FORM 10-Q
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended  December 29, 1996

           [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the transition period from    to

                        Commission File Number     1-10542

                                   UNIFI, INC.
               (Exact name of registrant as specified its charter)

           New York                                            11-2165495
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                           Identification No.)

  P.O. Box 19109 - 7201 West Friendly Avenue
  Greensboro, NC                                                 27419
  (Address of principal executive offices)                    (Zip Code)

                                  (910) 294-4410
               (Registrant's telephone number, including area code)
                                       Same
               (Former name, former address and former fiscal year,
                          if changed since last report)

  Indicate by  check mark  whether the  registrant  (1) has  filed all  reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
  1934 during the  preceding 12  months (or  for such  shorter period  that the
  registrant was required to  file such reports), and  (2) has been  subject to
  such filing requirements for the past 90 days.  Yes  X    No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

  Indicate the number of shares outstanding of each of the issuer's class of
  common stock, as of the latest practicable date.

                  Class                    Outstanding at February 2, 1997
  Common Stock, par value $.10 per share          62,771,038 Shares


  Part I.  Financial Information

                                   UNIFI, INC.

                      Condensed Consolidated Balance Sheets

                                           December 29,     June 30,
                                               1996           1996
                                           (Unaudited)     (Audited)
                                             (Amounts in Thousands)
  ASSETS:
  Current assets:
    Cash and cash equivalents                    $19,407        $24,473
    Receivables                                  208,180        199,361
    Inventories:
      Raw materials and supplies                  43,046         59,260
      Work in process                             12,237         13,294
      Finished goods                              68,061         60,392
    Other current assets                           4,532          5,095
      Total current assets                       355,463        361,875
  Property, plant and equipment                1,089,518      1,027,128
    Less:  accumulated depreciation              513,356        477,752
                                                 576,162        549,376
  Other noncurrent assets                         39,532         39,833
      Total assets                              $971,157       $951,084


  LIABILITIES AND SHAREHOLDERS' EQUITY:
  Current liabilities:
    Accounts payable                             $94,684       $110,107
    Accrued expenses                              34,412         39,895
    Income taxes                                  16,630         15,651
      Total current liabilities                  145,726        165,653
  Long-term debt                                 225,000        170,000
  Deferred income taxes                           37,800         32,225
  Shareholders' equity:
    Common stock                                   6,277          6,483
    Capital in excess of par value                    --         62,255
    Retained earnings                            550,274        512,253
    Cumulative translation adjustment              6,080          2,215
      Total shareholders' equity                 562,631        583,206
      Total liabilities and shareholders'equity $971,157       $951,084
 

  See Accompanying Notes to Condensed Consolidated Financial Statements.



                                   UNIFI, INC.

                   Condensed Consolidated Statements of Income

                                       (Unaudited)

                                  For the Quarters    For the Six Months
                                        Ended               Ended
                                 Dec. 29,  Dec. 24,  Dec. 29,   Dec. 24,
                                   1996      1995      1996       1995
                             (Amounts in Thousands Except Per Share Data)

  Net sales                      $419,345  $401,437   $834,060   $788,806

  Costs and expenses:
   Cost of sales                  360,487   352,182    725,257    694,622
   Selling, general &
    administrative expense         11,247    11,433     22,077     21,505
   Interest expense                 2,958     3,760      5,880      7,437
   Interest income                  (562)   (1,981)    (1,094)    (4,618)
   Other (income)expense            1,133   (1,308)        935    (1,738)
   Non-recurring charge(note e)        --        --         --     23,826
                                  375,263   364,086    753,055    741,034

  Income before income taxes       44,082    37,351     81,005     47,772

  Provision for income taxes       15,292    13,233     28,260     16,887

  Net income                      $28,790   $24,118    $52,745    $30,885


  Earnings per share:
        Primary                      $.44      $.36       $.81       $.46

        Fully diluted                $.44      $.36       $.81       $.46

  Cash dividends paid per share      $.11      $.13       $.22       $.26


  See Accompanying Notes to Condensed Consolidated Financial Statements.


                                   UNIFI, INC.

