UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                  FORM 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended             December 29, 1995                
                         ----------------------------------------------
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                    to                   
                               ------------------    ------------------

Commission File Number:              0-22138                           
                        -----------------------------------------------

                          Triangle Pacific Corp.                       
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        (Exact name of registrant as specified in its charter)

           Delaware                                  94-2998971        
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State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization                     Identification No.)

           16803 Dallas Parkway, Dallas, Texas                  75248  
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       (Address of principal executive offices)             (Zip Code) 

Registrant's telephone number, including area code (214) 887-2000
                                                   --------------------

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, Par Value $.01 per share
--------------------------------------
      (Title of Class)

     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 (or for such shorter 
period that the registrant was required to file such reports), 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 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]

     At March 1, 1996, the aggregate market value of the registrant's 
common stock held by non-affiliates was $244,034,830.  

     The number of shares outstanding of the registrant's Common Stock, par 
value $.01 per share, as of March 1, 1996:  Common Stock - 14,664,465 
shares.  

                   DOCUMENTS INCORPORATED BY REFERENCE

     Part III of this Form 10-K incorporates certain information by 
reference from the registrant's Proxy Statement to be issued in connection 
with its Annual Meeting of Shareholders to be held May 1, 1996.  


                                  PART I


Item 1.     Business
            --------

     The Company is a Delaware corporation organized in February 1986 for 
the purpose of acquiring Triangle Pacific Corp., a New York corporation 
("Old Triangle"), in a leveraged buyout transaction completed in May 1986.  
In September 1988, TPC Holding Corp. ("Holding") acquired the Company in a 
second leveraged buyout transaction pursuant to which the Company became a 
wholly-owned subsidiary of Holding.  

     On June 8, 1992, the Company successfully completed a capital 
restructuring (the "1992 Restructuring") pursuant to which substantially 
all of the Company's outstanding long-term indebtedness, redeemable 
preferred stock and common stock were exchanged for new debt with lower 
interest rates and new common stock.  

     The Company filed two registration statements with the Securities and 
Exchange Commission in 1993 and sold to the public 7,939,750 shares of the 
Company's Common Stock and $160 million aggregate principal amount of 
10-1/2% Senior Notes due 2003 (collectively, "the Offerings").  The net 
proceeds of the Offerings together with borrowings under a new $90 million 
credit facility were used (i) to repay the entire unpaid balance under the 
Company's previously-existing senior debt financing agreements, redeem 
certain previously outstanding debentures and pay related accrued interest, 
for a total of approximately $227 million, and (ii) for working capital and 
general corporate purposes.  

     The Company's operations are conducted through a single business 
segment which consists of the manufacture and distribution of building 
products.  The Company through its Hardwood Floors Division produces 
hardwood flooring and related products and through its Cabinet Division 
manufactures and distributes kitchen and bathroom cabinets.  The Company's 
products are used primarily in residential new construction and remodeling. 
The Company's products are also used for commercial applications such as 
retail stores and restaurants.  The Company's business is seasonal, with 
demand for its products generally highest between April and November.  

     Presented below is a summary of sales results for each of the fiscal 
years 1991 through 1995.  

                     1995      1994      1993      1992      1991
                    ----------------------------------------------
                                    (in millions)
Net Sales:

 Hardwood
  Floors Division  $ 261.8   $ 244.0   $ 202.0   $ 152.9   $ 117.2

 Cabinet Division    183.2     146.5     125.6     123.2     125.1

 Building Products
  Division            16.1      21.5      20.7      19.2      16.2

 Intracompany
  sales*              (2.2)     (1.8)     (2.0)     (2.5)     (2.4)
                    ------    ------    ------    ------    ------
 Total Net Sales   $ 458.9   $ 410.2   $ 346.3   $ 292.8   $ 256.1
                    ======    ======    ======    ======    ======
     *Represents intracompany sales from the Cabinet Division to the 
Building Products Division which are eliminated in consolidation.  




Bruce, Premier, Sterling, Kennedale, Natural Reflections, Traffic Zone, 
Traffic Zone Elite, CrystalGuard, Coronet, Vantage, Aspen, Tamarisk, 
TriPac, IXL and Classic Bath Products are trademarks or registered 
trademarks of Triangle Pacific Corp.

Hardwood Floors Division
------------------------

     The Company's Hardwood Floors Division is the largest and best known 
manufacturer of hardwood flooring in the world.  The Company produces a 
complete line of hardwood flooring products and believes that it is 
generally recognized for its superior quality and service.  The Company 
believes the Bruce name is one of the most recognized brand names in the 
floorcovering industry.  

Industry Overview

     Hardwood flooring competes primarily with carpet, vinyl and ceramic 
tile in the floorcovering market.  The Company believes that the principal 
competitive factors in the floorcovering market are aesthetic appeal, 
price, durability and ease of installation and maintenance.  

     Sales of hardwood flooring have grown from 2.9% of total United States 
floorcovering sales in 1982 to an estimated 7% of estimated total United 
States floorcovering sales in 1995.  The Company believes that the growth 
of hardwood flooring sales is due to increased consumer preference for the 
aesthetic appeal of hardwood flooring and technological advances in the 
production, installation and maintenance of hardwood flooring, which allows 
wood flooring to compete favorably in total cost to other flooring 
products.  

Products and Product Development

     The Company offers approximately 100 varieties of flooring products in 
four basic categories - 3/4" thick solid strip and plank, 3/8" thick 
laminated strip, plank and parquet and 5/16" thick solid strip and parquet 
- in unfinished and a variety of pre-finished styles and colors.  The 
Company's hardwood flooring products are generally available in various 
widths and lengths and are differentiated in terms of quality and price 
based primarily on whether the product is finished or unfinished and on the 
grade of the raw materials used to produce the product.  

     The Company has been a leader in developing a wide variety of new 
flooring products, including (i) 5/16" thick solid parquet flooring, (ii) 
3/8" thick laminated flooring, (iii) 3/8" thick laminated, square-edge, 
pre-finished flooring, (iv) 3/8" thick acrylic-impregnated flooring for 
commercial applications (all of the above for glue-down installation), (v) 
3/4" thick square-edge, pre-finished flooring and (vi) most recently, 5/16" 
thick solid strip flooring.  The Company believes that new product 
development has enabled it to increase its sales and has contributed to the 
overall growth of hardwood flooring since the mid-1970s.  The Company's 
product innovations have made hardwood flooring a viable alternative for a 
variety of floorcovering applications.  

     The Company has been instrumental in the development of thinner 
hardwood flooring products which can be glued to the concrete slab 
foundations increasingly used in new home construction.  Installation of 
3/4" thick hardwood flooring over concrete slabs requires the construction 
of a false floor above the slab to which the hardwood flooring can be 
nailed, thereby increasing installation time and expense.  The Company has 
developed 5/16" thick flooring products, which can be glued to wood or 
concrete slab foundations, eliminating the need for a false floor.  The 
development of 3/8" thick laminated flooring (consisting of multiple layers 
of oak veneer, glued and pressed together), which can be glued to a wood or 
concrete sub-floor, further expanded the uses for hardwood flooring.  The 
dimensional stability of laminated flooring permits its installation in 
kitchens and basements where the presence of moisture had previously 
rendered hardwood flooring impractical.  

     In 1995, the Company introduced Natural Reflections, a 5/16" thick 
solid oak pre-finished strip.  This was developed as an alternative to the 
traditional 3/4" thick unfinished strip that is the primary commodity 
product of the hardwood flooring industry.  This thinner strip offers many 
benefits.  It approximately doubles the yield of product from raw material, 
saving resources by using fewer trees in the manufacturing process.  
Because it contains less than half the wood in a traditional 3/4" thick 
strip, it is less expensive to make, less expensive to ship, and easier and 
faster to install.  

     Also in 1995, the Company introduced a new product group, high 
performance laminate flooring.  This product, which is called Traffic Zone, 
features a CrystalGuard melamine wear-layer surface over a high-density 
fiberboard core.  It offers superior wear characteristics in a variety of 
overlays that simulate fine wood finishes as well as marble, granite, and 
other materials.  Traffic Zone is designed for consumers who want highly 
durable easy-care hard surface floorcovering as an alternative to sheet 
vinyl, vinyl tile and carpet.  In addition to a residential product line of 
24 styles and colors, the Company also offers a commercial-grade version 
called Traffic Zone Elite, which provides even greater durability for high-
traffic areas.  

