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        June 30, 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, NC                                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    July 31, 1997 

                           Common Stock                9,226,084  



                                                        Total pages 12<PAGE>
                                                        Exhibit Index Page 11

                            PART 1. FINANCIAL INFORMATION
     FIELDCREST CANNON, INC.
     <TABLE>
     Consolidated statement of financial position
     <CAPTION>
                                                    June 30,      December 31,
     Dollars in thousands                            1997           1996     
     Assets
     <S>                                             <C>           <C>
     Cash                                            $  4,637      $  4,647
     Accounts receivable                              158,322       154,511
     Inventories (note 3)                             215,850       216,165
     Other prepaid expenses and current assets          2,692         2,489
     Total current assets                             381,501       377,812
     Plant and equipment, net                         331,203       323,838
     Deferred charges and other assets                 67,362        66,843
      
     Total assets                                    $780,066      $768,493
                                                                           

     Liabilities and shareowners' equity                                   
                                                                           
     Accounts and drafts payable                     $ 55,047      $ 63,910
     Deferred income taxes                             20,259        18,212
     Accrued liabilities                               62,178        61,172
     Current portion of long-term debt                  6,970         5,508 
     Total current liabilities                        144,454       148,802
     Senior long-term debt                            119,157       107,746
     Subordinated long-term debt                      197,500       203,750
     Total long-term debt                             316,657       311,496
     Deferred income taxes                             41,521        38,291
     Other non-current liabilities                     53,511        54,149
                                                                             
     Total liabilities                                566,143       552,738
                                                                             
     Shareowners' equity:
     Preferred Stock, $.01 par value,
     10,000,000 authorized, 1,500,000 issued
     and outstanding June 30, 1997 and
     December 31, 1996 (aggregate liquidation
     preference of $75,000)                              15            15  

     Common Stock, $1 par value,
     25,000,000 authorized, 12,832,484 issued
     June 30, 1997 and 12,738,894 issued
     December 31, 1996                                 12,832        12,739

     Additional paid in capital                       226,077       224,611
     Retained earnings                                102,224        95,615
     Excess purchase price for Common Stock
       acquired and held in treasury - 
       3,606,400 shares                              (117,225)     (117,225) 

     Total shareowners' equity                        223,923       215,755     

     Total liabilities and shareowners' equity       $780,066      $768,493
     /TABLE
<PAGE>
                                See accompanying notes
                                         (2)

   FIELDCREST CANNON, INC.
   <TABLE>
   Consolidated statement of income and retained earnings
   <CAPTION>
                                        For the three months   For the six months
                                           ended June 30         ended June 30
   Dollars in thousands,
   except per share data                  1997       1996        1997      1996
   <S>                                  <C>        <C>         <C>       <C>
   Net sales                            $270,760   $277,803    $533,669  $527,774  


   Cost of sales                         225,400    241,802     452,555   456,914 
   Selling, general and administrative    29,657     25,036      56,168    50,153 
   Restructuring charges                       -          -           -     3,630 

   Total operating costs and expenses    255,057    266,838     508,723   510,697 

   Operating income                       15,703     10,965      24,946    17,077 

   Other deductions (income):
     Interest expense                      6,296      7,281      12,558    14,336 
     Other, net                           (1,450)       282      (1,674)      422 

   Total other deductions                  4,846      7,563      10,884    14,758 

   Income before income taxes             10,857      3,402      14,062     2,319 
   Federal and state income
     taxes                                 4,016      1,276       5,203       870

   Net income                              6,841      2,126       8,859     1,449 
   Preferred dividends                    (1,125)    (1,125)     (2,250)   (2,250)


   Earnings (loss) on common               5,716      1,001       6,609      (801)

   Amount added to (subtracted from)
     retained earnings                     5,716      1,001       6,609      (801)
   Retained earnings,
    beginning of period                   96,508     97,253      95,615    99,055 

