UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-K
       [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1996
                                                             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 (704) 939-2000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                 Name of each exchange
          Title of each class                     on which registered
         Common Stock, $1 Par Value          New York Stock Exchange


         $3.00 Series A Convertible
         Preferred Stock, $.01 Par Value     The Nasdaq SmallCap Market

         6% Convertible Subordinated
         Debentures Due 2012                 New York Stock Exchange

         Share Purchase Rights               New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

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 .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (x)

The aggregate market value of voting stock held by non-affiliates of the
registrant was $141,308,422 as of March 1, 1997.

                  NUMBER OF SHARES OUTSTANDING AT MARCH 1, 1997

                              Common Stock             9,145,032

                       DOCUMENTS INCORPORATED BY REFERENCE

Part II incorporates information by reference from the annual report to
shareowners for the year ended December 31, 1996. Part III incorporates
information by reference from the proxy statement for the annual meeting of
shareowners to be held on April 22, 1997.


                                                           Total pages  151

                                                          Page 1

                                                       Exhibit Index page 12



<PAGE>





                                     PART I

Item 1.  Business

     General
        The registrant was incorporated under the laws of Delaware in 1953. The
        registrant operates a single segment business in the textile industry
        and is principally involved in the manufacture and sale of home
        furnishing products.

        The registrant and its consolidated subsidiaries design, manufacture and
        market a broad range of household textile products consisting of towels,
        sheets, comforters, bath rugs and furniture coverings. The registrant is
        vertically integrated in that it buys the basic raw materials consisting
        principally of cotton and synthetic fibers and manufactures a finished
        consumer product. These products are marketed primarily by the Company's
        own sales and marketing staff and distributed nationally to customers
        for ultimate retail sale. Customers consist principally of department
        stores, chain stores, mass merchants, specialty home furnishing stores,
        catalog warehouse clubs and other retail outlets, and institutional,
        government and contract accounts.

        In 1996 nearly all of the registrant's total sales were comprised of
        home furnishings products. Approximately 93% of the Company's 1996 net
        sales were from sales of products carrying the registrant's principal
        brand names of "Fieldcrest," "Royal Velvet," "Charisma," "St. Marys,"
        "Cannon," "Monticello," "Royal Family," "Caldwell" and "Sure Fit"; the
        remaining 7% were from sales of private label products.

        During 1996 the Company closed two sheeting yarn plants and contracted
        to purchase yarn from outside vendors for a portion of its sheeting yarn
        requirements. The Company also closed a towel weaving plant and a towel
        yarn plant as part of the Company's ongoing consolidation effort to
        utilize assets more effectively. In September 1996, the Company sold
        certain Blanket Division inventories and equipment to Pillowtex
        Corporation which resulted in closing the blanket facilities in Eden,
        N.C.


     Raw Materials
        The registrant's basic raw materials are cotton and synthetic fibers.
        These materials are generally available from a wide variety of sources,
        and no significant shortage of such materials is currently anticipated.
        Domestic cotton merchants are the registrant's primary source of cotton,
        and domestic fiber producers are the registrant's primary source of
        synthetic fibers. The registrant uses significant quantities of cotton
        which is subject to ongoing price fluctuations. The registrant in the
        ordinary course of business may arrange for purchase commitments with
        vendors for future cotton requirements.

     Patents and Licenses
        The registrant holds various patents resulting from company-sponsored
        research and development, and others are obtained that are deemed
        advantageous to company operations. The Company has license agreements
        with Waverly, Adrienne Vittadini, Ellen Tracy and others.


                                                                    Page 2


<PAGE>





        The registrant is only partially dependent upon such patents and
        licenses in certain product lines, and the loss of any exclusiveness in
        these areas would not materially adversely affect overall profitability.

     Seasonality in the Company's Business
        Primarily because the Company's retail customers have higher sales in
        the second half of the calendar year, the Company also experiences
        greater sales volume in the last three quarters of the calendar year. It
        is likely that the Company's operating performance in the first quarter
        of a given calendar year will be less favorable than operating
        performance in the last three quarters.