                 Condensed Consolidated Statements of Cash Flows

                                   (Unaudited)

                                           For the Six Months Ended
                                                Dec. 29,   Dec. 24,
                                                  1996       1995
                                             (Amounts in Thousands)

  Cash and cash equivalents provided by
   operating activities, net of acquisitions      $82,924   $86,695

  Investing activities:

   Capital expenditures                          (66,983)  (62,326)
   Acquisitions                                        --  (48,444)
   Proceeds from notes receivable                     525       539
   Proceeds from sale of subsidiary and
    equity investment                                  --    10,436
   Purchase of short-term investments                  --  (55,782)
   Sale ofshort-term investments                       --    79,845
   Other                                              379        --
     Net investing activities                    (66,079)  (75,732)

  Financing activities:

   Issuance of Company common stock                   790        27
   Purchase and retirement of Company common
    Company common stock                         (63,783)  (37,185)  
   Borrowing of long-term debt                     95,000        --
   Payments of long-term debt                    (40,000)        --
   Cash dividends paid                           (14,191)  (17,297)
     Net financing activities                    (22,184)  (54,455)

  Currency translation adjustment                     273     (186)

  Increase(decrease) in cash and cash equivalents (5,066)  (43,678)

  Cash and cash equivalents - beginning            24,473    60,350

  Cash and cash equivalents - ending              $19,407   $16,672


  See Accompanying Notes to Condensed Consolidated Financial Statements.

                                    UNIFI, INC.
               Notes to Condensed Consolidated Financial Statements


 (a)Basis of Presentation

    The information furnished is unaudited and reflects all adjustments which
    are, in the opinion of Management, necessary to present fairly the
    financial position at December 29, 1996, and the results of operations and
    cash flows for the periods ended December 29, 1996, and December 24, 1995.
    Such adjustments consisted of normal recurring items for all periods
    presented and, for the prior year-to-date, the non-recurring charge
    described in Note (e).  Interim results are not necessarily indicative of
    results for a full year.  It is suggested that the condensed financial
    statements be read in conjunction with the financial statements and notes
    thereto included in the Company's latest annual report on Form 10-K.

 (b)Income Taxes

    Deferred income taxes have been provided for the temporary differences
    between financial statement carrying amounts and tax basis of existing
    assets and liabilities.

    The difference between the statutory federal income tax rate and the
    effective tax rate is primarily due to the realization of state and federal
    tax credits and the results of foreign subsidiaries which are taxed at
    rates below those of U.S. operations.

 (c)Per Share Information

    Earnings per common and common equivalent share are computed on the basis
    of the weighted average number of common shares outstanding, plus to the
    extent applicable, common stock equivalents.

     Computation of average shares outstanding (in 000's):

                                      Quarters Ended    Six Months Ended
                                     Dec. 29,  Dec. 24,  Dec. 29, Dec. 24,
                                       1996      1995      1996     1995

        Average Shares Outstanding    64,377    66,279    64,457   66,582
        Add:  Dilutive Options           772       439       704      463
        Primary Average Shares        65,149    66,718    65,161   67,045
        Incremental Shares Arising from
         Full Dilution Assumption        133        --        68       --
        Average Shares Assuming
         Full Dilution                65,282    66,718    65,229   67,045


     Conversion of the $230 million, 6% convertible subordinated notes which
     were outstanding at December 24, 1995, was not considered for the
     computation of fully diluted earnings per share because its effect was
     antidilutive for both prior year periods presented.  Accordingly, fully
     diluted earnings per share for these periods have been reported consistent
     with the primary earnings per share result.  These notes were redeemed in
     the fourth quarter of fiscal 1996.

 (d)Common Stock

    On January 23, 1997, the Company's Board of Directors declared a cash
    dividend of $.11 per share payable on February 14, 1997, to shareholders of
    record on February 7, 1997.

 (e)Non-Recurring Charge

    During the fiscal 1996 first quarter, the Company recognized  a non-
    recurring charge to earnings of $23.8 million ($14.9 million after-tax or
    $0.22 per share) related to restructuring plans to further reduce the
    Company's cost structure and improve productivity through the consolidation
    of certain manufacturing operations and the disposition of underutilized
    assets.  The restructuring plan focused on the consolidation of production
    facilities acquired via mergers during the preceding four years.  As part
    of the restructuring action, the Company closed its spun cotton
    manufacturing facilities in Edenton and Mount Pleasant, North Carolina with
    the majority of the manufacturing production being transferred to other
    facilities.  The significant components of the non-recurring charge include
    $2.4 million of severance and other employee-related costs from the
    termination of employees and a $21.4 million write-down to estimated fair
    value less the cost of disposal of underutilized assets and consolidated
    facilities to be disposed.  Costs associated with the relocation of
    equipment or personnel are being expensed as incurred.