   Retained earnings, end of period     $102,224   $ 98,254    $102,224  $ 98,254

   Net income (loss) per common share    $   .62   $    .11    $    .72  $   (.09)
   Fully diluted income (loss)
    per common share                     $   .55   $    .11    $    .72  $   (.09)

      Average primary shares outstanding            9,192,108    9,001,981    9,168,698    8,982,100
   Average fully diluted shares outstanding     14,441,325    9,001,981    9,169,449    8,983,219  
   /TABLE
<PAGE>


                                See accompanying notes

                                         (3)

     FIELDCREST CANNON, INC.
     <TABLE>
     Consolidated statement of cash flows
     <CAPTION>
                                                             Six Months
                                                            ended June 30     
     Dollars in thousands                               1997            1996  
     Increase (decrease) in cash
     Cash flows from operating activities:
     <S>                                             <C>            <C>
     Net income                                      $  8,859       $  1,449
     Adjustments to reconcile net income to
       net cash provided by operating activities: 
     Depreciation and amortization                     17,499         17,853
     Deferred income taxes                              3,230          2,255 
     Other                                             (1,780)         6,989
     Change in current assets and liabilities,
       excluding effects of acquisition of Sure Fit:
       Accounts receivable                             (3,811)       (13,795)
       Inventories                                        315        (26,220)
       Other prepaid expenses and current assets         (203)         1,415 
       Accounts payable and accrued liabilities        (7,857)        18,307
       Deferred income taxes                            2,047            954

       Net cash provided by 
          operating activities                         18,299          9,207

     Cash flows from investing activities:
     Additions to plant and equipment                 (26,635)       (15,362)
     Proceeds from disposal of plant and equipment      3,069          2,637

       Net cash (used in) investing activities        (23,566)       (12,725)

     Cash flows from financing activities:
     Increase in revolving debt                        11,766          7,478
     Payments on long-term debt                        (4,259)          (415)
     Proceeds from sale of common stock                     -             41 
     Dividends paid on preferred stock                 (2,250)        (2,250)

       Net cash provided by financing activities        5,257          4,854

     Increase (decrease) in cash                          (10)         1,336    

     Cash at beginning of year                          4,647          9,124    

     Cash at end of period                            $ 4,637       $ 10,460    
     </TABLE> <PAGE>


      See accompanying notes

                                         (4)


                               FIELDCREST CANNON, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                     June 30, 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  June  30,  1997  and   the  related  results  of
             operations for  the three and  six months ended  June 30, 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
             <TABLE>
             Inventories are classified as follows:
             <CAPTION>
                                                     
                                             June 30,       December 31, 
             (In thousands)                    1997             1996    
             <S>                             <C>              <C>
             Finished goods                  $107,731         $104,092
             Work in process                   63,364           68,668 
             Raw materials and supplies        44,755           43,405    

                                             $215,850         $216,165     
                
             At June  30, 1997  approximately 66% of  the inventories  were
             valued on the last-in, first-out method (LIFO).
             /TABLE
<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) increased $6.6 million during the first six months of 1997.
          Capital  expenditures totaled  $26.6  million for  the first  six
          months of 1997 compared to $15.4 million for the first six months
          of  1996.   Capital  expenditures for  1997  are expected  to  be
          approximately $70 million.  At June 30, 1997, approximately $80.0
          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 June 30, 1997 vs. Quarter Ended June 30, 1996

          Net  sales for  the second  quarter of  1997 were  $270.8 million
          compared  to  $277.8 million  in the  second  quarter of  1996, a
          decrease  of 2%.  Excluding the  effects of the sales during 1996
          of the Company's Blanket Division, sales in the second quarter of
          1997 increased 2%.  The increase in revenues was due primarily to
          volume increases.