     Working Capital Items

        The registrant carries normal inventory levels to meet delivery
        requirements of customers, and customer returns of merchandise shipped
        are not material. Payment terms on customer invoices are generally 30 to
        60 days.

     Customers
        The registrant's customers consist principally of department stores,
        chain stores, specialty stores, mass merchants, warehouse clubs, other
        retail outlets and institutional, government and contract accounts. For
        the year ended December 31, 1996, the Company's five largest customers
        accounted for approximately 43% of net sales. Sales to one customer
        (Wal-Mart Stores and its affiliates) represented 21.2% of total sales of
        the Company. Although management of the Company believes that the
        Company's relationship with Wal-Mart is excellent and the loss of this
        customer is unlikely, the loss of Wal-Mart as a customer would have a
        material adverse effect on the Company's business. No other single
        customer accounted for more than 10% of net sales in 1996.

     Order Backlog
        The registrant had normal unfilled order backlogs as of December 31,
        1996 and 1995 amounting to approximately $81 million and $76 million,
        respectively. The majority of these unfilled orders are shipped during
        the first quarter of the subsequent fiscal year.

        The increase in unfilled orders in 1996 compared to 1995 is believed to
        be primarily due to the timing of new orders. Unfilled orders have
        become less of an indicator of future sales as customers have trended
        toward placing orders as stock is required. Many orders are placed using
        electronic data interchange, and the Company has filled such orders on a
        quick response basis.

     Government Contracts
        No material portion of the business is subject to renegotiation of
        profits or termination of contracts or subcontracts at the election of
        the Government.




                                                               Page 3



<PAGE>



     Competition
        The home furnishing textile industry continues to be highly competitive.
        Among the registrant's competitors are a number of domestic and foreign
        companies with significant financial resources, experience,
        manufacturing capabilities and brand name identity.


        The registrant competes with numerous other domestic manufacturers in
        each of its principal markets. The domestic towel, sheet, comforter and
        bath rug markets are each comprised of three to five principal
        manufacturers (including the registrant) and several smaller domestic
        manufacturers.

        The principal methods of competition in the registrant's industry are
        price, design, service and product quality. The Company believes that
        large, low-cost producers with established brand names, efficient
        distribution networks and good customer service will profit in this
        competitive environment. The Company's ability to operate profitably in
        this environment will depend substantially on continued market
        acceptance of the Company's products and the Company's efforts to
        control costs and produce new and innovative products in response to
        competitive pressures and changes in consumer demand.

     Environmental Controls
        The registrant does not anticipate that compliance with federal, state
        and local provisions that have been enacted or adopted regulating the
        discharge of materials into the environment, or otherwise relating to
        the protection of the environment, will have a material effect upon the
        capital expenditures, earnings and competitive position of the
        registrant and its subsidiaries.


     Employees
        Total employment of the Company and its subsidiaries was 11,312 as of
        December 31, 1996. Approximately 34% of the Company's hourly employees
        are subject to collective bargaining agreements with the Union of Needle
        Trades, Industrial and Textile Employees ("UNITE") or the United Textile
        Workers of America and United Food and Commercial Workers International
        Union.

     Foreign Sales
        The registrant is not currently engaged in significant operations in
        foreign countries. Approximately 8% and 7% of the registrant's
        consolidated net sales were exported to foreign customers in 1996 and
        1995, respectively.

     Item 2.  Properties
        The registrant has 15 principal manufacturing plants, all located in the
        United States; 9 are in North Carolina, 1 in Georgia, 3 in Alabama, 1 in
        Pennsylvania and 1 in Virginia. In addition, there are 13 warehousing
        and distribution centers located in the manufacturing states. The
        manufacturing/ warehousing and distribution centers aggregate a floor
        area of approximately 15,041,000 square feet. All of the facilities are
        owned except: (1) 2 locations totaling approximately 618,000 square
        feet, title to which is held by the Development Authorities that issued
        the

                                                               Page 4


<PAGE>





        Industrial Development Bonds which were issued to finance the
        facilities; and (2) 4 locations, totaling approximately 604,000 square
        feet, where the machinery and equipment is owned and the buildings are
        under a long-term lease. Title to the facilities financed by Industrial
        Revenue Bonds as described above will be transferred to the registrant
        upon the retirement of such bonds. Such facilities therefore are
        accounted for as being owned by the registrant.