    In connection with the plan of restructuring and corporate consolidation,
    the Company has incurred as of December 29, 1996, severance and other
    employee-related costs of $2.0 million associated with the termination of
    574 employees.  All aspects of the consolidation plan associated with the
    termination of employees has been accomplished.  The remaining reserve of
    $0.4 million associated with severance and other employee related costs has
    been reclassified to the reserve for estimated losses from the disposal of
    assets and consolidated facilities.  Through December 29, 1996, the Company
    has charged $17.3 million against the reserve established for anticipated
    losses from the disposal of underutilized assets and consolidated
    facilities.  The remaining reserve at December 29, 1996, amounts to $4.5
    million.  The balance sheet at December 29, 1996, reflects primarily in
    property, plant and equipment, the net book value of the remaining assets
    to be disposed amounting to approximately $8.8 million net of the
    anticipated losses to be sustained of $4.5 million.  The Company
    anticipates no material differences in actual charges compared to its
    original estimates.

 (f)Results of "Dutch Auction" Tender Offer

    On October 30, 1996, Unifi announced plans for a "Dutch Auction" tender
    offer for a minimum of 4,000,000 and a maximum of 6,000,000 shares of its
    common stock, representing approximately 6.2% to 9.3% of its then currently
    outstanding shares.  The offer was conditional on a minimum of 4,000,000
    shares being tendered; however, the Company reserved the right to purchase
    a lesser number of properly tendered shares.  Under terms of the offer, the
    Company invited shareholders to tender their shares at prices within a
    range of $28 to $31 per share as specified by the tendering shareholders.
    The offer expired on Friday, December 13, 1996, and was not extended by the
    Company.  The Company purchased the 1,755,365 shares properly tendered and
    not withdrawn at a price of $31 per share.  The shares purchased
    represented approximately 2.7% of the Company's shares of common stock
    outstanding immediately prior to the offer.

  (g)Stock-Based Compensation

     In October 1995, the FASB issued Statement No. 123, "Stock-Based
     Compensation," (SFAS 123) which became effective beginning with the
     Company's quarter ended September 29, 1996.  The Company has adopted FAS
     123 and will continue to measure compensation expense for its stock-based
     employee compensation plans using the intrinsic value method prescribed by
     APB Opinion No. 25, "Accounting for Stock Issued to Employees."  In
     addition, the Company will provide at fiscal year end pro forma disclosures
     of net income and earnings per share as if the fair value-based method
     prescribed by SFAS 123 had been applied in measuring compensation expense.
     The adoption of the pronouncement has not had and is not expected to have a
     material effect on the Company's financial position or results of
     operations.

  (h)Recent Pronouncements

    In June 1996, the FASB issued Statement of Financial Accounting Standards
    No. 125, "Accounting for Transfers and Servicing of Financial Assets and
    Extinguishments of Liabilities," (SFAS 125).  SFAS 125 is effective for
    transfers and servicing of financial assets and extinguishments of
    liabilities occurring after December 31, 1996, (the Company's third quarter
    of fiscal 1997).  The adoption of this Standard is not expected to impact
    the Company's consolidated results of operations, financial position or
    cash flows.


                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

  The following is Management's Discussion and Analysis of certain significant
  factors that have affected the Company's operations and material changes in
  financial condition during the periods included in the accompanying Condensed
  Consolidated Financial Statements.

  Results of Operations

  Consolidated net sales increased 4.5% to $419.3 million in the second quarter
  of fiscal 1997 and for the six month period, sales increased 5.7% to $834.1
  million.  Volume increases of 7.0% and 6.4% for the quarter and year-to-date,
  respectively, offset average unit price declines, based on overall product
  mix, of 2.4% and 0.4%, respectively.

  Results for our domestic operations reflect sales growth of 3.8% for the
  quarter and 5.9% for the year-to-date as we experienced increases in unit
  sales in all yarn areas for both current year periods over year ago levels.
  Sales growth of 11.8% for the quarter and 15.6% for the year-to-date in our
  international operations reflects increased capacity due to expansion.

  Gross margin as a percentage of net sales for the quarter increased 1.7% from
  12.3% to 14.0%.  For the respective year-to-date periods, gross margin as a
  percentage of net sales increased 1.1% from 11.9% to 13.0%.  Increases for
  both periods reflect decreases in raw material and manufacturing costs, based
  on product mix, as a percentage of net sales.

  Selling, general and administrative expenses as a percentage of net sales
  decreased from 2.8% in last year's quarter to 2.7% this quarter.  On a year-
  to-date basis, selling, general and administration expense as a percentage of
  net sales has declined from 2.7% last year to 2.6% this year.  On a dollar
  basis, selling, general and administrative expense declined $186 thousand to
  $11.2 million, or 1.6%, for the quarter and increased $572 thousand to $22.1
  million, or 2.7%, for the year-to-date.