Manufacturing

     The Company manufactures its 3/4" thick solid oak hardwood flooring 
products at its plants in Nashville, and Jackson, Tennessee; Beverly, West 
Virginia, and West Plains, Missouri.  The Beverly, West Virginia plant also 
produces 5/16" thick solid strip prefinished flooring.  The Company 
manufactures its 3/8" thick laminated hardwood flooring products at its 
plants in Center, Texas, Port Gibson, Mississippi and Statesville, North 
Carolina.  The Center plant produces sufficient 1/8" thick oak veneer to 
supply approximately one-half of its veneer requirements.  The Port Gibson, 
Mississippi plant supplies most of the remainder of the Center plant's 
veneer requirements and a portion of the veneer requirements for the 
Statesville plant for the production of 3/8" thick laminated products.  The 
Company manufactures its 5/16" thick solid parquet products at its plant in 
Jackson, Tennessee in addition to its production of 3/4" thick product.  

     The Company's continuous advances in the area of technology and 
manufacturing are the basis for its ability to improve yields from raw 
material and make products that are more appealing to consumers, easier to 
install, and more cost competitive.  This year again, the Company made even 
greater improvements in labor efficiency and productivity as it sought ways 
to counter the difficult economic and market conditions.  

     The 1994 expansion of its Beverly, West Virginia, and Port Gibson, 
Mississippi, plants gave the Company additional manufacturing capacity, 
along with the acquisition of Premier Wood Floors in Statesville, North 
Carolina.  Following the acquisition, the Company improved productivity in 
Premier's operations and broadened the Premier product line to include 3/4" 
thick solid strip and 5/16" thick solid parquet.  At all plants, further 
efficiencies were achieved.  The expanded capacities and improvements 
allowed the Company to postpone plans for further plant expansion until the 
second half of 1996 while retaining its ability to meet sales goals.  



     The following table sets forth certain information concerning the 
manufacturing facilities operated by the Hardwood Floors Division. 

                    Owned/                               
Location            Leased           Product             
--------            ------    ------------------------   
Nashville, TN        Owned    3/4" thick strip and plank;
                              pre-finished, unfinished

West Plains, MO      Owned    3/4" thick strip; pre-finished, 
                              unfinished

Beverly, WV (1)      Leased   5/16" thick solid strip;        
                              pre-finished 
                              and 3/4" thick strip;           
                              pre-finished, unfinished 

Jackson, TN (2)      Owned    5/16" thick solid parquet;      
                              pre-finished, unfinished
                              3/4" thick strip; unfinished    

Center, TX (3)       Owned    3/8" thick laminated strip,     
                              plank and parquet; pre-finished,
                              unfinished

Port Gibson, MS (3)  Owned    3/8" thick laminated strip,     
                              plank and parquet; pre-finished, 
                              unfinished    

Statesville, NC      Owned    3/8" thick laminated strip,    
                              plank, prefinished, unfinished 
                                                             

------------------
(1)   During 1995, the operating lease agreement was amended to allow for a 
      purchase option of $1 until 2018.  The Company recorded the present 
      value of the remaining future minimum lease payments as a capitalized 
      lease asset and related capitalized lease obligation.  

(2)   The Jackson plant also manufactures dimension parts used by the 
      Cabinet Division in cabinet production.  See "- Cabinet Division - 
      Manufacturing" below.  

(3)   The Center and Port Gibson plants also produce 1/8" thick veneer, 
      which is used in the manufacture of 3/8" thick laminated products at 
      these plants and at the Statesville, N.C. plant.  

     Raw materials for the hardwood flooring products produced at the 
Nashville, Jackson, Beverly and West Plains plants consist primarily of 
rough cut oak lumber.  Each plant obtains lumber from local independent 
sawmill operators, purchasing entire truckloads of ungraded, mixed specie 
lumber.  The Company maintains an inventory of purchased lumber which is 
sufficient for approximately three to four months of operations.  The 
quality and efficiency of lumber purchasing and grading operations are 
important determinants of manufacturing yields and productivity.  

     Purchased lumber is stacked for drying in the open air for 90 to 120 
days, and then placed in dry kilns for approximately five to seven days to 
reduce moisture content.  Where necessary, the Company operates pre-drying 
kilns, which shorten the required open-air drying time.  The Company's 
drying processes are another important determinant of satisfactory product 
yields.  Following drying, the flooring-grade lumber is cut into various 
sizes of strip, plank and parquet flooring.  The products are then sanded 
and, in most cases, beveled.  A majority of the Company's products are pre-
finished with a urethane or combination stain and wax finish.  Pre-finished 
products are more durable and do not require a time-consuming sanding and 
finishing process at the installation site.  The Company also treats a 
portion of its 3/8" thick laminated product with an acrylic impregnating 
process to produce its Wear Master line of commercial flooring.  The 
Statesville, N.C. plant purchases veneer from outside sources and also 
obtains veneer from the Port Gibson plant, which is converted into 
laminated products.  

     Raw materials for the laminated hardwood flooring products 
manufactured at the Company's plants in Center, Texas and Port Gibson, 
Mississippi consist of oak logs which are purchased primarily from 
independent loggers located within about 100 miles of the respective 
plants.  Purchased logs are stored in soaking ponds until needed, and then 
debarked, soaked in hot water or steamed, cut into five-foot lengths, 
loaded into a lathe, and peeled to produce sheets of thin oak veneer.  
Layers of veneer are then pressed into plywood which is cut into strip, 
plank and parquet hardwood flooring and pre-finished.  The Company employs 
advanced veneer manufacturing processes which substantially increase 
material yields, thereby reducing costs.  The total conversion time for 
laminated products, from log to finished product, is approximately one 
week.  

Sales

     The Hardwood Floors Division sells its products to over 100 
independent wholesale floorcovering distributors located throughout the 
United States and a number of other countries.  Most distributors handle a 
diverse line of floorcovering products in addition to hardwood flooring.  
The Company's distributors sell their products to retail floorcovering 
dealers, installation contractors, builders, remodelers and retail home 
center stores.  The Company believes that new home construction and 
remodeling account for approximately 40% and 60%, respectively, of its 
hardwood flooring sales.  

     The Bruce trademark is a valuable asset because of its significant 
brand name recognition.  Based on independent surveys, the Company believes 
that the Bruce name is one of the highest recognized consumer brand names 
of any floorcovering product.  Sales and marketing efforts for Bruce 
Hardwood Floors are designed to heighten Bruce's brand name recognition 
among end users.  The Company advertises its Bruce flooring products in 
national and regional publications including House Beautiful, Better Homes 
and Gardens, Sunset, Southern Living and others.  

     The Company has developed Bruce product displays, more than 20,000 of 
which have been placed in floorcovering dealer showrooms across the U.S.  
These product displays are available in a variety of sizes designed to 
accommodate the varying floor spaces available in dealer showrooms.  The 
Company has also developed marketing programs specifically tailored to 
retail home center stores and commercial users and has developed displays 
to demonstrate the ease of do-it-yourself installation of hardwood floors.  
The do-it-yourself installation displays have been placed in floorcovering 
retailers, lumber yards, home centers and other do-it-yourself specialty 
stores.  Management believes that both the product displays and the do-it-
yourself installation displays are important sales promotion devices.  

     The Company operates a training facility at its Nashville plant to 
give its Bruce floorcovering distributors, dealers and contractors, 
training in the sale, installation and maintenance of hardwood floors. 
Providing this training results in better educated resellers and 
installers, which the Company believes should enhance their ability to sell 
more Bruce products and improve consumer satisfaction with the installed 
products.  

     The Hardwood Floors Division currently employs 50 salespersons who are 
assigned geographical sales territories.  In addition to making direct 
sales to independent distributors, the sales force assists distributors in 
broadening their market penetration by making joint sales calls on dealers, 
conducting installation training for distributors and their customers, and 
advising on the use of advertising and special product promotions.  
Salespersons earn bonuses, in addition to their salaries, based on volume 
and sales mix.  





Competition

     While the Hardwood Floors Division is currently the largest 
manufacturer of hardwood flooring in the world it is a small part of the 
highly competitive floor covering market.  The floor covering market 
includes companies which are substantially larger in sales and financial 
resources then the Company.  Also,the domestic floor covering industry is 
facing greater competition from imported flooring products.  

     The floorcovering industry, which includes carpeting, sheet vinyl, 
vinyl tile, hardwood flooring and ceramic tile, is highly competitive.  The 
principal competitive factors in floorcovering are aesthetic appeal, price, 
durability and ease of installation and maintenance.  Hardwood flooring is 
generally more durable than other floorcoverings.  Thus, although the 
average selling price of hardwood flooring is higher than that of the 
selling price of most other floorcoverings, the Company believes that the 
overall cost is competitive after taking into account average product life, 
maintenance expenses and removal and replacement costs.  

     The Company believes it competes favorably based on the high quality 
of the Company's products and the additional product support services 
offered by the Company and on the Company's network of independent 
distributors, its production of a complete line of hardwood flooring 
products, its innovative product development and manufacturing technology, 
and its well-known Bruce trademark.  