        The registrant owns office buildings in Kannapolis and Eden, North
        Carolina, which contain approximately 209,000 square feet.

        All other properties owned or controlled by the registrant aggregate
        approximately 511,000 square feet and are used for miscellaneous support
        services or for sales and marketing.

        Plants and equipment of the registrant are considered to be in excellent
        condition; substantial capital expenditures for new plants,
        modernization and improvements have been made in recent years. The
        plants generally operate on either a three shift basis for a five-day
        week or a four shift basis for a seven-day week during 50 weeks a year
        except during periods of curtailment. In the opinion of the registrant,
        all plants and properties are adequately covered by insurance.


     Item 3.  Legal Proceedings
        The registrant is involved in various claims and lawsuits incidental to
        its business. In the opinion of the registrant based in part on the
        advice of legal counsel, however, the outcome of these suits will not
        have a material effect on the registrant's financial position or results
        of operations.

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

        Not applicable.



                                                                        Page 5



<PAGE>


             Identification of Executive Officers of the Registrant
<TABLE>
<CAPTION>





                                                                                                 Date from
                                                                                               Which Officers
                                Age at                                                          Have Served in
Name                           3/31/97               Positions Held                           Present Capacities

<S>                            <C>            <C>                                         <C>

James M. Fitzgibbons            62               Chairman of the Board                  Chairman of the Board and
                                                 and Chief Executive                    Chief Executive Officer: 1990
                                                 Officer and Director                   Director: 1985

John M. Nevin                   62               Executive Vice President               Executive Vice President: 1995

Robert E. Dellinger             52               Vice President                         Vice President: 1989

M. Kenneth Doss                 57               Vice President                         Vice President: 1988
                                                 and Secretary                          General Counsel: 1985
                                                                                        Secretary: 1986

Richard E. Reece                52               Vice President                         Vice President: 1996

Thomas R. Staab                 54               Vice President and                     Vice President: 1992
                                                 Chief Financial Officer                Chief Financial Officer: 1994

Gary R. Langford                35               Treasurer                              Treasurer: 1995

Clifford D. Paulsen             53               Controller                             Controller: 1992



</TABLE>

The registrant's executive officers serve at the will of the Board of Directors.
None of the executive officers are related by blood, marriage or adoption to any
other executive officer of the registrant or any director or executive officer
of a parent, subsidiary, or affiliate of the registrant. With the exception of
Messrs. Nevin and Langford, each executive officer has been employed by the
registrant for more than five years. Prior to becoming Executive Vice President
of the registrant on October 16, 1995, Mr. Nevin had been Senior Vice President
of Strategic Services at James River Corporation during the last five years.
Prior to joining the registrant in May, 1995, Mr. Langford had been Assistant
Treasurer of AGCO Corporation since October 1990.



                                                           Page 6




<PAGE>






                                     PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters

Incorporated by reference from the market and dividend data section of the 1996
Annual Report to Shareowners, page 16.

Item 6. Selected Financial Data

Selected financial and statistical data for the years 1992 to 1996 appearing in
the line items "Net sales", "Income (loss) from continuing operations", "Per
share of common stock: Primary income (loss) from continuing operations" and
"Fully diluted income (loss)", "Total assets" and "Long-term debt" are
incorporated by reference from the 1996 Annual Report to Shareowners, page 34.
No cash dividends were declared on Common Stock for the five years in the period
ended December 31, 1996.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Incorporated by reference from the 1996 Annual Report to Shareowners, pages 13
through 16.

Item 8. Consolidated Financial Statements and Supplementary Data

Incorporated by reference from the 1996 Annual Report to Shareowners, pages 16
through 33.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures

None.


