Exhibit 10(b)

                         FOURTH AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT



               THIS FOURTH  AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT
("Fourth Amendment") is made as of the 7th day of December, 2004, by and between
CULP,  INC., a North  Carolina  corporation  (together  with its  successors and
permitted  assigns,  the  "Borrower")  and WACHOVIA BANK,  NATIONAL  ASSOCIATION
(formerly, Wachovia Bank, N.A.), a national banking association, as Agent and as
a Bank (together with its endorsees, successors and assigns, the "Bank").

                                   BACKGROUND

               The  Borrower  and the Bank  entered into an Amended and Restated
Credit Agreement, dated as of August 23, 2002, as amended by Second Amendment to
Amended and Restated Credit Agreement (the "Second Amendment"), dated as of June
3, 2003, and by Third  Amendment to Amended and Restated  Credit  Agreement (the
"Third  Amendment"),  dated as of August 23, 2004 (it being  acknowledged by the
parties hereto that the proposed First  Amendment to Amended and Restated Credit
Agreement,  which had been under discussion in March 2003, was never executed by
the parties and is of no force or effect;  otherwise, such agreement, as amended
by the Second  Amendment and Third  Amendment and as it may be further  amended,
restated,  supplemented  and/or  modified,  shall be  referred  to herein as the
"Credit  Agreement").  Terms used herein and not herein  defined  shall have the
meanings given to them in the Credit Agreement.

               The Borrower has now requested  certain  other  amendments to the
provisions  of the Credit  Agreement,  which the Bank is willing to  accommodate
subject  to the  terms,  provisions  and  conditions  set  forth in this  Fourth
Amendment.

               NOW,  THEREFORE,  in consideration of the premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the Borrower and the Bank hereby agree as follows:

               1. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:

               (a) The  aggregate  amount of the  Commitment of the Bank and the
aggregate amount of the Total  Commitments,  each as set forth on page 61 of the
Credit Agreement, are hereby reduced from $15,000,000.00 to $10,000,000.00.

               (b) Section 5.21 of the Credit Agreement is hereby deleted in its
entirety without any replacement therefor.
<PAGE>

               (c) Section 5.24 of the Credit  Agreement  is hereby  amended and
restated in its entirety to read as follows:

               SECTION 5.24. Capital Expenditures. Capital Expenditures will not
        exceed (i) for the Fiscal Year 2003, $14,000,000;  (ii) for Fiscal Years
        2002 and 2004,  50% of the  Depreciation  incurred for Fiscal Year 2004,
        and (iii) for the Fiscal Year 2005, $16,000,000.

               (d) A new Section 5.26 is hereby  added to the Credit  Agreement,
which section shall read as follows:

               SECTION 5.26. Liquidity  Requirement.  The Borrower will maintain
        with the Bank at all times collected  deposit  balances of not less than
        $4,000,000.00 (none of which has been borrowed hereunder).

               2.   Further   Assurances.   The   Borrower   will  execute  such
confirmatory instruments,  if any, with respect to the Credit Agreement and this
Fourth Amendment as the Bank may reasonably request.

               3.  Ratification by Borrower.  The Borrower ratifies and confirms
all of its representations,  warranties,  covenants, liabilities and obligations
under  the  Credit  Agreement  (except  as  expressly  modified  by this  Fourth
Amendment)  and agrees  that:  (i) except as  expressly  modified by this Fourth
Amendment,  the Credit  Agreement  continues  in full force and effect as if set
forth  specifically  herein;  and (ii)  the  Borrower  has no  right of  setoff,
counterclaim  or  defense  to  payment  of  its  obligations  under  the  Credit
Agreement.  The Borrower and the Bank agree that this Fourth Amendment shall not
be construed as an agreement to extinguish the Borrower's  obligations under the
Credit  Agreement  or the Notes and shall not  constitute  a novation  as to the
obligations  of the Borrower under the Credit  Agreement or the Notes.  The Bank
hereby  expressly  reserves  all rights and  remedies  it may have  against  all
parties who may be or may hereafter become  secondarily liable for the repayment
of the obligations under the Credit Agreement or the Notes.

               4.  Amendments.  This Fourth Amendment may not itself be amended,
changed,  modified,  altered,  or terminated  without in each instance the prior
written  consent  of the Bank.  This  Fourth  Amendment  shall be  construed  in
accordance with and governed by the laws of the State of North Carolina.

               5.  Counterparts.  This Fourth  Amendment  may be executed in any
number of counterparts,  each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same agreement.

               6. Credit Agreement Modification Fee. The Borrower shall pay to
the Bank on the date this Fourth Amendment is executed, an amendment fee equal
to $7,500.00, which fee, once paid, shall be fully earned and non-refundable.

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<PAGE>

               7. Bank's Expenses. In accordance with Section 9.03 of the Credit
Agreement, Borrower hereby acknowledges and agrees to pay all reasonable
out-of-pocket expenses incurred by the Bank in connection with the preparation
of this Fourth Amendment, including without limitation reasonable attorneys'
fees.



                            [Signature Page Follows]


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<PAGE>



               IN WITNESS WHEREOF,  this Fourth Amendment has been duly executed
under seal by Borrower and Bank as of the day and year first above written.


                                   BORROWER:


                                   CULP, INC.


                                   By: /s/ Kenneth R. Bowling
                                   ----------------------------------------
                                   Name: Kenneth R. Bowling
                                   Title: Vice President-Finance, Treasurer

ATTEST:

/s/ Kathy J. Hardy
------------------
Secretary

[Corporate Seal]





                                   BANK:

                                   WACHOVIA BANK, NATIONAL ASSOCIATION,
                                   as Agent and as Bank


                                   By: /s/ Peter T. Callahan
                                   ----------------------------------------
                                   Name: Peter T. Callahan
                                   Title: Senior Vice President

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