Cabinet Division
----------------

     The Company estimates that new construction accounts for approximately 
one-third of the total cabinet industry sales with remodeling generating 
the remaining two-thirds.  Residential new construction activity is more 
cyclical than remodeling activity, which has historically been relatively 
stable.  Cabinet manufacturing is a highly fragmented industry with 
competitors of widely varying production capacities, distribution 
capabilities and financial resources.  In recent years, contraction in the 
industry has resulted in smaller competitors leaving the market and more 
aggressive cost controls and marketing programs being implemented by the 
remaining participants.  The Kitchen Cabinet Manufacturing Association 
estimates that there are 8,000 manufacturers of kitchen and bathroom 
cabinets competing for approximately 50% of the total cabinet market.  The 
balance of the market is supplied by trim carpenters and job-site cabinet 
makers.  The market is dependent on new home construction and remodeling 
activity.  

     The entire cabinet manufacturing industry is characterized by 
substantial excess capacity.  In the late 1970's, new construction expanded 
to meet the demands of more than two million housing starts annually plus 
remodeling.  Price competition is severe, due principally to the excess 
industry capacity.  

Products and Product Development

     The Company manufactures kitchen and bathroom cabinets in 
approximately 100 different styles and colors.  Cabinets are marketed under 
the brand names "TriPac", "IXL", "Classic Bath Products" and "Bruce"." The 
Company continues to develop new product styles. While the styles of the 
Company's cabinets vary from other manufacturers' brands, kitchen and 
bathroom cabinet construction is fundamentally the same throughout the 
industry.  Differences in the price and quality of the Company's cabinets 
result from variations in basic materials (e.g., solid oak, plywood, 
particleboard or fiberboard doors), the type and quality of exterior and 
interior finish, the quality of the hardware and other features such as 
adjustable shelves and interior storage aids.  

     During the latter part of 1994 and throughout 1995, the Company 
revamped its product line to improve marketability and mix of offerings.  
Among the many innovations that have emerged from this effort is a new line 
called Coronet, which is made of Plantation hardwood from Malaysia.  Months 
of testing and research preceded the use of this new raw material, which 
produces an end product of the same durability and styling as its other 
woods, but which can be sold at a lower price point.  The Company also 
completed the introduction of the Vantage Collection of melamine laminate 
products, aimed primarily at the multi-family housing market.  With 24 
product choices and five different price points, the Vantage Collection 
offers builders a wide variety of styles and prices.  In its continuing 
effort to offer more value to builders and end-users, the Company 
introduced the Aspen Collection, a line of thermofoil-process products 
which feature high-quality vinyl laminates applied to fiberboard.  Through 
innovative manufacturing techniques, the Company was able to produce a 
lower-priced version of this popular line, available in maple and white 
finishes, for the townhouse and single-family housing market.  

Manufacturing  

     The Company operates seven cabinet manufacturing plants, generally 
located within 500 miles of most major population centers in the United 
States.  These regional plants enable the Company to compete with local and 
regional manufacturers on the basis of the cost of freight, speed of 
delivery and service to customers.  The Company also operates a 
manufacturing facility at Jefferson City, Tennessee which supplies cultured 
marble vanity tops, primarily to the Cabinet Division, and to retail home 
center stores.  



     The following table sets forth certain information concerning the 
Company's cabinet manufacturing facilities:  

                     Owned/                             
Location             Leased            Product          
--------             ------     --------------------    

Auburn, NE           Owned      Kitchen and bathroom    
                                cabinets

Elizabeth City, NC   Owned      Bruce and IXL kitchen   
                                and bathroom cabinets
                                and European frameless
                                cabinets  

McKinney, TX         Owned      Kitchen and bathroom    
                                cabinets  

Morristown, TN (1)   Owned      Kitchen and bathroom    
                                cabinets

Morristown, TN       Owned      Kitchen and bathroom    
                                cabinets

Thompsontown, PA     Owned      Kitchen and bathroom    
                                cabinets

Union City, IN       Owned      Kitchen and bathroom    
                                cabinets                


------------------
(1)   This plant also produces finished end panels for certain other 
      cabinet plants.  

     The plants are primarily cabinet assembly operations.  The plant 
inventories consist of raw materials, component parts and a limited amount 
of work-in-process.  Raw materials utilized by the plants consist of sheet 
stock of plywood, particleboard or fiberboard, and component parts consist 
of dimension parts (front frame parts, doors and drawer fronts), finished 
end panels, finishing materials and hardware.  In the cabinet assembly 
operations, front frame parts, doors and drawer fronts are sanded smooth 
and color stained and finished.  Then, end panels, tops, bottoms and 
shelves are glued and stapled to the front frames, drawers are assembled to 
drawer fronts and hardware is attached.  The completed cabinet is 
inspected, packed and staged for shipment.  

     Sheet stock is a commodity product purchased from a variety of 
suppliers.  The Company obtains its dimension parts, consisting of front 
frame parts, doors and drawer fronts, primarily from its manufacturing 
facility located at the hardwood flooring plant in Jackson, Tennessee.  See 
"- Hardwood Floors Division - Manufacturing" above.  The Jackson plant 
supplies 74% of the Cabinet Division's front frame parts requirements.  The 
Company manufacturers finished end panels at its Morristown, Tennessee 
cabinet plants.  Finishing materials and hardware are purchased from 
several suppliers.  

     The Cabinet Division is not dependent on any single supplier for any 
of its raw materials or component parts, other than the Jackson dimension 
parts plant.  The Company believes its sources of supply are adequate to 
meet its needs.  Imports from foreign suppliers, which account for less 
than ten percent of the Company's cabinet materials, consist of wood 
veneer, laminated veneer door panels and certain hardware items.  While the 
Company maintains insurance coverage on all of its properties, including 
the Jackson dimension parts plant, the loss of that plant could have an 
adverse effect on the Company's operations.  See "- Properties" below.  

Sales and Marketing

     The Company distributes its cabinets directly from the factories and 
also through 51 Company-operated distribution centers, including twelve new 
locations opened in 1995, in major markets across the country.  These 
centers, which cater largely to builders and remodeling contractors, 
generate more than 50% of the Cabinet Division's total sales.  

     The Company-operated distribution centers are also used to support 
sales to major builders and retail home centers by providing prompt 
replacements for lost or damaged cabinets and delivery and storage for 
truckload quantities of cabinets pending staged deliveries to job sites. 
The Company believes that its distribution centers are an important factor 
in maintaining and increasing its sales, and intends to open additional 
distribution centers in new geographic markets as conditions warrant.  

The Company provides personal computer software for use primarily by retail 
home center stores to create complete kitchen floor plans, including 
elevations and product specifications lists, with related prices, based on 
room measurements provided by customers.  Management believes this software 
package to be a significant sales aid.  

     The Cabinet Division has one of the largest sales forces in the 
cabinet industry, currently employing approximately 233 salespersons.  The 
sales force makes direct sales and service calls on builders, independent 
distributors and retail home center stores, and offers kitchen design, 
cabinet installation and cabinet display and marketing advice to retail 
home center stores and independent distributors.  Most sales personnel are 
affiliated with one of the Company's distribution centers and are 
responsible for sales to all customers within their sales area including 
sales of cabinets directly by the plant.  The Cabinet Division maintains a 
competitive salary base and provides performance incentives by compensating 
its sales force with bonuses tied to volume and profitability.  

Competition  

     The Company is one of the largest manufacturers of kitchen and 
bathroom cabinets in the U.S.  

     The cabinet industry is a mature, highly competitive, regionalized and 
highly fragmented industry with thousands of cabinet makers competing 
primarily on a local basis.  There is a relatively high manual labor 
content in cabinet products.  Because of the low capital requirements for 
cabinet assembly, it is relatively easy and inexpensive for small cabinet 
makers to enter the industry as manufacturing competitors.  In addition, 
high transportation costs limit the area to which a manufacturer can ship 
cabinets and still remain competitive.  This has led the Company, and more 
recently, some of its larger competitors, to open regional manufacturing 
plants and distribution centers.  The Company's seven regional 
manufacturing plants and 51 Company-operated distribution centers are 
important factors in the Company's ability to maintain cost and price 
competitiveness with local and regional manufacturers.  

     Due to significant excess manufacturing capacity, the cabinet industry 
has been subject to severe price competition.  Other competitive factors 
include quality of product, production capacity and speed of delivery.  The 
Company believes it competes favorably because of its breadth and quality 
of product offerings, and its production capacity, regional manufacturing 
facilities, national sales force and distribution capabilities.  

Building Products Division
--------------------------

     Since 1969, the Company operated a general building materials 
distribution center in Beltsville, Maryland, which had offered a range of 
products including dimension lumber, millwork, pre-hung windows and doors, 
and kitchen and bathroom cabinets.  As of January 1996, the Company elected 
to discontinue the sale of lumber, which had remained a low-profit item, 
and to consolidate the building products division into the Cabinet 
Division.  Beginning with the first quarter of 1996, the financial results 
of this operation will be combined with those of the Cabinet Division.  The 
Beltsville facility will continue to feature cabinets and a limited number 
of other products, which have been the major contributors to its sales.  