          Gross profit margins increased  from 13.0% in the second  quarter
          of  1996 to 16.8%  in the second  quarter of 1997.   The increase
          reflects  lower  raw material  costs,  the  benefits of  recently
          completed  capital  projects,  and  continued  emphasis  on  cost
          reduction programs.   Operating income for the second  quarter of
          1996  was  reduced  $1.6  million  by  equipment  relocation  and
          employee training costs related  to the consolidation and closing
          of two towel facilities.  

          Selling,  general  and  administrative  expenses increased  as  a
          percentage of sales  from 9.0% to 11.0% in the  second 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 and
          higher advertising expenses.

          Other income for  the second  quarter of 1997  included a  pretax
          gain  of $1.5 million, or $.10 per  share, related to the sale of
          real estate no longer used by the Company.<PAGE>






                                         (6)



          Interest  expense decreased $1.0 million in the second quarter of
          1997 as compared to the second quarter of 1996 due primarily to a
          decrease in average debt outstanding.   Total debt declined $49.5
          million from June 30, 1996 to June 30, 1997, a result of the sale
          of the Blanket Division and lower inventory levels.   Inventories
          at June  30, 1997 were  $12.7 million lower  than June  30, 1996,
          after excluding blanket inventories.

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

          Net  income was $6.8 million,  or $.62 per  share after preferred
          dividends,  in the second quarter of 1997, compared to net income
          of  $2.1 million, or $.11 per share after preferred dividends, in
          the second quarter of 1996.



          Six Months Ended June 30, 1997 vs. Six Months Ended June 30, 1996

          Net sales  for the first six  months of 1997 were  $533.7 million
          compared  to  $527.8 million  in the  first  six months  of 1996.
          Excluding the effects of  the sales during 1996 of  the Company's
          Blanket  Division, sales in 1997  increased 6%.   The increase in
          revenues was due primarily to volume increases.  

          Gross profit margins increased from 13.4% in the first six months
          of 1996 to 15.2% in  the first six months of 1997.   The increase
          reflects  lower  raw material  costs,  the  benefits of  recently
          completed  capital  projects,  and  continued  emphasis  on  cost
          reduction  programs.  Operating  income for the  six months ended
          June 30, 1996  was reduced $1.6  million by equipment  relocation
          and  employee training  costs  related to  the consolidation  and
          closing of two towel facilities.

          Selling,  general and  administrative  expenses  increased  as  a
          percentage of sales from 9.5% to 10.5% in the first six months of
          1997 compared to the first six months of 1996.   The increase was
          due   primarily  to   higher   information  technology   expenses
          associated  with  implementation  of  new  enterprise information
          systems and higher advertising expenses.  

          Pre-tax restructuring  charges of $3.6  million in the  first six
          months of 1996 relate to closing a towel weaving plant and a yarn
          manufacturing  plant   as  a   part  of  the   Company's  ongoing
          consolidation effort to utilize assets more effectively.  

          Interest expense decreased  $1.8 million the first  six months of
          1997 as compared to the first six months of 1996 due primarily to
          a  decrease  in average  debt  outstanding.   The  decreased debt
          resulted from the sale of the Blanket Division in 1996 and  lower
          inventory levels.<PAGE>


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



                                         (7)



          Net income for the first six months of 1997 was  $8.9 million, or
          $.72 per share after preferred  dividends, compared to net income
          after the effect of the restructuring charges of $1.4 million, or
          a loss of $.09 per share after preferred dividends, for the first
          six months 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 4. Submission of Matters to a Vote of Security Holders

             (a). The  Company held its  Annual Meeting  of Stockholders on
                  April 22, 1997.

             (b). Not applicable.

             (c). Holders of  Common Stock (one  vote per  share) voted  at
                  this meeting  on the  following matters,  which were  set
                  forth in full in  the Registrant's Proxy  statement dated
                  March 28, 1997. 

