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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                       __________________________________

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                            Fieldcrest Cannon, Inc.
                -----------------------------------------------
             (Exact name of registrant as specified in its charter)



                                          
       Delaware                                   56-0586036
- - - -----------------------                      -------------------
(State of incorporation                        (IRS Employer
   or organization)                          Identification No.)




                                                  
       326 East Stadium Drive, Eden, NC                27288
- - - ---------------------------------------------       -----------
   (Address of principal executive offices)          (Zip Code)



       Securities to be registered pursuant to Section 12(b) of the Act:



                                
Title of each class                Name of each exchange on which
to be so registered                each class is to be registered
- - - -------------------                ------------------------------

$3.00 Series A Convertible             New York Stock Exchange
Preferred Stock


       Securities to be registered pursuant to Section 12(g) of the Act:



                                      None
- - - ---------------------------------------------------------------------------
                                (Title of Class)
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Item 1.

     The description under the heading "Description of Securities
to be Registered" relating to the Registrant's $3.00 Series A
Convertible Preferred Stock, $.01 par value per share, in the
Prospectus included in the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on this
date (the "Registration Statement on Form S-3"), is incorporated
herein by reference.

Item 2.   EXHIBITS.

     Exhibit 1      Restated Certificate of Incorporation of the
                    Registrant as amended to date is incorporated
                    herein by reference to Exhibit 4.1 to the
                    Registrant's Registration Statement on
                    Form S-3 filed February 17, 1994.





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                             SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this regis-
tration statement to be signed on its behalf by the undersigned,
thereto duly authorized.


                                
Date: March 15, 1994            FIELDCREST CANNON, INC.



                                   /s/James M. Fitzgibbons
                                   ---------------------------
                                   By:  James M. Fitzgibbons,
                                   Title:  Chairman and Chief
                                           Executive Officer






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