Backlog
-------

     The Company generally sells its flooring products from inventories on 
hand.  The Company produces its cabinets primarily in response to firm 
orders and, to a lesser extent, to maintain a working inventory at 
distribution centers operated by the Company.  The Company generally ships 
its cabinets within a short time (e.g., one week) after receipt of an 
order.  Accordingly, the dollar amount of backlog orders believed to be 
firm is not significant or indicative of the Company's future sales 
and earnings.  

Employees
---------

     As of December 29, 1995, the Company employed approximately 4,166 
persons, of which 2,494 were employed by the Hardwood Floors Division, 
1,529 by the Cabinet Division, and the remainder in the Company's 
headquarters and other operations.  The Company has entered into collective 
bargaining agreements with hourly employees at three of its seven hardwood 
flooring plants, and three of its seven cabinet plants covering in the 
aggregate approximately 1,743 employees.  Management considers its employee 
relations to be satisfactory.  

Environmental Matters
---------------------

     The Company's operations are subject to extensive federal, state and 
local laws and regulations relating to the generation, storage, handling, 
emission, transportation and discharge of materials into the environment.  
Permits are required for certain of the Company's operations, and these 
permits are subject to revocation, modification and renewal by issuing 
authorities.  Governmental authorities have the power to enforce compliance 
with their regulations, and violations may result in the payment of fines 
or the entry of injunctions, or both.  The Company does not believe it will 
be required under existing environmental laws and enforcement policies to 
expend amounts which will have a material adverse effect on its results of 
operations or financial condition.  However, the requirements of such laws 
and enforcement policies have generally become stricter in recent years.  
Accordingly, the Company is unable to predict the ultimate cost of 
compliance with environmental laws and enforcement policies.  

Item 2.     Properties
            ----------

     The Company's principal manufacturing facilities are described under 
"- Hardwood Floors Division - Manufacturing" and "- Cabinet Division - 
Manufacturing" above.  Management believes that the Company's plants and 
properties are generally well-maintained and in good operating condition.  

     The Company maintains blanket property insurance coverage on all its 
properties with aggregate limits of $100 million.  The Company is also 
insured for losses arising from loss of inventory, business interruption 
and certain extra expense.  Although this coverage is sufficient to replace 
any of the Company's manufacturing facilities, the complete loss of the 
dimension parts plant in Jackson, Tennessee for an extended period of time 
could adversely affect the Company's operations.  See "- Cabinet Division - 
Manufacturing" above.  

Item 3.     Legal Proceedings
            -----------------

     The Company is not a party to any material pending legal 
proceedings.  

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

     None.



Executive Officers of the Registrant
------------------------------------

     Set forth below as of March 1, 1996 are the names, ages and principal 
occupations of the executive officers of the Company, as well as certain 
other information concerning their business experience.

     Name and Positions held        Principal Occupation
     with the Company               and Other Information
     -----------------------        ---------------------

     Floyd F. Sherman               Mr. Sherman has served as Chairman
     Chairman of the Board of       of the Board and Chief Executive
     Directors, and Chief           Officer since July, 1992.  Prior to
     Executive Officer              November, 1994 he served as 
                                    President of the Company since 1981.
                                    Prior to 1981, he served as 
                                    Executive Vice President of the
                                    Company.  Mr. Sherman is 56 years
                                    old and became a director of the 
                                    Company in 1982.  

     M. Joseph McHugh               Mr. McHugh has served as President
     Director, President            and Chief Operating Officer of the
     and Chief Operating            Company since November, 1994.  
     Officer                        Prior thereto, he served as Senior
                                    Executive Vice President and 
                                    Treasurer of the Company since 1981.
                                    Prior to 1981, he served as
                                    Executive Vice President of the 
                                    Company.  He became a director of 
                                    the Company in 1986.  Mr. McHugh is
                                    also a director of Pillowtex 
                                    Corporation.  He is 58 years old.  

     Robert J. Symon                Mr. Symon has served as Executive
     Executive Vice President,      Vice President, Treasurer and 
     Treasurer and Chief            Chief Financial Officer of the
     Financial Officer              Company since November, 1994.  Prior
                                    thereto, he served as Vice President
                                    - Controller of the Company since
                                    1978.  Mr. Symon is 64 years old and
                                    served as a director of the Company
                                    from December 1988 to June 1992.  

     Darryl T. Marchand             Mr. Marchand has served as Vice 
     Vice President, Secretary      President, Secretary and General
     and General Counsel            Counsel of the Company since 1986.  
                                    Prior thereto, he served as Vice 
                                    President - Legal of the Company 
                                    from 1981 to 1986 and as Treasurer 
                                    from February to August, 1981.  Mr. 
                                    Marchand is 53 years old.  

     Charles A. Engle               Mr. Engle has served as President of
     Vice President                 the Cabinet Division since January, 
                                    1996.  Prior thereto, he served as Vice
                                    President of the Company since 1979.  
                                    Mr. Engle is 52 years old.  

     John W. Esch                   Mr. Esch has served as a Vice 
     Vice President                 President of the Company since
                                    November, 1994.  He has been a
                                    division Controller of the Cabinet
                                    Division since 1977.  Mr. Esch is 
                                    51 years old.  





     James T. Fidler                Mr. Fidler has served as a Vice
     Vice President                 President of the Company since 1981. 
                                    He has been Vice President-Operations 
                                    since August, 1995.  Prior thereto, he 
                                    was Director-Management Information 
                                    Operations for the Company.  Mr. Fidler 
                                    is 53 years old.    

     Michael J. Kearins             Mr. Kearins has served as a Vice
     Vice President                 President of the Company since 1985. 
                                    He had been a divisional Vice 
                                    President of sales of the Bruce 
                                    Hardwood Floors Division from 
                                    December, 1983 to May, 1985.  He is 
                                    primarily responsible for sales and 
                                    marketing in the Bruce Hardwood 
                                    Floors Division.  Prior to 1983, he 
                                    had been a Regional Sales Manager of 
                                    the Company.  Mr. Kearins is 49 
                                    years old.  

     E. Dwain Plaster               Mr. Plaster has served as a Vice
     Vice President                 President of the Company since 
                                    November, 1994.  He has been a 
                                    divisional Controller of the Bruce 
                                    Hardwood Floors Division since 1977.  
                                    Mr. Plaster is 46 years old.  

     James E. Price                 Mr. Price has served as a Vice 
     Vice President                 President of the Company since 
                                    November, 1994.  He has been Vice
                                    President of manufacturing of the
                                    Bruce Hardwood Floors Division since
                                    March, 1993.  Prior thereto, he was 
                                    General Manager of that division 
                                    since 1984.  He had been a Plant 
                                    Manager of the Company since 1979.  
                                    Mr. Price is 53 years old.  

     Allen Silver                   Mr. Silver has served as a Vice
     Vice President                 President of the Company since 1985. 
                                    Prior to that time he had been a 
                                    divisional Vice President of 
                                    manufacturing of the Cabinet 
                                    Division.  Mr. Silver is 56 years 
                                    old.  




                                PART II

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

     A)   Price range of common stock

     The following table shows the range of market prices for the common 
stock on the NASDAQ National Market System for each quarter during the past 
two fiscal years.  

                                          Market Price
          1994                           High      Low
          ----                          ------    ------
          First Quarter                 17-1/4    12-5/8
          Second Quarter                14-1/8    11-1/4
          Third Quarter                 14-3/8    11-1/2
          Fourth Quarter                13-7/8    11-3/4

          1995
          ----
          First Quarter                 14        11-7/8
          Second Quarter                17-3/8    12-7/8
          Third Quarter                 19-1/8    14-5/8
          Fourth Quarter                18-3/4    15-1/4

     B)   Approximate number of equity security holders (As of December 
          29, 1995)

          Class of Security             Number of Record Holders
          -----------------             ------------------------

          Common Stock ($.01 par value)     1,700

     C)   Dividend Policy  

     The Company has not declared or paid any dividends on its Common 
Stock.  Management currently intends to retain future earnings for the 
operation and expansion of the Company's business and does not anticipate 
paying any cash dividends in the foreseeable future.  The payment of cash 
dividends is restricted under the terms of the bank credit facility and the 
indenture relating to the Company's 10 1/2% Senior Notes due 2003.  



Item 6.    Selected Consolidated Financial Data
           ------------------------------------
           (In thousands, except per share amounts)

     The selected consolidated financial data of the Company presented 
below for the five fiscal years ended December 29, 1995 was derived from 
the consolidated financial statements of the Company and should be read 
in conjunction with the consolidated financial statements and related 
notes included herein.  