                  I. Election of Directors:
                  <TABLE>
                  <CAPTION>
                                                       Votes       


                  Nominee:                      For           Withheld 
                  <S>                        <C>              <C>
                  James M. Fitzgibbons       7,742,269          9,436
                  William E. Ford            7,735,603         16,102
                  John C. Harned             7,739,138         12,567
                  Noah T. Herndon            7,750,000          1,705
                  S. Roger Horchow           7,739,015         12,690
                  W. Duke Kimbrell           7,742,905          8,800
                  C. J. Kjorlien             7,735,348         16,357<PAGE>


                  Alexandra Stoddard         7,734,542         17,163
                  </TABLE>





                                         (8)

                  II. Selection of Independent Auditors:
                  <TABLE>
                  <CAPTION>
                                                       Votes  
                  <S>                               <C>
                  For                               7,810,134
                  Against                              62,039
                  Abstain                              14,502
                  </TABLE>

             (d). Not applicable



          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

                    The  Registrant  did   not  file  any  reports  to   the
                    Commission on  Form 8-K  for the quarter ended  June 30,
                    1997.        <PAGE>









                                         (9)












                                 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: /s/ T. R. Staab               
                                             T. R. Staab      
                                             Vice President and
                                             Chief Financial Officer<PAGE>


          Date:  August 14, 1997





                                         (10)





                                  EXHIBIT INDEX TO 

                         QUARTERLY REPORT ON FORM 10-Q FOR 

                               FIELDCREST CANNON, INC.

                        FOR THE QUARTER ENDED JUNE 30, 1997 





   <TABLE>
   <CAPTION>
          Exhibit                                            Page
          Number              Description                    Number
          <S>          <C>                                   <C>

          (11)         Computation of Primary and Fully        12
                       Diluted Net Income Per Share              
   /TABLE
<PAGE>









                                        (11)

                        Exhibit 11
     <TABLE>
                     Computation of Primary and Fully Diluted Net Income Per Share
     <CAPTION>
                                               For the three months        For the six months
                                                  ended June 30               ended June 30   
                                               1997            1996        1997          1996
     <S>                                     <C>           <C>             <C>         <C>
     Average shares outstanding              9,186,209     8,992,496      9,164,151    8,973,663

     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                  5,899         9,485          4,547        8,437

     Average shares and equivalents
       outstanding, primary                  9,192,108     9,001,981      9,168,698    8,982,100

     Average shares outstanding              9,186,209     8,992,496      9,164,151    8,973,663

     Add shares giving effect to the
       conversion of the convertible
       subordinated debentures               2,683,615        (1)            (1)           (1)  

     Add shares giving effect to the
       conversion of the convertible 
       preferred stock                       2,564,100        (1)            (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                  7,401         9,485          5,298        9,556

     Average shares and equivalents
       outstanding, assuming full
       dilution                             14,441,325     9,001,981      9,169,449    8,983,219

     Primary Earnings

       Net income                          $ 6,841,000   $ 2,126,000    $ 8,859,000  $ 1,449,000

       Preferred dividends                  (1,125,000)   (1,125,000)    (2,250,000)  (2,250,000)

       Earnings (loss) on Common           $ 5,716,000   $ 1,001,000    $ 6,609,000  $  (801,000)

     Primary earnings (loss)
       per common share                    $       .62   $       .11    $       .72  $      (.09)

     Fully Diluted Earnings  <PAGE>
       Earnings (loss) on Common           $ 5,716,000   $ 1,001,000    $ 6,609,000  $  (801,000)

       Add convertible subordinated
       debenture interest, net of taxes      1,087,000        (1)            (1)           (1)  

       Add convertible preferred dividends   1,125,000        (1)            (1)           (1)  

       Net income (loss)                   $ 7,928,000   $ 1,001,000    $ 6,609,000  $  (801,000)

     Fully diluted earnings (loss)
       per Common share                    $       .55   $       .11     $      .72  $      (.09)

         (1)   The assumed conversion of the Registrant's Convertible Subordinated Debentures
               and Convertible Preferred  Stock for the three months ended  June 30, 1996 and
               six months ended June 30, 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.
         </TABLE>

                                                 (12)<PAGE>