UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                 Washington, D. C. 20549

                                        FORM 10-Q

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

          For the quarterly period ended       March 31, 1997         

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

          For the transition period from           to                  


                               Commission File No. 1-5137


                                  FIELDCREST CANNON, INC.                 

                 (Exact name of registrant as specified in its charter)

                     DELAWARE                               56-0586036   
          (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)              Identification No.)


             One Lake Circle Drive    
                Kannapolis, N.C.                               28081     
             (Address of principal                        (Zip Code)
              executive offices)

          Registrant's telephone number, including area code  (704) 939-2000  



          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 and
          (2) has been  subject to such  filing requirements  for the past  90
          days.  Yes  x  .  No    .


                     Number of shares outstanding    April 30, 1997 

                           Common Stock                9,185,761



                                                        Total pages 10<PAGE>
                                                        Exhibit Index Page 9 

                            PART 1. FINANCIAL INFORMATION
     <TABLE>
     <CAPTION>
     FIELDCREST CANNON, INC.
     Consolidated statement of financial position 
                                                     March 31,   December 31,
     Dollars in thousands                              1997         1996     
                                                                           
     Assets                                                                  
     <S>                                             <C>         <C>
     Cash                                            $ 11,131     $   4,647
     Accounts receivable                              158,077       154,511
     Inventories (note 3)                             216,068       216,165
     Other prepaid expenses and current assets          2,829         2,489   

     Total current assets                             388,105       377,812
     Plant and equipment, net                         320,700       323,838
     Deferred charges and other assets                 67,788        66,843
                                                                           
     Total assets                                    $776,593      $768,493
                                                                           
     Liabilities and shareowners' equity                                   
      
     Accounts and drafts payable                     $ 61,742      $ 63,910
     Deferred income taxes                             17,903        18,212
     Accrued liabilities                               71,387        61,172
     Current portion of long-term debt                  6,970         5,508
     Total current liabilities                        158,002       148,802
     Senior long-term debt                            111,685       107,746
     Subordinated long-term debt                      197,500       203,750
     Total long-term debt                             309,185       311,496
     Deferred income taxes                             38,436        38,291
     Other non-current liabilities                     53,624        54,149
                                                                           
     Total liabilities                                559,247       552,738
                                                                           
     Shareowners' equity:
     Preferred Stock, $.01 par value,
     10,000,000 authorized, 1,500,000 issued
     and outstanding March 31, 1997 and
     December 31, 1996 (aggregate liquidation
     preference of $75,000)                                15            15

     Common Stock, $1 par value,
     25,000,000 authorized, 12,792,161 issued
     March 31, 1997 and 12,738,894
     December 31, 1996                                 12,792        12,739

     Additional paid in capital                       225,256       224,611
     Retained earnings                                 96,508        95,915
     Excess purchase price for Common Stock
       acquired and held in treasury - 
       3,606,400 shares                              (117,225)     (117,225)
                                                                           
     Total shareowners' equity                        217,346       215,755
                                                                           
     Total liabilities and shareowners' equity       $776,593      $768,493
     </TABLE>                                                              <PAGE>
                                See accompanying notes
                                         (2)

   FIELDCREST CANNON, INC.
   Consolidated statement of operations and retained earnings
   <TABLE>
   <CAPTION>
                                                              Three Months
                                                            ended March 31   
   Dollars in thousands, except per share data             1997         1996
   <S>                                                   <C>          <C>
   Net sales                                             $262,909     $249,971

   Cost of sales                                          227,155      215,112
   Selling, general and administrative                     26,511       25,117
   Restructuring charges                                        -        3,630

   Total operating costs and expenses                     253,666      243,859

   Operating income                                         9,243        6,112

   Other deductions (income):
     Interest expense                                       6,262        7,055
     Other, net                                              (224)         140

   Total other deductions                                   6,038        7,195

   Income (loss) before income taxes                        3,205       (1,083)
   Federal and state income taxes (benefit)                 1,187         (406)

   Net income (loss)                                        2,018         (677)
   Preferred dividends                                     (1,125)      (1,125)

   Earnings (loss) on Common                                  893       (1,802)

   Amount added to (subtracted from) retained earnings        893       (1,802)
   Retained earnings, beginning of period                  95,615       99,055

   Retained earnings, end of period                      $ 96,508     $ 97,253

   Net income (loss) per Common share                    $    .10     $   (.20)
   Fully diluted income (loss) per Common share          $    .10     $   (.20)

   Average primary shares outstanding                   9,145,289    8,962,219
   Average fully diluted shares outstanding             9,145,289    8,964,457
   </TABLE>