               Fiscal    Fiscal    Fiscal    Seven     Five      Fiscal  
               year      year      year      months    months    year    
               ended     ended     ended     ended     ended     ended   
               Dec.      Dec.      Dec.      Jan.      Jun.      Jan.
INCOME          29,       30,       31,       1,        8,        3, 
STATEMENT      1995      1994      1993      1993      1992(2)   1992(2)   
DATA          ----------------------------------------------------------
Net sales    $458,868  $410,159  $346,296  $173,426  $119,417  $256,112
Cost of sales 342,348   300,160   269,360   137,413    90,991   204,026
              ----------------------------------------------------------
Gross profit  116,520   109,999    76,936    36,013    28,426    52,086
Selling,
 general and
 admin-
 istrative     60,841    57,928    44,213    27,179    19,404    41,597
Gain on 
 insurance
 settlement         -         -         -    (1,350)   (3,624)        -
Amortization
 of goodwill    1,520     1,520     1,613       884     1,863     4,463
Interest       18,380    18,920    19,406    11,289    25,786    59,719
              ----------------------------------------------------------
Income (loss)
 before income
 taxes and
 extra-
 ordinary 
 items         35,779    31,631    11,704    (1,989)  (15,003)  (53,693)
Provision 
 (benefit) for
 income taxes  13,774    12,829     4,501      (940)        -   (10,028)
             -----------------------------------------------------------
Income (loss)
 before extra-
 ordinary 
 items         22,005    18,802     7,203    (1,049)  (15,003)  (43,665)
Extraordinary 
 items - gain 
 from extin-
 guishment
 of debt            -         -         -         -   201,308         -
 - Loss from 
 repayment of 
 debt               -         -   (11,307)        -         -         -
             -----------------------------------------------------------
Net income
 (loss)      $ 22,005  $ 18,802  $ (4,104) $ (1,049) $186,305  $(43,665)
             ===========================================================

Per share
 data: (1)
Net income (loss)
 before
extraordinary 
 items       $   1.49  $   1.28  $   0.74  $ (0.16)
Net income 
 (loss)      $   1.49  $   1.28  $  (0.42) $ (0.16)

Weighted average
 shares out-
 standing      14,815    14,660     9,714    6,707



               Dec.      Dec.      Dec.      Jan.      June      Jan.
BALANCE         29,       30,       31,       1,        8,        3,
SHEET DATA     1995      1994      1993      1993      1992(2)   1992
              ---------------------------------------------------------
Working
 capital    $113,397  $ 94,354  $ 74,082  $ 53,480  $ 79,421  $  78,927
Total assets 399,815   363,451   326,545   302,259   323,563    453,105
Long-term 
 debt, net 
 of current 
 maturities, 
 and 
 redeemable
 preferred 
 stock       183,044   168,388   162,897   198,332   222,483    470,506
Common 
 shareholders'
 investment  128,901   106,894    88,047    18,951    20,000   (121,081)

__________
(1)  As the Company was a wholly-owned subsidiary of another company, 
     earnings per share are not meaningful for the periods prior to 
     June 8, 1992.  
(2)  In connection with the Company's June 8, 1992 Restructuring, the
     Company applied quasi-reorganization accounting procedures.    





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

Results of Operations
---------------------

     The following table sets forth selected information concerning the 
Company's results of operations for fiscal 1995, 1994 and 1993.  

                                               Fiscal Year
                                    ----------------------------------
                                      1995         1994         1993
                                    ----------------------------------
                                          (Dollars in millions)
Net sales:
     Hardwood Floors Division       $ 261.8       $ 244.0      $ 202.0
     Cabinet Division                 183.2         146.5        125.6
     Building Products Division        16.1          21.5         20.7
     Intracompany sales                (2.2)         (1.8)        (2.0)
                                    -------      --------     --------
          Total net sales             458.9         410.2        346.3
                                    ========     ========     ========

Gross profit                           116.5        110.0         76.9
Selling, general and 
     administrative expenses            60.8         57.9         44.2
Amortization of goodwill                 1.5          1.5          1.6
                                     -------      -------      -------
Operating income                    $   54.2     $   50.6     $   31.1
                                     =======      =======      =======

As a percent of net sales:
     Gross profit                       25.4%        26.8%        22.2%
     Selling, general and
          administrative expenses       13.2         14.1         12.8
     Operating income                   11.8         12.3          9.0

Fiscal Year 1995 Compared to Fiscal Year 1994
---------------------------------------------

     Record net sales for fiscal 1995 were $458.9 million, or 11.9% greater 
than the $410.2 million in net sales for fiscal 1994.  This was in spite of 
housing starts in 1995 being 7.8% lower.  Single-family starts were lower 
by 11.9%.  Remodeling expenditures were flat and existing home sales were 
down 3.4%.  Net sales for the Hardwood Floors Division increased 7.3% to 
$261.8 million from $244.0 million in the prior year.  Unit sales of 
hardwood flooring products were up almost 10%.  

     Cabinet Division net sales for 1995 were $183.2 million or an increase 
of 25.1% over 1994 net sales of $146.5 million.  This increase resulted 
primarily from an increase in unit sales of 12.2% and higher-priced mix of 
cabinets sold.  During 1995, we introduced many new Cabinet products, 
completely revitalized the kitchen cabinet product line, and increased the 
number of Company-operated distribution centers and the retail-remodeling 
showrooms.  Cabinet sales to the remodeling sector were $47 million, up 
20.5% over 1994.  We also had significant increased sales to the single-
family builder.  In the government sector, where we are one of three 
cabinet suppliers to the City Housing Authorities, our sales were up 30.9%.

     Net sales of the Building Products Division decreased 25.1% in 1995 to 
$16.1 million compared to $21.5 million in 1994.  The Company has decided 
to discontinue the sale of lumber which was a low-margin product and to 
consolidate the Building Products Division into the Cabinet Division.  

     Consolidated gross profit for fiscal 1995 was $116.5 million, or 25.4% 
of net sales, compared to $110.0 million, or 26.8% of net sales in fiscal 
1994.   A major factor in 1995 impacting gross margins was the incentive 
pricing and promotional programs which were designed to improve sales 
performance in the Hardwood Floors Division.  In 1995, the LIFO charge for 
lumber, primarily in the Hardwood Floors Division, was $0.5 million.  In 
1994, we had a LIFO benefit of $2.7 million, resulting in a net difference 
between the two years of $3.2 million.  

     Selling, general and administrative expenses were $60.8 million, or 
13.2% of net sales in fiscal 1995, compared to $57.9 million, or 14.1% of 
net sales in fiscal 1994.  

     Operating income was $54.2 million, or 11.8% of net sales in fiscal 
1995, compared to $50.6 million, or 12.3% of net sales in fiscal 1994.  

     Interest expense was $18.4 million in fiscal 1995, compared to $18.9 
million in fiscal 1994.  

     Net income for fiscal 1995 was $22.0 million, compared to $18.8 
million in fiscal 1994, an increase of 17% on a 11.9% increase in net 
sales.  

Fiscal Year 1994 Compared to Fiscal Year 1993
---------------------------------------------

     Net sales for fiscal 1994 were $410.2 million, or 18.4% greater than 
the $346.3 million in net sales for fiscal 1993.  Net sales for the 
Hardwood Floors Division increased 20.8% to $244.0 million from $202.0 
million in the prior year.  The increase in hardwood flooring sales 
resulted primarily from an increase in units sold.  The second half of 1994 
benefited from the sales generated by Premier Wood Floors which was 
acquired on July 1, 1994.  

     Cabinet Division net sales for 1994 were $146.5 million, or an 
increase of 16.7% over 1993 net sales of $125.6 million.  While unit sales 
increased by 2.7%, the major portion of the growth in sales was 
attributable to a more favorable mix of cabinets sold and to a lesser 
extent to price increases.  

     Net sales of the Building Products Division increased 3.9% in 1994 to 
$21.5 million, compared to $20.7 million in 1993.  

     Gross profit for fiscal 1994 was $110.0 million or 26.8% of net sales, 
compared to $76.9 million or 22.2% of net sales in fiscal 1993.  The 
improvement in gross profit resulted primarily from higher unit sales and 
to a lesser extent from increased prices.  Lower lumber costs in 1994 
compared to 1993 were also a significant factor.  In addition, the Company 
benefited from improved efficiency generated at the plants and in part from 
capital improvements in recent years to increase productivity.  

     Selling, general and administrative expenses were $57.9 million, or 
14.1% of net sales, in fiscal 1994, compared to $44.2 million, or 12.8% of 
net sales, in fiscal 1993.  The major portion of the increased expenses was 
higher spending levels for selling expense in the Hardwood Floors Division.  
These increased expenses were for consumer, co-op and trade advertising, 
display and trade show expenses and the expenses associated with the 
promotion of new products.  Administrative expenses were higher due to 
larger provisions for incentive bonuses and profit sharing plans in 
accordance with pre-set goals.  