  Interest expense decreased $0.8 million to $3.0 million in the current
  quarter and $1.6 million to $5.9 million for the year-to-date period.  The
  decline in interest expense for both current year periods reflects lower
  levels of outstanding debt and a lower effective interest rate.  Interest
  income has decreased from $2.0 million in last year's second quarter to $0.6
  million in the current quarter.  For the six month period, interest income
  has decreased from $4.6 million last year to $1.1 million in the current
  period.  The decline in interest income for the quarter and year-to-date
  periods reflects lower levels of invested funds due to the use of such funds
  for capital expenditures, acquisitions, long-term debt extinguishment and the
  purchase and retirement of Company common stock.

  Net other income and expense moved unfavorably $2.4 million in the current
  quarter from $1.3 million of income in the prior year quarter to $1.1 million
  of expense in the current year quarter.  For the year-to-date, net other
  income and expense reflects an unfavorable change of $2.7 million from $1.7
  million of income in the prior year to $0.9 million of expense for the
  current year period.  Losses on the sale of  property and equipment (not
  associated with the assets included in the prior year restructuring charge)
  and currency transaction losses were the primary components of other expense
  for both current year periods.

  In the first quarter of the prior fiscal year, the Company announced
  restructuring plans to further reduce the Company's cost structure and
  improve productivity through the consolidation of certain manufacturing
  operations and the disposition of underutilized assets.  The estimated cost
  of restructuring resulted in a first quarter fiscal 1996 non-recurring charge
  to earnings of $23.8 million or an after-tax charge to earnings of $14.9
  million ($.22 per share).  The Company anticipates no material differences in
  actual charges compared to its original estimates.

  The effective tax rate has decreased from 35.4% to 34.7% in the current
  quarter and from 35.3% to 34.9% for the year-to-date period.  The difference
  between the statutory federal income tax rate and the effective tax rate is
  primarily due to the realization of state and federal  tax credits and the
  results of foreign subsidiaries which are taxed at rates below those of U.S.
  operations.

  As a result of the above, the Company realized during the current quarter net
  income of $28.8 million, or $.44 per primary share, compared to $24.1
  million, or $.36 per primary share, during the corresponding quarter of the
  prior year.  Net income and primary earnings per share for the current six
  month year-to-date period amounted to $52.7 million, or $.81 per share,
  compared to corresponding totals in the prior year-to-date period of $30.9
  million, or $.46 per share.  Earnings for the prior year-to-date period were
  adversely affected by the non-recurring charge to earnings of $23.8 million
  or an after tax charge to earnings of $14.9 million ($.22 per share).


  Liquidity and Capital Resources

  Cash provided by operations continues to be the Company's primary source of
  funds to finance operating needs and capital expenditures.  Cash generated
  from operations was $82.9 million for the six month period ended December 29,
  1996, compared to $86.7 million for the corresponding period of the prior
  fiscal year.  Increases in working capital reduced cash flow from operating
  activities by $17.5 million for the six month period ended December 29, 1996.
  The primary components of this working capital increase, excluding the
  effects of currency translation, were an increase in accounts receivables of
  $7.4 million and a decline in accounts payable and accruals of $21.8 million.
  These amounts were partially offset by a decline in inventory of $10.2
  million and $1.5 million from other assets.  The increase in accounts
  receivable since the fiscal year ended June 30, 1996, is attributable, in
  part, to a higher proportion of export sales as a percentage of total sales
  throughout this time period.  Export sales payment terms are generally longer
  than those of domestic sales.  Impacting the decline in accounts payable and
  accruals for the six months ended December 29, 1996, was the Company's
  reduction of inventories, the funding in the current year of its employee
  profit sharing plan liability recognized in the prior fiscal year and a
  reduction of short-term obligations of our Irish operation.

  Working capital levels are more than adequate to meet the operating
  requirements of the Company.  We ended the current quarter with working
  capital of $209.7 million which included cash and cash equivalents of $19.4
  million.  Cash and short-term investments have decreased $5.1 million since
  June 30, 1996, resulting primarily from the utilization of cash to fund
  capacity expansions and upgrading of facilities, the payment of cash
  dividends and the purchase and retirement of Company common stock.  These
  amounts exceeded cash flows provided by operations and net borrowings under
  the revolving credit facility.