                                                                         Page 7






<PAGE>





PART III

Item 10. Directors and Executive Officers of the Registrant

Information regarding the Directors is incorporated herein by reference from the
registrant's proxy statement for the annual meeting of shareowners to be held on
April 22, 1997, pages 2 and 3.

For information regarding the Executive Officers of the registrant, see Part I
at page 6.

Item 11. Executive Compensation

Incorporated herein by reference from sections of the registrant's proxy
statement for the annual meeting of shareowners to be held on April 22, 1997
entitled "Compensation of Directors", pages 6 and 7 and "Executive
Compensation", pages 7 through 10.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Incorporated herein by reference from the section of the registrant's proxy
statement for the annual meeting of shareowners to be held on April 22, 1997
entitled "Security Ownership", pages 4 through 6.


Item 13. Certain Relationships and Related Transactions

Incorporated herein by reference from the section of the registrant's proxy
statement for the annual meeting of shareowners to be held April 22, 1997,
entitled "Executive Compensation", pages 7 and 8.


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1.
and 2. Financial statements and financial statement schedules

           The financial statements and schedules listed in the accompanying
           index to financial statements are filed as part of this annual
           report.

     3.    Exhibits

           The exhibits listed as applicable on the accompanying Exhibit Index
           at page 12 are filed as part of this annual report. Exhibit numbers
           10.1 through 10.16 represent management contracts or compensatory
           plans or arrangements required to be filed as an exhibit by Item 601
           of Regulation S-K.

(b)     Reports on Form 8-K

     None.

                                                      Page 8



<PAGE>




                             FIELDCREST CANNON, INC.
                          INDEX TO FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES
                               (Item 14(a) 1 & 2)

                                                         Page Numbers of the
                                                          Annual report to
                                                          Shareowners

Consolidated statement of financial position at              19
December 31, 1996 and 1995

Consolidated statement of operations and retained            18
earnings for each of the three years in the period
ended December 31, 1996

Consolidated statement of cash flows for each of the         20
three years in the period ended December 31, 1996

Notes to consolidated financial statements                  21-32

Report of independent auditors                               33




     No schedules are filed because the required information is not applicable
or is not present in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements and
notes thereto.

     The consolidated financial statements listed in the above index which are
included in the Annual Report to Shareowners of Fieldcrest Cannon, Inc. for the
year ended December 31, 1996 are hereby incorporated by reference. With
exception of the pages listed in the above index and the Items referred to in
Part II, Items 5, 6, 7 and 8, the 1996 Annual Report to Shareowners is not to be
deemed filed as part of this report.

                                                                Page 9





<PAGE>



                                   SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.


        March 19, 1997                    By:/s/ James M. Fitzgibbons
                                             ------------------------
                                               James M. Fitzgibbons, Chairman of
                                              the Board of Directors and Chief
                                              Executive Officer (Principal
                                              Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.





/s/ James M. Fitzgibbons                                          March 19, 1997
--------------------------------------------
James M. Fitzgibbons, Chairman of the Board
of Directors and Chief Executive Officer
(Principal Executive Officer)



/s/ M. Kenneth Doss                                               March 19, 1997
---------------------------------------------
M. Kenneth Doss
Vice President and Secretary



/s/ Thomas R. Staab                                               March 19, 1997
----------------------------------------------
Thomas R. Staab
Vice President and Chief Financial Officer
(Principal Financial Officer)



/s/ Clifford D. Paulsen                                           March 19, 1997
----------------------------------------------
Clifford D. Paulsen
Controller (Principal Accounting Officer)



/s/ William E. Ford                                               March 19, 1997
----------------------------------------------
William E. Ford
Director

                                                                        Page 10




<PAGE>


/s/ John C. Harned                                                March 19, 1997
----------------------------------------------
John C. Harned
Director



/s/ Noah T. Herndon                                               March 19, 1997
----------------------------------------------
Noah T. Herndon
Director



/s/ S. Roger Horchow                                              March 19, 1997
----------------------------------------------
S. Roger Horchow
Director



/s/ W. Duke Kimbrell                                              March 19, 1997
----------------------------------------------
W. Duke Kimbrell
Director