     Operating income was $50.6 million, or 12.3% of net sales, in fiscal 
1994, compared to $31.1 million, or 9.0% of net sales in fiscal 1993.  
These improved results were generated by the improved performance in gross 
profit offset in part by higher levels of spending for selling, general and 
administrative expenses.  

     Interest expense was $18.9 million in fiscal 1994, compared to $19.4 
million in fiscal 1993.  

     Net income for fiscal 1994 was $18.8 million, compared to net income 
before an extraordinary item for fiscal 1993 of $7.2 million.  Higher net 
sales along with an increase in operating income accounted for this 
improvement.  



Liquidity And Capital Resources
-------------------------------

     In December 1995, the Company negotiated a bank credit facility ("New 
Credit Facility") which provides for up to $90 million of revolving credit 
loans for working capital and for letters of credit.  Availability of 
borrowings under the New Credit Facility is based upon a formula related to 
inventory and accounts receivable.  At December 29, 1995, there were no 
borrowings under this facility.  

     For the fiscal year ended December 29, 1995, cash increased by $7.7 
million.  Net cash provided by operating activities was $23.8 million, 
including $1.8 million received from the West Virginia Economic Development 
Authority representing the final phase of construction deposits for the 
Beverly, West Virginia plant expansion.  Cash of $16.1 million was used for 
additions to property, plant and equipment and long-term debt payments.  

     At December 29, 1995, the Company had working capital of $113.4 
million, or 28.4% of total assets, and $74.2 million of unused bank 
borrowing capacity.  

     The Company believes that borrowing availability under the New Credit 
Facility and cash generated form operations will be adequate to fund 
working capital requirements, debt service payments and any planned capital 
expenditures.  



Item 8.   Financial Statements and Supplementary Data
          -------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Triangle Pacific Corp.:  

     We have audited the accompanying consolidated balance sheets of 
Triangle Pacific Corp. and subsidiaries (a Delaware corporation) as of 
December 29, 1995, and December 30, 1994, and the related consolidated 
statements of operations, changes in shareholders' investment, and cash 
flows for the fiscal years ended December 29, 1995, December 30, 1994, and 
December 31, 1993.  These financial statements and the schedule referred to 
below, are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements and 
schedule based on our audits.  

     We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.  

     In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial position of 
Triangle Pacific Corp. and subsidiaries as of December 29, 1995, and 
December 30, 1994, and the results of their operations and their cash flows 
for the fiscal years ended December 29, 1995, December 30, 1994, and 
December 31, 1993, in conformity with general accepted accounting 
principles.  

     Our audits were made for the purpose of forming an opinion on the 
basic consolidated financial statements taken as a whole.  Schedule II is 
the responsibility of the Company's management and is presented for 
purposes of complying with the Securities and Exchange Commission's rules 
and is not part of the basic consolidated financial statements.  This 
schedule has been subjected to the auditing procedures applied in our 
audits of the basic consolidated financial statements and, in our opinion, 
fairly states in all material respects the financial data required to be 
set forth therein in relation to the basic consolidated financial 
statements taken as a whole.  




                                        Arthur Andersen LLP
Dallas, Texas
February 5, 1996












                     Triangle Pacific Corp. and Subsidiaries
                         Consolidated Balance Sheets
                               (In Thousands)

                                            December 29,    December 30,
                                               1995            1994     
                                            ------------    ------------

ASSETS

Current assets:

   Cash and cash equivalents                  $  32,581        $  24,906
   Receivables (net of allowances of 
    $2,588 and $2,491 respectively)              50,406           43,303
   Inventories                                   74,572           70,900
   Prepaid expenses                               4,735            3,934
                                               --------        ---------
          Total current assets                  162,294          143,043
                                               --------        ---------
Property, plant & equipment                                             
   Land                                          15,855           12,003
   Buildings                                     49,808           43,452
   Equipment, furniture & fixtures              110,719           79,568
                                               --------         --------
                                                176,382          135,023
Less:  accumulated depreciation                  30,540           21,110
                                               --------         --------
                                                145,842          113,913
Other assets:                                                           
   Goodwill                                      55,090           56,617
   Trademark                                     29,133           29,933
   Other                                          1,468           13,237
   Deferred financing costs                       5,988            6,708
                                               --------         --------
Total assets                                  $ 399,815        $ 363,451
                                               ========         ========

LIABILITIES AND SHAREHOLDERS' INVESTMENT

Current liabilities:
   Current portion of long-term debt          $   3,210        $   1,527
   Accounts payable                              17,086           17,723
   Accrued liabilities                           28,601           29,439
                                               --------         --------
          Total current liabilities              48,897           48,689
                                               --------         --------
Long-term debt, net of current portion          183,044          168,388
                                               --------         --------
Deferred income taxes                            38,973           39,480
                                               --------         --------
          Total liabilities                     270,914          256,557
                                               --------         --------
Shareholders' investment:  
   Common stock - $.01 par value,
     authorized shares - 30,000,000
     issued and outstanding shares -
     14,663,365 at December 29, 1995 
     and 14,662,609 at December 30, 1994            147              147
   Additional paid-in capital                    93,100           93,098
   Retained earnings                             35,654           13,649
                                                -------          -------
Total shareholders' investment                  128,901          106,894
                                                -------          -------
Total liabilities & shareholders' investment  $ 399,815        $ 363,451
                                                =======         ========



The accompanying notes to consolidated financial statements are an integral 
part of these balance sheets.  
                         Triangle Pacific Corp. and Subsidiaries
                          Consolidated Statements of Operations
                         (In Thousands, except per share amounts)

                                 Fiscal         Fiscal         Fiscal  
                                 Year           Year           Year   
                                 Ended          Ended          Ended   
                                 December 29,   December 30,   December 31,
                                   1995           1994           1993
                                 ------------------------------------------
Net Sales                        $ 458,868      $ 410,159      $ 346,296
                                  --------       --------       --------
Costs and expenses:
   Cost of sales                   342,348        300,160        269,360
   Selling, general and 
    administrative                  60,841         57,928         44,213
   Amortization of goodwill          1,520          1,520          1,613
   Interest                         18,380         18,920         19,406
                                  --------       --------       --------
                                   423,089        378,528        334,592
Income before income taxes 
  and extraordinary item            35,779         31,631         11,704
Provision for income taxes          13,774         12,829          4,501
                                  --------       --------       --------
Net income before 
  extraordinary item                22,005         18,802          7,203
Extraordinary item
   Loss from repayment of 
     debt, net of tax                    -              -        (11,307)
                                  --------       --------       --------
Net income (loss)                $  22,005      $  18,802      $  (4,104)
                                  ========       ========       ========

Per Share Data:
Net income 
   before extraordinary item     $    1.49      $    1.28      $    0.74
Net income (loss)                $    1.49      $    1.28      $   (0.42)
Weighted average shares 
   outstanding                      14,815         14,660          9,714






























The accompanying notes to consolidated financial statements are an integral 
part of these statements.  
                    Triangle Pacific Corp. and Subsidiaries
          Consolidated Statements of Changes in Shareholders' Investment
                                (In Thousands)

                                      Additional   Retained 
                            Common     Paid-In     Earnings
                             Stock     Capital    (Deficit)     Total
-----------------------------------------------------------------------
Balance, January 1, 1993    $   67    $ 19,933    $ (1,049)    $ 18,951

Net Loss                         -           -      (4,104)      (4,104)

Sale of Common Stock - net      79      73,121           -       73,200
------------------------------------------------------------------------
Balance, December 31, 1993  $  146    $ 93,054    $ (5,153)    $ 88,047

Net income                       -           -      18,802       18,802

Exercise of stock options        1          44           -           45
------------------------------------------------------------------------
Balance, December 30, 1994  $  147    $ 93,098    $ 13,649     $106,894

Net income                       -           -      22,005       22,005

Exercise of stock options        -           2           -            2
------------------------------------------------------------------------
Balance, December 29, 1995  $  147    $ 93,100    $ 35,654     $128,901
========================================================================









































The accompanying notes to consolidated financial statements are an integral 
part of these statements.
                          Triangle Pacific Corp. and Subsidiaries
                          Consolidated Statements of Cash Flows
                                    (In Thousands)