  The Company utilized $66.1 million and $22.2 million for net investing and
  financing activities, respectively, during the six months ended December 29,
  1996.  Significant expenditures during this period included $67.0 million for
  capacity expansions and upgrading of facilities, $14.2 million for the
  payment of the Company's cash dividends and $63.8 million for the purchase
  and retirement of Company common stock.  The Company utilized proceeds from
  net borrowings under its long-term debt agreement of $55.0 million and
  $1.7 million from other sources to offset these cash expenditures.

  At December 29, 1996, the Company has committed approximately $159.0 million
  for the purchase and upgrade of equipment and facilities, which is scheduled
  to be expended during fiscal years 1997 and 1998.  A significant component of
  these committed funds, as well as a major component of the year to date
  capital expenditures, is the continuing construction of a highly automated,
  state-of-the-art texturing facility in Yadkinville, North Carolina.  We have
  reached approximately 70% of productive capacity in this texturing facility
  which is scheduled for completion in the first quarter of fiscal 1998.
  Estimated costs associated with the construction of our previously announced
  polyester fiber production facility are also included in the $159.0 million
  commitment.  However, the costs of various construction and machinery phases
  of the polyester fiber production facility project are still under
  negotiation.

  On October 21, 1993, the Board of Directors authorized Management to
  repurchase up to 15 million shares of Unifi's common stock from time to time
  at such prices as Management feels advisable and in the best interest of the
  Company.  Through December 29, 1996, 7.9 million shares have been
  repurchased, including those repurchased under the previously announced Dutch
  Auction described further below, at a total cost of $205.1 million pursuant
  to this Board authorization.

  On October 30, 1996, Unifi announced plans for a "Dutch Auction" tender offer
  for a minimum of 4,000,000 and a maximum of 6,000,000 shares of its common
  stock, representing approximately 6.2% to 9.3% of its then currently
  outstanding shares.  The offer was conditional on a minimum of 4,000,000
  shares being tendered; however, the Company reserved the right to purchase a
  lesser number of properly tendered shares.  Under terms of the offer, the
  Company invited shareholders to tender their shares at prices within a range
  of $28 to $31 per share as specified by the tendering shareholders.  The
  offer expired on Friday, December 13, 1996, and was not extended by the
  Company.  The Company purchased the 1,755,365 shares properly tendered and
  not withdrawn at a price of $31 per share.  The shares purchased represented
  approximately 2.7% of the Company's shares of common stock outstanding
  immediately prior to the offer.

  Management believes the current financial position of the Company in
  connection with its operations and its access to debt and equity markets are
  sufficient to meet anticipated capital expenditure, strategic acquisition,
  working capital, Company common stock repurchases and other financial needs.

  Forward-Looking Statements

  This Management's Discussion and Analysis of Financial Condition and Results
  of Operations and other sections of this Quarterly Report contain forward-
  looking statements about the Company's financial condition and results of
  operations that are based on current expectations, estimates and projections
  about the markets in which the Company operates, Management's beliefs and
  assumptions made by Management.  Words such as "expects," "anticipates,"
  "believes," "estimates," variations of such words and other similar
  expressions are intended to identify such forward-looking statements.  These
  statements are not guarantees of future performance and involve certain
  risks, uncertainties and assumptions which are difficult to predict.
  Therefore, actual outcomes and results may differ materially from what is
  expressed or forecasted in such forward-looking statements.  Readers are
  cautioned not to place undue reliance on these forward-looking statements,
  which reflect Management's judgment only as of the date hereof.  The Company
  undertakes no obligation to update publicly any of these forward-looking
  statements to reflect new information, future events or otherwise.

  Factors that may cause actual outcome and results to differ materially from
  these forward-looking statements include availability, sourcing and pricing
  of raw materials, pressures on sales prices due to competition and economic
  conditions, reliance on and financial viability of significant customers,
  technological advancements, changes in construction spending and capital
  equipment expenditures (including those related to unforeseen acquisition
  opportunities), continued availability of financial resources through
  financing arrangements and operations, negotiation of new or modifications of
  existing contracts for asset management and for property and equipment
  construction and acquisition, regulations governing tax laws and the
  Company's strategies with respect to such laws, other governmental and
  authoritative bodies' policies and legislation, the continuation and
  magnitude of the Company's common stock repurchase program and proceeds
  received from the sale of assets held for disposal.  In addition to these
  representative factors, forward-looking statements could be impacted by
  general domestic and international economic and industry conditions including
  fluctuations in currency exchange, interest and inflation rates.