                                See accompanying notes

                                         (3)<PAGE>




     FIELDCREST CANNON, INC.
     Consolidated statement of cash flows
     <TABLE>
     <CAPTION>
                                                           Three Months
                                                          ended March 31     
     Dollars in thousands                               1997            1996  
     <S>                                             <C>            <C>
     Increase (decrease) in cash
     Cash flows from operating activities:
     Net income (loss)                               $   2,018      $   (677)
     Adjustments to reconcile net income to
       net cash provided by operating activities: 
     Depreciation and amortization                       8,699         8,959
     Deferred income taxes                                 145           378
     Other                                              (2,025)        6,956
     Change in current assets and liabilities:
       Accounts receivable                              (3,566)        3,704
       Inventories                                          97       (42,028)
       Other prepaid expenses and current assets          (340)        1,162
       Accounts payable and accrued liabilities          8,047         4,616
       Deferred income taxes                              (309)       (2,015) 

       Net cash provided by (used in)
          operating activities                          12,766       (18,945)

     Cash flows from investing activities:
     Additions to plant and equipment                   (5,370)       (7,059)
     Proceeds from disposal of plant and equipment         178         1,700

       Net cash (used in) investing activities          (5,192)       (5,359)
     Cash flows from financing activities:
     Increase in revolving debt                          4,294        21,040
     Payments on long-term debt                         (4,259)         (415)
     Dividends paid on preferred stock                  (1,125)       (1,125)

       Net cash provided by (used in) 
         financing activities                           (1,090)       19,500

     Increase (decrease) in cash                         6,484        (4,804)

     Cash at beginning of year                           4,647         9,124

     Cash at end of period                             $11,131      $  4,320

     </TABLE>









              See accompanying notes

                    (4)<PAGE>



                               FIELDCREST CANNON, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    March 31, 1997  



          1. Basis of Presentation
             The consolidated financial  statements are unaudited.   In the
             opinion  of management  all  adjustments, consisting  only  of
             normal recurring items, have been made which are necessary  to
             show a  fair presentation  of the  financial  position of  the
             Company  at  March  31,  1997   and  the  related  results  of
             operations  for  the three  months  ended March  31,  1997 and
             1996.  The unaudited consolidated financial  statements should
             be read  in conjunction with  the Company's Form  10-K for the
             year ended December 31, 1996.

          2. Income Per Common Share
             Reference  is made  to Exhibit  11  to this  Form  10-Q for  a
             computation  of  primary  and  fully-diluted  net  income  per
             Common share.

             In  February 1997,  the  Financial Accounting  Standards Board
             issued  Statement  No.  128,  Earnings  per  Share,  which  is
             required to be adopted  on December 31, 1997.   At that  time,
             the Company  will be required  to change the  method currently
             used to  compute earnings per  share and to  restate all prior
             periods.  Under  the new requirements for  calculating primary
             earnings per  share, the dilutive effect of stock options will
             be excluded.  The  impact of Statement 128 on  the calculation
             of earnings  per share for  these quarters is  not expected to
             be material.


          3. Inventories
             Inventories are classified as follows:
             <TABLE>
             <CAPTION>
                                             March 31,      December 31, 
             (In thousands)                    1997            1996     
             <S>                             <C>              <C>
             Finished goods                  $103,705         $104,092
             Work in process                   65,825           68,668 
             Raw materials and supplies        46,538           43,405    

                                             $216,068         $216,165
             </TABLE>
             At March  31, 1997 approximately  68% of the  inventories were
             valued on the last-in, first-out method (LIFO).<PAGE>


                                         (5)



                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS



          Changes in Financial Condition

          The Company's  debt (including  the current portion  of long-term
          debt)  decreased $.8 million during the first quarter of 1997 and
          cash increased  $6.5 million.  Capital  expenditures totaled $5.4
          million  for the quarter compared  to $7.1 million  for the first
          quarter of 1996.   Capital expenditures for 1997 are  expected to
          be  approximately $70 million.  At  March 31, 1997, approximately
          $87.4  million of  the  Company's $200  million revolving  credit
          facility was  available  and  unused.   It  is  anticipated  that
          financing of future capital expenditures will be provided by cash
          flows from operations,  borrowings under the  Company's revolving
          credit  facility, and,  possibly, the sale  of long-term  debt or
          equity securities.  


          Changes in Results of Operations


          Quarter Ended March 31, 1997 vs. Quarter Ended March 31, 1996

          Net  sales  for the  first quarter  of  1997 were  $262.9 million
          compared  to  $250.0 million  in the  first  quarter of  1996, an
          increase of 5.2%.  Excluding the effects of the sales during 1996
          of  the Company's Blanket Division, sales in the first quarter of
          1997 increased 10%.   The increase in revenues was  due primarily
          to volume increases. 

          Gross profit margins decreased  from 13.9% to 13.6% in  the first
          quarter 1997.    The decrease  was due  to increased  promotional
          product sales during the 1997 first quarter. 

          Selling, general  and  administrative  expenses  increased  as  a
          percentage of sales from  10.0% to 10.1% in the  first quarter of
          1997 compared to the same quarter  of 1996.  The increase was due
          primarily  to higher  information technology  expenses associated
          with implementation of new enterprise information systems.

          The  first  quarter  of  1996  includes  a $3.6  million  pre-tax
          restructuring charge for closing a towel weaving plant and a yarn
          manufacturing plant.