                             Fiscal           Fiscal           Fiscal
                             Year             Year             Year
                             Ended            Ended            Ended
                             December 29,     December 30,     December 31,
                               1995             1994             1993
---------------------------------------------------------------------------
Cash flows from
 operating activities:
    Net income (loss)        $ 22,005         $ 18,802         $ (4,104)
    Adjustments:
      Depreciation              9,439            8,217            7,929
      Deferred income taxes      (507)           2,163            2,680
      Amortization of 
        goodwill and trademark  2,320            2,320            2,413
      Amortization of 
        deferred financing
        costs                   1,432            1,432              536
      Amortization of 
        original issue
        discount                    -                -            1,037
      Extraordinary item            -                -           11,307
      Provision for doubtful
        accounts                  435              884              485
    Changes in assets and 
     liabilities:
      Receivables              (7,538)          (3,936)          (7,522)
      Inventories              (3,672)          (6,328)         (16,460)
      Prepaid expenses           (801)             364              982
      Accounts payable           (637)           4,238            1,502
      Accrued liabilities -
       other                     (197)           7,964            1,414
      Accrued liabilities -
       interest                  (641)           1,197            3,688
      Deferred compensation         -                -           (5,068)
      Other                       348             (278)           1,684
-----------------------------------------------------------------------
Net cash provided by operating
 activities                    21,986           37,039            2,503
-----------------------------------------------------------------------
Cash flows from investing 
 activities:
   Proceeds from sale of 
    property, plant and
    equipment                      10              913               34
   Additions to property, 
    plant and equipment       (11,624)         (12,217)          (7,636)
   Acquisition of Premier 
    Wood Floors                     -           (5,123)               -
   Construction deposits            -           (2,073)          (7,504)
-----------------------------------------------------------------------
Net cash used in investing
 activities                   (11,614)         (18,500)         (15,106)
-----------------------------------------------------------------------


                         Triangle Pacific Corp. and Subsidiaries
                         Consolidated Statements of Cash Flows (Cont'd)
                                    (In Thousands)

                             Fiscal           Fiscal           Fiscal
                             Year             Year             Year
                             Ended            Ended            Ended
                             December 29,     December 30,     December 31,
                               1995             1994             1993
---------------------------------------------------------------------------
Cash flows from financing 
 activities:
   Long-term debt borrowings        -            7,000              500
   Long-term debt payments     (3,767)          (1,449)         (10,332)
   Tranche I and II Note 
    payments                        -                -         (207,400)
   Refinancing costs             (712)             (14)         (14,860)
   Proceeds from senior 
    notes issued                    -                -          160,000
   Sale of common stock             -                -           79,398
   Exercise of stock options        2               45                -
   Reimbursement of 
    construction deposits       1,780                -            5,535
-----------------------------------------------------------------------
Net cash provided by (used in) 
 financing activities          (2,697)           5,582           12,841
-----------------------------------------------------------------------
Net increase in cash         $  7,675         $ 24,121         $    238
Cash and cash equivalents, 
 beginning of period           24,906              785              547
-----------------------------------------------------------------------
Cash and cash equivalents, 
 end of period               $ 32,581         $ 24,906         $    785
=======================================================================

Supplemental disclosures of cash flow information:
   Cash paid during the 
     period for:
       Interest (net of 
         amount capitalized) $ 18,603         $ 16,969         $ 14,667
       Income taxes            17,831            8,935               45




























The accompanying notes to consolidated financial statements are an integral 
part of these statements.  
Triangle Pacific Corp. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 - Nature of Operations and Summary of Significant Accounting 
Policies:  

     Triangle Pacific Corp. ("The Company") conducts its operations through 
a single business segment which consists of the manufacture and 
distribution of building products.  The Company through its Hardwood Floors 
Division produces hardwood flooring and through its Cabinet Division 
manufactures and distributes kitchen and bathroom cabinets.  The Company's 
products are used primarily in residential new construction and remodeling.  
The Hardwood Floors Division and the Cabinet Division accounted for 
approximately 57% and 40%, respectively, of the Company's revenues during 
1995.  The Company's products are sold throughout the U.S. and a portion of 
the Hardwood Floors products are sold worldwide.  

Basis of Consolidation:  

     The consolidated financial statements include the accounts of Triangle 
Pacific Corp. and its subsidiaries.  All intercompany balances and 
transactions have been eliminated.  The Company maintains its records on a 
52/53 week year.  

Cash and Cash Equivalents:  

     The Company considers all investments with an original maturity of 
less than three months to be cash equivalents.  All cash equivalents are 
investment grade such as U.S. Government or A-1 or better securities rated 
by Standard & Poor's Corporation.  

Inventories:

     Inventories are valued at the lower of cost or market.  The last-in, 
first-out (LIFO) method is used for certain lumber inventories and the 
first-in, first-out (FIFO) method is used for all other inventories.  
Inventories valued by the LIFO method were $21,154,000 at December 29, 1995 
and $20,870,000 at December 30, 1994.  Had all inventories been valued by 
the FIFO method, which approximates current cost, inventories would have 
been increased by $2,071,000 at December 29. 1995, and $2,069,000 at 
December 30, 1994.  Raw materials inventories include purchased parts and 
supplies to be used in manufactured products.  Work-in-process and finished 
goods inventories include material, labor and overhead costs incurred in 
the manufacturing process.  The major components of inventories are as 
follows:  

                               December 29,          December 30,
                                  1995                  1994
                               ----------------------------------
                                       (in thousands)
          Raw materials        $ 42,088             $ 39,092
          Work-in-process         3,625                3,640
          Finished goods         28,859               28,168
                                -------              -------
               Total           $ 74,572             $ 70,900
                                =======              =======

Property, Plant and Equipment:

     Property, plant and equipment are stated at fair value as of June 8, 
1992, when the Company successfully completed a capital restructuring, plus 
acquisition or construction costs subsequent thereto.  Expenditures for 
maintenance, repairs, renewals and improvements which do not extend the 
useful lives of assets are charged to appropriate expense accounts in the 
year incurred.  Upon disposition of an asset, cost and accumulated 
depreciation are removed from the accounts, and any gain or loss is 
included in the results of operations.  Depreciation and amortization are 
computed on the straight-line basis using the following estimated useful 
lives:  


          Buildings                              10 to 50 years
          Equipment, furniture and fixtures       3 to 22 years

     Amortization of leasehold improvements is provided over the terms of 
the leases or the useful lives of the assets, whichever is shorter.  For 
income tax purposes, all assets are depreciated under allowable tax 
depreciation methods.  

Intangible Assets:  

     The Company annually evaluates its carrying value and expected period 
of benefit of trademark and goodwill in relation to results of operations.  
In determining the recoverability of these assets, the Company analyzes its 
historical and future ability to generate earnings before interest and 
taxes using the non-discounted method.  Deferred financing costs are being 
amortized on the straight-line method over the lives of the related debt.  
The trademark and goodwill are being amortized over 40 years.  Accumulated 
amortization of trademark and goodwill is $2,867,000 and $5,537,000, 
respectively, at December 29, 1995, and $2,067,000 and $4,017,000, 
respectively, at December 30, 1994.  

Fair Value of Financial Instruments:  

     The Company's cash equivalents and long-term debt are recorded at 
cost, which approximates fair market value at December 29, 1995.  

Use of Estimates:  

     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities at 
the date of the financial statements and the reported amounts of revenues 
and expenses during the reporting period.  Actual results could differ from 
those estimates.  

New Accounting Standard:  

     The Company has not yet adopted the provisions of Statement of 
Financial Accounting Standards (SFAS) No. 121, "Accounting for the 
Impairment of Long-Lived Assets," which was issued in March 1995.  The 
Company will be required to adopt SFAS No. 121 during the first quarter of 
fiscal year 1996.  The Company does not believe the adoption of SFAS No. 
121 will have a material effect on the financial statements.  

Note 2 - Long-Term Debt:  

     Long-term debt consists of the following:

                                     December 29,       December 30,
                                       1995               1994
                                    -------------------------------
                                            (in thousands)
     Senior Notes, 10 1/2%
          due 8-1-2003              $ 160,000          $ 160,000
     Capitalized lease obligations     19,547                 68
     Mortgages payable                  6,707              9,847
                                     --------           --------
                                      186,254            169,915
     Less: Current portion
          of long-term debt            (3,210)            (1,527)
                                     --------           --------
                                    $ 183,044          $ 168,388
                                     ========           ========

     Letters of credit outstanding were $9.7 million at December 29, 1995, 
and $9.8 million at December 30, 1994, under a facility pursuant to which 
they can be renewed or replaced.  




Senior Notes:  

     The Senior Notes are senior unsecured obligations of the Company with 
an aggregate principal amount of $160 million.  The Senior Notes mature on 
August 1, 2003, and bear interest at an annual rate of 10 1/2%, payable in 
two equal semi-annual installments of $8,400,000 each, with each semi-
annual period deemed to have 180 days.  The Senior Notes were issued under 
an Indenture (the "Indenture") between the Company and a predecessor to 
Texas Commerce Bank National Association, as Trustee (the "Trustee").  The 
Senior Notes rank pari passu with all present and future senior 
indebtedness of the Company and senior to all present and future 
subordinated indebtedness of the Company.  However, because borrowings 
under the New Credit Facility are secured by inventory and accounts 
receivable of the Company and the proceeds thereof, the Senior Notes are 
effectively subordinated to such borrowings to the extent of such security 
interest.  

