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Filed Under Rule 424(b)(3)
Registration No. 333-40531
SUPPLEMENT DATED AUGUST 14, 1998
To the Prospectus, dated December 17, 1997, of
UNIFI, INC.
561,873 SHARES
COMMON STOCK
___________________
The information in this Prospectus Supplement concerning the
Selling Shareholders replaces the information set forth under the
caption "Selling Shareholders" in the Prospectus, dated December
17, 1997 (the "Prospectus"), of Unifi, Inc. ("Unifi") relating to
the registration of 561,873 shares of Unifi Common Stock (the
"Shares"). The following information should be read in
conjunction with the information contained elsewhere in the
Prospectus. Capitalized terms used and not defined herein shall
have the meanings given to them in the Prospectus.
SELLING SHAREHOLDERS
The Selling Shareholders, listed below, acquired the Shares
in exchange for shares of SI Holding, which was acquired by Unifi
in a merger transaction consummated on November 14, 1997. The
offer and sale of the Shares was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof. The Company
has registered the Shares for resale by the Selling Shareholders.
The following table sets forth, as of the date hereof, the
names of the Selling Shareholders, the shares of Common Stock
owned by each of the Selling Shareholders, the shares of Common
Stock to be offered from time to time by each of them, and the
shares of Common Stock to be owned by each of the Selling
Shareholders after completion of this offering. The information
concerning the Selling Shareholders may change from time to time,
and any such changed information will be set forth in supplements
to this Prospectus if and when necessary. The Company is not
aware of any agreements, arrangements or understandings with
respect to the sale of any of the Shares. The Shares are being
registered to permit public secondary trading of the Shares, and
the Selling Shareholders may offer the Shares for resale from
time to time. Except as provided below, none of the Selling
Shareholders has had a material relationship with Unifi within
the past three years other than as a result of the acquisition
and ownership of the Shares. See "Plan of Distribution."
Shares Shares to be
Selling Shareholder Shares Owned(1) being Offered(2) Owned After Sale
- ------------------- --------------- ---------------- ----------------
Lamar Beach (3)(10) 152,545 152,545 0
Gladys C. Beach (3)(10) 152,545 152,545 0
The Lamar Beach Charitable
Trust U/A/D 6/26/98, North
Carolina Trust Company,
Trustee 14,500 14,500 0
Beach Family Foundation 14,500 14,500 0
Beach Partners, LP (10) 250,782 250,782 0
Jeffrey L. Beach (4)(10) 20,000 20,000 0
Mary Beach (4) 20,000 20,000 0
Jeffrey L. Beach U/A/D
2/28/92, Hugh F.
Beckwith, Jr., Trustee 20,000 20,000 0
Melanie B. Abbott(5)(10) 16,953 16,953 0
Charles Abbott (5) 16,953 16,953 0
Melanie Beach Abbott U/A/D
2/28/92, Hugh F.
Beckwith, Jr., Trustee 18,485 18,485 0
Hugh F. Beckwith, Jr.(6) 39,954 39,954 0
Wheat, First Securities,
Inc., FBO Hugh F.
Beckwith, Jr. 1,469 1,469 0
Fred A. Williams (7) 4,897 4,897 0
Donaldson, Lufkin & Jenrette
Securities Corporation,
FBO Fred A. Williams 979 979 0
Craig Macnab (8) 11,049 11,049 0
J.C. Bradford & Co.
Retirement Accumulation
Plan, A/C Craig Macnab 2,449 2,449 0
MacNeil Advisors 2,449 2,449 0
George R.
Perkins, Jr.(9) 938,644 1,763 936,881
- -----------------------
(1) Beneficial ownership is determined in accordance with
the rules of the Commission and generally includes
voting or investment power with respect to securities.
Except as indicated in the footnotes to this table, the
persons named in the table have sole voting and
investment power with respect to all of the Shares
beneficially owned.
(2) Assumes that each Selling Shareholder will sell all of
the Shares, although there can be no assurance that any
or all of such Shares will be sold.
(3) Includes 143,398 Shares owned directly by Lamar Beach
and 9,147 Shares owned directly by Gladys C. Beach,
wife of Lamar Beach.
(4) Owned jointly by Jeffrey L. Beach and his wife Mary
Beach.
(5) Includes 12,436 Shares owned directly by Melanie B.
Abbott and 4,517 Shares owned directly by Charles
Abbott, the husband of Melanie B. Abbott.
(6) Includes 1,469 Shares owned by Wheat, First Securities,
Inc., FBO Hugh F. Beckwith, Jr., 20,000 Shares owned by
Jeffrey L. Beach, U/A/D 2/28/92, Hugh F. Beckwith, Jr.,
Trustee (as to which Mr. Beckwith as Trustee has sole
investment and voting power) and 18,485 Shares owned by
Melanie Beach Abbott U/A/D 2/28/92, Hugh F. Beckwith,
Jr., Trustee (as to which Mr. Beckwith as Trustee has
sole investment and voting power).
(7) Includes 3,918 Shares owned directly by Fred A.
Williams and 979 Shares owned directly by Donaldson,
Lufkin & Jenrette Securities Corporation, FBO Fred A.
Williams.
(8) Includes 6,151 Shares owned directly by Craig Macnab,
2,449 Shares owned directly by J.C. Bradford & Co.,
Retirement Accumulation Plan, A/C Craig Macnab and
2,449 Shares owned by MacNeil Advisors, as to which Mr.
Macnab disclaims beneficial ownership.
(9) Mr. Perkins resigned in 1996 as a director and Senior
Vice-President of Unifi.
(10) Beach Partners, L.P., a North Carolina limited
partnership consists of Lamar Beach and the 1997 Beach
Family Trust, Hugh F. Beckwith, Jr., Trustee, as the
limited partners and Beach Management, LLC, a North
Carolina limited liability company as the sole general
partner. Lamar Beach, Jeffrey L. Beach, Melanie B.
Abbott and Gladys C. Beach are the members of Beach
Management, LLC.