/s/ C. J. Kjorlien                                                March 19, 1997
----------------------------------------------
C. J. Kjorlien
Director



/s/ Alexandra Stoddard                                            March 19, 1997
Alexandra Stoddard
Director




                                                            Page 11




<PAGE>



                                EXHIBIT INDEX TO
                         ANNUAL REPORT ON FORM 10-K FOR
                             FIELDCREST CANNON, INC.
                      FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

                                                                                                             Page Number
Exhibit                                                                                                     or Incorporation
Number                                 Description                                                          by Reference to
<S>                <C>                                                                               <C>

  (3)             1. Restated Certificate of Incorporation,                                Exhibit 3-1 to the
                     as amended to date.                                                   Registrant's Registration
                                                                                           Statement on
                                                                                           Form S-3 filed  on
                                                                                           February 18, 1994.


                  2. Amended and Restated By-Laws of the Registrant                        Exhibit 3-1 to Report on
                     as amended to November 24, 1993.                                      Form 8-K filed on
                                                                                           December 9, 1993.

  (4)             1. Rights Agreement, dated as of November 24, 1993,                      Exhibit 1 to the
                     between the Registrant and The First National                         Registrant's Registration
                     Bank of Boston, which includes as Exhibit A the                       Statement on Form 8-A
                     Form of Rights Certificate of Designations, as                        filed December 3, 1993.
                     Exhibit B the Form of Rights Certificate, and as Exhibit C
                     the Summary of Rights to Purchase Preferred Stock.

                  2. First Amendment, dated February 6, 1997, to Exhibit 4.1 to
                     Report on Rights Agreement dated as of November 24, 1993
                     Form 8-K filed on between Fieldcrest Cannon, Inc., and The
                     First February 14, 1997.
                     National Bank of Boston, as Rights Agent.

                  3. Indenture dated as of March 15, 1987, relating to                     Exhibit 4.9 to the
                     the Registrant's 6% Convertible Subordinated                          Registrant's Registration
                     Debentures Due 2012 between the Registrant and                        Statement on Form S-3
                     Wachovia Bank and Trust Company, N.A.,                                (No. 33-12436) filed on
                     including the form of debenture.                                      March 6, 1987.

                  4. Indenture dated as of June 1, 1992, relating to                       Exhibit 4.7 of
                     the Senior Subordinated Debentures Due 2004,                          Amendment No. 1 to the
                     between the Registrant and First Union National                       Registrant's Registration
                     Bank, as Trustee, including the form of                               Statement on Form S-3
                     debenture.                                                            (No. 33-47348) filed on
                                                                                           June 3, 1992.

                  5. Credit Agreement dated as of January 30, 1997                               15 - 106
                     by and among the Registrant, First Union
                     Commercial Corporation as agent, and certain
                     lenders.


</TABLE>

                  The registrant, by signing this Report, agrees to furnish the
                  Securities and Exchange Commission upon its request a copy of
                  any instrument which defines the rights of holders of
                  long-term debt of the Registrant and all of its subsidiaries
                  for which consolidated or unconsolidated financial statements
                  are required to be filed, and which authorizes a total amount
                  of securities not in excess of 10% of the total assets of the
                  Registrant and its subsidiaries on a consolidated basis.


                                                      Page 12



<PAGE>

<TABLE>
<CAPTION>


                                                                                               Page Number
Exhibit                                                                                      or Incorporation
Number                              Description                                              by Reference to

<S>             <C>                                                                     <C>

(10)            * 1.   Amended and Restated Director Stock Option                     Exhibit A to the
                       Plan of the Registrant approved by the                         Registrant's proxy
                       stockholders of the Corporation on April 28,                   statement for the annual
                       1992.                                                          meeting of shareowners
                                                                                      held on April 28, 1992.

                * 2.   Stock Option Agreement between the Registrant                  Exhibit 4.1 to the
                       and James M. Fitzgibbons dated as of September                 Registrant's Registration
                       11, 1991.                                                      Statement on Form S-8
                                                                                      filed on December 23,
                                                                                      1991.