  Part II.  Other Information

                              UNIFI, INC.



  Item 4.  Submission of Matters to a Vote of Security Holders

        The Shareholders of the Company at their Annual Meeting held on the
        24th day of October 1996, considered and voted upon the 1996 Incentive
        Stock Option Plan, the 1996 Non-Qualified Stock Option Plan, the
        Election of three (3) Class 2 Directors of the Company, and the
        Election of one (1) Class 3 Director of the Company.

        The Unifi, Inc. 1996 Incentive Stock Option Plan under which key
        employees of the Company and its subsidiaries may be granted options,
        which was adopted previously and recommended to the Shareholders by the
        Board of Directors of the Company, said Plan being attached as Exhibit
        "A" beginning on page A-1 of the Definitive Proxy Statement filed with
        the Securities and Exchange Commission since the close of the
        registrant's fiscal year ending June 30, 1996, was adopted by the
        Shareholders of the Company with 55,599,461 shares of the 64,503,842
        issued and outstanding shares of the Company, being more then fifty
        percent (50%) of the shares entitled to vote at the meeting, voting in
        favor, 322,497 shares voting against the Plan and 1,402,382 shares
        abstaining from the vote.

        The Unifi, Inc. 1996 Non-Qualified Stock Option Plan under which
        outside members of the Board of Directors and key employees of the
        Company and its subsidiaries may be granted options, which was adopted
        previously and recommended to the Shareholders by the Board of
        Directors of the Company, said Plan being attached as Exhibit "B"
        beginning on page B-1 of the Definitive Proxy Statement filed with the
        Securities and Exchange Commission since the close of the registrant's
        fiscal year ending June 30, 1996, was adopted by the Shareholders of
        the Company with 43,736,058 shares of the 64,503,842 issued and
        outstanding shares of the Company, being more than fifty percent (50%)
        of the shares entitled to vote at the meeting, voting in favor,
        12,178,965 shares voting against the Plan and 1,409,317 shares
        abstaining from the vote.

        The Shareholders elected management's nominees for three (3) Class 2
        Directors and one (1) Class 3 Director to serve until the Annual
        Meeting of the Shareholders in 1999 and 1997, respectively, or until
        their successors are elected and qualified, as follows:

         Name of Director     Votes in Favor   Votes Against  Votes Abstaining

         Class 2:

         Charles R. Carter         56,774,001              0           550,339
         Jerry W. Eller            56,680,215              0           644,125
         Kenneth G. Langone        56,765,082              0           559,258


         Name of Director   Votes in Favor  Votes Against  Votes Abstaining

         Class 3:

         J. B. Davis              56,776,127              0           548,213


        The following persons continue to serve on the Company's Board of
        Directors until the Annual Meeting of Shareholders in 1997 for Class 3
        and 1998 for Class 1:

                Class 3                   Class 1

                William T. Kretzer        Donald F. Orr
                G. Allen Mebane           Robert A. Ward
                                          G. Alfred Webster

        The information set forth under the headings "Election of Directors,"
        "Nominees for Election as Directors," and "Security Holding of
        Directors, Nominees, and Executive Officers" on Pages 2-5 of the
        Definitive Proxy Statement filed with the Commission since the close of
        the registrant's fiscal year ending June 30, 1996, is incorporated
        herein by reference.


  Item 6.  Exhibits and Reports on Form 8-K

           (27)Financial Data Schedule

        (b) No reports on Form 8-K have been filed during the quarter ended
            December 29, 1996.


                                UNIFI, INC.



  Signatures

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.


                                                 UNIFI, INC.










  Date: February 12, 1997                     WILLIS C. MOORE III
                                              Willis C. Moore III
                                              Vice President and Chief
                                              Financial Officer (Mr. Moore is
                                              the Principal Financial and
                                              Accounting Officer and has been
                                              duly authorized to sign on behalf
                                              of the Registrant.)


 

5 The schedule contains summary financial information extracted from the Company's Quarterly Report for the six month period ended December 29, 1996, and is qualified in its entirety by reference to such financial statements. 1000 6-MOS JUN-29-1997 DEC-29-1996 19,407 0 214,891 6,711 123,344 355,463 1,089,518 513,356 971,157 145,726 225,000 0 0 6,277 556,354 971,157 834,060 834,060 725,257 725,257 0 0 5,880 81,005 28,260 52,745 0 0 0 52,745 .81 .81 Note: Other Stockholders' Equity of $556,354 is comprised of Retained Earnings of $550,274 and Cumulative Translation Adjustment of $6,080.