Mail Stop 03-08


								November 9, 2004


By Facsimile and U.S. Mail

Mr. William M. Lowe, Jr.
Vice President, Chief Financial Officer and Chief Operating Officer
Unifi, Inc.
7201 West Friendly Avenue
Greensboro, NC 27419-9109

	RE:	Form 10-K for the fiscal year ended June 27, 2004
		File Date: September 17, 2004
		File No. 001-10542


Dear Mr. Lowe:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your document.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.







FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 27, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.


Item 7.  Management`s Discussion and Analysis of Financial Condition
and Results of Operations.

Review of Fiscal Year 2004 Results of Operations (52 Weeks) Compared
to Fiscal Year 2003 (52 Weeks), page 10.

2. Please supplement your discussion of net sales, gross profit, and
selling, general and administrative expense on a segment basis with a
discussion of these items for your business as a whole.  Refer to
Item 303(A) of Regulation S-K.
3. Please discuss the impact on overall net sales as well as net
sales by segment of movements in currency exchange rates, if
material.
4. In your summary table of operating income by segment, your
inclusion of a "total" column for consolidated segment amounts
represents the presentation of non-GAAP measures subject to the
disclosure and reconciliation requirements of Item 10(e) of
Regulation S-K.  We note your reference to footnote 8 of the
financial statements where total segment operating income (loss) is
reconciled to pretax earnings.  However, you still need to provide a
reconciliation from total cost of sales and total selling, general
and administrative expense on a segment basis, to cost of sales and
selling, general and administrative expense per your statements of
operations.   Moreover, you should disclose the reasons why these
non-GAAP measures provide useful information to investors and how
management uses the non-GAAP measures.  Please confirm that you will
revise your future filings accordingly.  Refer to Question 21 of our
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures issued on June 13, 2003, available on our website at
www.sec.gov.
5. Please refer to Rule 303(A)(3)(ii) of Regulation S-K, and where
appropriate describe any known trends or events that are reasonably
expected to have a material impact on future net sales or income from
continuing operations.  For example, it appears that your overall net
sales, gross profits and net income have been trending downward.
Please identify the cause of these trends and indicate whether you
expect them to continue into the future and why or why not.
Similarly, with respect to the restructuring charges recorded in
fiscal years 2004 and 2003, discuss the likely effects of these
restructurings on future operating results and liquidity, unless it
is determined that a material effect is not reasonably likely to
occur.  Also refer to SAB Topic 5.P.4.
6. We note your brief discussion of the significant change in the
"equity in losses (earnings) of unconsolidated affiliates" line item
of your statements of operations.  Given the magnitude of the change,
we would expect a more elaborate discussion of the change, including
your assessment as to whether the results of your equity method
investments are expected to continue to deteriorate into the future
and why or why not.  Please revise your future filings accordingly
and show us supplementally what the revised disclosure will look like
for fiscal 2004 compared to fiscal 2003.
7. We note the significant impact on your effective tax rate in each
year presented of changes in your valuation allowance.  Please
discuss such significant changes in your MD&A.  Show us
supplementally what the revised disclosures will look like for fiscal
2004 compared to fiscal 2003.

Liquidity and Capital Resources, page 17

8. Please supplement your current disclosure to include a discussion
of the impact on liquidity and capital resources related to the $250
million of senior, unsecured debt securities and associated interest
payments.  Because this appears to be your most significant long-term
obligation, we believe it should be discussed.

Contractual Obligations, page 19
9. Please revise your contractual obligations table to include the
following:
a. estimated interest payments on your debt; and
b. planned funding of pension obligations.
Because the table is aimed at increasing transparency of cash flow,
we believe these payments should be included in the table.  If you
choose not to include these

payments, a footnote to the table should clearly identify the
excluded items and provide any additional information that is
material to an understanding of your
cash requirements.  See Section IV.A and footnote 46 to the
Commission`s MD&A Guidance issued December 19, 2003 available at
www.sec.gov.



Item 8.  Consolidated Financial Statements and Supplementary Data

General

10. We note your inclusion of 2 years of financial statements for
your significant equity method investee, Parkdale America, LLC (PAL).
Please be advised that, pursuant to Rule 3-09 of Regulation S-X,
financial statements for significant equity method investees are
required for the same number of periods as required by Rules 3-01 and
3-02 of Regulation S-X.  We understand that PAL has a different
fiscal year end than you and that fiscal 2004 financial statements
were not available for inclusion in your original Form 10-K filing.
Nonetheless, please be advised that you are required to file the
separate fiscal 2004 financial statements of PAL within 90 days after
PAL`s year-end.  They should be filed as an amendment to your fiscal
2004 Form 10-K.  Please confirm to us that you intend to amend your
Form 10-K to file these financial statements.  In this regard, we
note that you did not amend your fiscal 2003 Form 10-K to include the
fiscal 2003 financial statements for PAL.

Consolidated Balance Sheets, page 26
11. Please consider the need to separately state the components of
accrued expenses in the footnotes if an individual item meets the
materiality threshold (5% of total current liabilities).  Refer to
rule 5-02.20 of Regulation S-X.

Consolidated Statements of Operations, page 27
12. Please present the goodwill impairment charge as a separate line
item.  Refer to paragraph 43 of SFAS 142.

Note 6.  Retirement Plans, page 40
13. Please revise your pension plan disclosures to include two years
of information related to balance sheet disclosures and three years
of information for disclosures related to your results of operations.
Refer to paragraph 5 of SFAS 132(R).

Note 10.  Investments in Unconsolidated Affiliates, page 48
14. Please disclose the difference between the amount at which your
investment in PAL is carried and the amount of your underlying equity
in the net assets of PAL and your accounting treatment of the
difference.  It appears to us, based on a review of PAL`s balance
sheet, that the difference may be significant. Refer to paragraph
20.a. of APB 18.    Additionally, tell us any consideration that you
have given to whether you have incurred an other than temporary
decline in the value of this investment.  In this regard, we note
that the operating results and operating cash flows for PAL have
diminished significantly in recent years.  We also understand from
your MD&A disclosures that the US textile industry continues to
suffer from disparate worldwide production capacity and demand,
weakness at retail and the direct sourcing of garments and fabrics
from lower wage-based countries.     While we understand that none of
these factors are necessarily determinate of a loss in value that is
other than temporary, they do seem to be indicators that would cause
you to assess the recoverability of the investment.

*******

As appropriate, please respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
furnish a letter that keys your responses to our comments and
provides any requested supplemental information.  Detailed response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filing reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.


In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

If you have any questions regarding these comments, please direct
them to Staff Accountant David DiGiacomo at (202) 824-5493.  In his
absence, direct your



questions to Robyn Manuel at (202) 942-7786.  Any other questions may
be directed to me at (202) 942-2905.

Sincerely,



                George F. Ohsiek, Jr.
    Branch Chief








Mr. William M. Lowe, Jr.
Vice President, Chief Financial Officer and Chief Operating Officer
Unifi, Inc.
November 9, 2004
Page 1