ ==========

NOTE D - ACCOUNTS OF TERMINATED PARTICIPANTS

Included in net assets available for plan benefits at December 31, 1999 and 1998
is $101,676 and $264,232, respectively, allocated to the accounts of persons who
elected to withdraw from the Plan or who were  terminated  but have not yet been
paid.

- --------------------------------------------------------------------------------
                                                                          Page 6

CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997

NOTE E - PLAN TERMINATION

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.


NOTE F - INCOME TAX STATUS

The Plan obtained its last  determination  letter on June 15, 1995, in which the
Internal  Revenue Service stated that the Plan, as then designed,  constituted a
qualified  trust  under  Section  401(a)  of the  Internal  Revenue  Code and is
therefore  exempt from federal income taxes under provisions of Section 501. The
Plan has been amended since receiving the  determination  letter.  However,  the
plan  administrator and the Plan's tax counsel believe that the Plan is designed
and currently being operated in compliance  with the applicable  requirements of
the Internal Revenue Code.  Therefore,  they believe that the Plan was qualified
and the related trust was tax-exempt as of the financial statement date.


NOTE G - RELATED PARTY TRANSACTIONS

Certain  plan  investments  are shares of mutual  funds  managed by First  Union
National  Bank.  First Union National Bank is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest.


NOTE H - PLAN ADMINISTRATION FEES

During 1999,  First Union started  reporting the indirect fees  contained in the
reduction of the net fair value of the investment. These fees represent the cost
of the  administration of the individual funds.  Prior to 1999, the fees reduced
the net investment income of the fund.




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                                                                          Page 7