          Interest expense decreased  $.8 million in  the first quarter  of
          1997 as compared to the first  quarter of 1996 due primarily to a
          decrease  in average debt outstanding.  Total debt declined $70.5
          million from  March 31,  1996 to March  31, 1997.   The decreased
          debt resulted from  the sale of the Blanket Division  in 1996 and
          lower inventory levels.  Inventories were $31.1  million lower at
          March 31, 1997,  than at march 31, 1996,  after excluding blanket
          inventories.<PAGE>



                                        (6)  


          The effective  income tax rate was 37.0% for the first quarter of
          1997 compared to 37.5% for the first quarter of 1996.

          Net  income  totaled  $2.0  million,  or  $.10  per  share  after
          preferred dividends, in the  first quarter of 1997 compared  to a
          net  loss, including the effect  of the restructuring charges, of
          $.7  million, or $.20 per share after preferred dividends, in the
          first quarter of 1996.

          In February 1997, the Financial Accounting Standards Board issued
          Statement  No. 128, Earnings per  Share, which is  required to be
          adopted on December 31, 1997.  At that time, the  Company will be
          required to change the method currently used to  compute earnings
          per  share and  to  restate all  prior periods.    Under the  new
          requirements  for calculating  primary  earnings per  share,  the
          dilutive effect of stock options will be excluded.  The impact of
          Statement  128 on the calculation of earnings per share for these
          quarters is not expected to be material.









                              PART II. OTHER INFORMATION
                               FIELDCREST CANNON, INC.




          Item 6.   Exhibits and Reports on Form 8-K

             (a).   Exhibits


                    11.    Computation of  Primary  and Fully  Diluted  Net
                           Income Per Share.



             (b).   Reports on Form 8-K

                    On February 14, 1997,  the Registrant filed  a Form  8-K
                    to report, under Item  5 (Other Events),  that effective
                    on February 6, 1997,  the Registrant amended  its Rights
                    Agreement dated  as of  November 24,  1993, between  the
                    Registrant and The First National Bank of Boston. <PAGE>


                                         (7)



                                 S I G N A T U R E S

          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.









                                               FIELDCREST CANNON, INC.    
                                                (Registrant)






                                         BY:  (signed) T. R. Staab        
                                             T. R. Staab      
                                             Vice President and
                                             Chief Financial Officer

















          Date:  May 1, 1997












                                         (8)<PAGE>





                                  EXHIBIT INDEX TO 

                         QUARTERLY REPORT ON FORM 10-Q FOR 

                               FIELDCREST CANNON, INC.

                        FOR THE QUARTER ENDED MARCH 31, 1997



   <TABLE>
   <CAPTION>


       Exhibit                                         Page
       Number       Description                        Number

       <S>          <C>                                <C>

       (11)         Computation of Primary and Fully
                    Diluted Net Income Per Share        10

   /TABLE
<PAGE>
                                         (9)


                 <TABLE>                                                                        Exhibit 11
         <CAPTION>

                       Computation of Primary and Fully Diluted Net Income Per Share

                                                                     For the three months
                                                                        ended March 31        
                                                                    1997               1996
         <S>                                                        <C>             <C>
         Average shares outstanding                               9,142,094         8,954,830

         Add shares assuming exercise of
           options reduced by the number
           of shares which could have been
           purchased with the proceeds from 
           exercise of such options                                   3,195             7,389

         Average shares and equivalents
           outstanding, primary                                   9,145,289         8,962,219

         Average shares outstanding                               9,142,094         8,954,830 

         Add shares giving effect to the
           conversion of the convertible
           subordinated debentures                                    (1)               (1)  

         Add shares giving effect to the
           conversion of the convertible 
           preferred stock                                            (1)               (1)  

         Add shares assuming exercise of
           options reduced by the number 
           of shares which could have been 
           purchased with the proceeds from 
           exercise of such options                                   3,195             9,627

         Average shares and equivalents
           outstanding, assuming full
           dilution                                               9,145,289         8,964,457

         Primary Earnings

           Net income (loss)                                    $ 2,018,000       $  (677,000)

           Preferred dividends                                   (1,125,000)       (1,125,000)

           Earnings (loss) on Common                            $   893,000       $(1,802,000)

         Primary earnings (loss) per share                      $       .10       $      (.20)

         Fully Diluted Earnings  

           Earnings (loss) on Common                            $   893,000       $(1,802,000)

           Add convertible subordinated
           debenture interest, net of taxes                          (1)                (1)  

           Add convertible preferred dividends                       (1)                (1)  

           Net income (loss)                                    $   893,000       $(1,802,000)<PAGE>
         Fully diluted earnings (loss) per share                $       .10       $      (.20)

         </TABLE>

         (1)   The assumed conversion of the Registrant's Convertible
               Subordinated Debentures and  Convertible Preferred Stock
               for the three month  periods ended March 31,
               1997  and 1996  would have  an  anti-dilutive effect
               for  the computation  of earnings  per  share;
               therefore, conversion has  not  been assumed for these
               periods.




                                                 (10)<PAGE>