                * 3.   Employee Retention Agreement between Registrant                Exhibit 10.2 to Report
                       and James M. Fitzgibbons effective as of                       on Form 10-Q for the
                       July 9, 1993.                                                  quarter ended September
                                                                                      30, 1993.

                * 4.   Instrument of Amendment dated July 15, 1996                        107 - 108
                       between the Registrant and James M. Fitzgibbons
                       amending Exhibit 10.3 above.


                * 5.   Employee Retention Agreement between the                       Exhibit 10.9 to Report
                       Registrant and Robert E. Dellinger effective                   on Form 10-K for fiscal
                       as of July 9, 1993.                                                             year ending December 31,
                                                                                      1993.

                * 6.   Instrument of Amendment dated July 29, 1993                    Exhibit 10.10 to Report
                       between the Registrant and Robert E. Dellinger,                on Form 10-K for fiscal
                       amending Exhibit 10.5 above.                                   year ending December 31,
                                                                                      1993.

                * 7.   Instrument of Amendment dated July 15, 1996                         109 - 110
                       between the Registrant and Robert E. Dellinger,
                       amending Exhibit 10.5 above.


                 *8.   Employee Retention Agreement between the                       Exhibit 10.8 to Report
                       Registrant and Thomas R. Staab effective                       on Form 10-K for fiscal
                       as of July 9, 1993.                                            year ending December 31,
                                                                                      1995.

                 *9.   Instrument of Amendment dated July 29, 1993                    Exhibit 10.9 to report
                       between the Registrant and Thomas R. Staab                     on Form 10-K for fiscal
                       amending Exhibit 10.8 above.                                   year ending December 31,
                                                                                      1995.

                *10.   Instrument of Amendment dated July 15, 1996                         111 - 112
                       between the Registrant and Thomas R. Staab
                       amending Exhibit 10.8 above.

</TABLE>

-----------

*Represents a management contract or compensatory plan or arrangement required
 to be filed as an exhibit pursuant to Item 14(c) of this report.

                                                                 Page 13


<PAGE>

<TABLE>
<S>                         <C>                                                                  <C>


                *11.   Employee Retention Agreement between the                                        113 - 123
                       Registrant and John Nevin effective
                       as of October 3, 1996.


                *12.   Form of Employee Retention Agreement between                               Exhibit 10.6 to Report
                       the Registrant and other executive officers of                             on Form 10-Q for the
                       the Registrant effective as of July 9, 1993.                               quarter ended September
                                                                                                  30, 1993.

                *13.   Form of Instrument of Amendment dated July 29,                             Exhibit 10.7 to Report
                       1993 between the Registrant and other executive                            on Form 10-Q for the
                       officers of the Registrant, amending Exhibit                               quarter ended September
                       10.12 above.                                                               30, 1993.


                *14.   Form of Instrument of Amendment dated July 15,                                  124 - 125
                       1996 between the Registrant and other executive
                       officers of the Registrant, amending Exhibit 10.12
                       above.


                *15.   1995 Employee Stock Option Plan of Fieldcrest                              Exhibit 4.1 of
                       Cannon, Inc.                                                               Registrant's Registration
                                                                                                  Statement of  Form  S-8 filed on
                                                                                                  May 8,  1995.


                *16.   Yarn Purchase Agreement between Parkdale Mills,                            Exhibit 10 to Report on
                       Incorporated and the Registrant (CONFIDENTIAL                              Form 10-Q for the quarter
                       TREATMENT).                                                                ended March 31, 1996.


  (11)          Computation of Primary and Fully Diluted Net Income                                    126 - 127
                (Loss) per Share.

  (13)          1996 Annual Report to Shareowners.                                                     128 - 149

  (21)          Subsidiaries of the Registrant.                                                            150

  (23)          Consent of independent auditors.                                                           151

</TABLE>


-----------

*Represents a management contract or compensatory plan or arrangement required
 to be filed as an exhibit pursuant to Item 14(c) of this report.


                                                              Page 14