     The Senior Notes are not redeemable prior to August 1, 1998.  
Thereafter, the Senior Notes are redeemable at the option of the Company at 
redemption prices specified in the Indenture.  The Senior Notes are not 
subject to any mandatory sinking fund requirements.  

     Upon a "change of control" (as defined in the Indenture), the Company 
is required to offer to purchase all outstanding Senior Notes at 101% of 
the principal amount thereof, plus accrued interest to the date of 
repurchase.  In addition, the Company may be required to offer to purchase 
the Senior Notes at 100% of the principal amount plus accrued interest with 
the net cash proceeds of certain sales or other dispositions of assets.  

     The Indenture contains covenants which limit, among other things, the 
incurrence of additional indebtedness by the Company and its subsidiaries, 
the payment of dividends on, or the purchase of the capital stock of the 
Company ("Restricted Payments"), the creation of liens on the assets of the 
Company and its subsidiaries, the creation of certain restrictions on the 
payment of dividends and other distributions by the Company's subsidiaries, 
the issuance of preferred stock by the Company's subsidiaries, and certain 
mergers, sales of assets and transactions with affiliates.  

     Based on the Company's operations through December 29, 1995, the 
amount of Restricted Payments that the Company could make under the 
Indenture was $26,443,000.

     The Indenture specifies a number of events of default including, among 
others, the failure to make timely principal and interest payments or to 
perform the covenants contained therein.  The Indenture contains a cross-
default to other indebtedness of the Company aggregating more than 
$5,000,000 and certain customary bankruptcy and insolvency defaults.  Upon 
the occurrence of an event of default under the Indenture, the Trustee or 
the holders of not less than 25% in principal amount of the outstanding 
Senior Notes may declare all amounts thereunder immediately due and 
payable, except that such amounts automatically become immediately due and 
payable in the event of a bankruptcy or insolvency default.  

New Credit Facility:

     In December 1995, the Company entered into a New Credit Facility, 
which provides for up to $90 million of revolving loans for working capital 
and general corporate purposes and for letters of credit.  Availability of 
borrowings under the New Credit Facility is based upon a formula related to 
inventory and accounts receivable.  At December 29, 1995, the Company had 
no borrowings under the New Credit Facility and had $74.2 million of 
borrowing capacity under this facility.  Borrowings under the New Credit 
Facility bear interest at the agent's prime rate plus 0.375% (8.875% at 
December 29, 1995) or, at the Company's option, at certain alternate 
floating rates and is secured by a pledge of the Company's inventory and 
accounts receivable.  The New Credit Facility expires on December 21, 2000.  

     The New Credit Facility contains covenants which restrict, among other 
things, the incurrence of additional indebtedness and rental obligations by 
the Company and its subsidiaries, the payment of dividends and other 
distributions with respect to the capital stock of the Company, the 
creation of liens on the assets of the Company and its subsidiaries, the 
creation of certain restrictions on the payment of dividends and other 
distributions by the Company's subsidiaries, the making of investments and 
capital expenditures by the Company and its subsidiaries, the creation of 
new subsidiaries by the Company, and certain mergers, sales of assets and 
transactions with affiliates.  

     The New Credit Facility also contains certain financial covenants 
relating to the consolidated financial condition of the Company and its 
subsidiaries, including covenants relating to their net worth, the ratio of 
their earnings to their fixed charges, the ratio of their earnings to their 
interest expense, the ratio of their current assets to their current 
liabilities, and the ratio of their indebtedness to their total 
capitalization.  At December 29, 1995, the Company was in compliance with 
all financial covenants.  

     The New Credit Facility specifies a number of events of default 
including, among others, the failure to make timely payments of principal, 
fees, and interest, the failure to perform the covenants contained therein, 
the failure of representations and warranties to be true, the occurrence of 
a "change of control" (as defined in the New Credit Facility, to include, 
among other things, the ownership by any person or group of more than 25% 
(or, in case of The TCW Group, Inc. and its affiliates, 50%) of the total 
voting securities of the Company), and certain impairments of the security 
for the New Credit Facility.  The New Credit Facility also contains a 
cross-default to other indebtedness of the Company aggregating more than 
$2,000,000 and certain customary bankruptcy, insolvency and similar 
defaults.  Upon the occurrence of an event of default under the New Credit 
Facility, at least three of the lenders holding at least 60% in amount of 
the principal indebtedness outstanding under the New Credit Facility may 
declare all amounts thereunder immediately due and payable, except that 
such amounts automatically become immediately due and payable in the event 
of certain bankruptcy, insolvency or similar defaults.  

     The New Credit Facility generally prohibits the Company from prepaying 
in excess of $50.0 million of the Senior Notes whether the prepayment would 
result from the redemption of the Senior Notes, an offer by the Company to 
purchase the Senior Notes following a change of control or a sale or other 
disposition of assets, or the acceleration of the due date for payment of 
the Senior Notes.  

Capitalized Lease Obligations:  

     During the fourth quarter of 1995, the operating lease agreement 
relating to the Company's Beverly, West Virginia, plant and related 
equipment was amended to allow for a purchase option of $1 until 2018.  As 
a result, the Company recorded the present value of the remaining future 
minimum lease payments of $19.5 million as a capitalized lease asset and 
related capitalized lease obligation.  In addition, certain related lease 
assets of $9.7 million were reclassified from other long-term assets to 
property, plant and equipment.    

Mortgages Payable:  

     Mortgages payable represent primarily various Industrial Revenue Bond 
(IRB) notes.  In June 1994, the Company entered into an industrial revenue 
financing agreement in the amount of $7,000,000 with Mississippi Business 
Finance Corp., a public corporation in Mississippi, to finance the 
expansion of the Bruce Hardwood Floors plant in Port Gibson, Mississippi.  
The funds required were provided by a bank term loan which matures on June 
28, 2001.  Collateral for the loan is the plant and equipment at Port 
Gibson, Mississippi.  The IRB notes vary in interest rates.  At December 
29, 1995, the interest rates ranged up to 7.88%, and at December 30, 1994, 
the rates ranged up to 9.0%.  

     These notes are payable through 2001 and are collateralized by the 
related underlying assets.  






     Maturities for all long-term debt are as follows:

                                   (in thousands)
               1996                 $     3,210
               1997                       2,452
               1998                       2,410
               1999                       2,450
               2000                       5,005
               Thereafter               170,727
                                     ----------
                    Total           $   186,254
                                     ==========

Note 3 - Income Taxes:

     The components of the deferred tax liability and asset are as follows:

                                        December 29,      December 30,
                                           1995              1994
                                        ------------------------------
                                              (in thousands)
Deferred Tax Liability:
     Property, plant and equipment     $ 24,229           $ 22,511
     Trademark                           11,449             11,764
     Other                                7,250              8,527
                                        -------            -------
          Total                        $ 42,928           $ 42,802
                                        =======            =======
Deferred Tax Asset:
     Other                             $  3,955           $  3,322
                                        -------            -------
     Total                             $  3,955           $  3,322
                                        =======            =======

     The provision (benefit) for income taxes consists of the following:

                        Fiscal year      Fiscal year      Fiscal year
                          ended            ended            ended
                        December 29,     December 30,     December 31,
                           1995             1994             1993
                        ----------------------------------------------
                                      (in thousands)
     Current:
       Federal           $ 12,006         $ 10,015         $     168
       State and local      1,689              651                 -
                          -------          -------          --------
                         $ 13,695         $ 10,666         $     168
                          =======          =======          ========
     Deferred:
       Federal           $     22         $  1,926         $   3,841
       State and local         57              237               492
                          -------          -------          --------
                         $     79         $  2,163         $   4,333
                          -------          -------          --------
          Subtotal       $ 13,774         $ 12,829         $   4,501
                          =======          =======          ========

     Extraordinary benefit:
       Federal           $      -         $      -         $  (6,251)
       State and local          -                -              (768)
                          -------          -------           -------
                         $      -         $      -         $  (7,019)
                          -------          -------          --------
          Total          $ 13,774         $ 12,829         $  (2,518)
                          =======          =======          ========

The effective tax rate for the periods ending December 29, 1995, December 
30, 1994 and December 31, 1993 was 38.5%, 40.6%, and 38.5% of pre-tax 
income, respectively.  The factors causing the rate to vary from the U.S. 
Federal Statutory rate are as follows:

                            Fiscal year    Fiscal year    Fiscal year
                              ended          ended          ended
                            December 29,   December 30,   December 31,
                               1995           1994           1993
                            ------------------------------------------
                                         (in thousands)
     Computed (expected) 
       tax provision        $ 12,522       $ 11,059       $  4,097
     Increase (decrease)
       from:
       State and local 
         taxes                 1,155          1,359            503
       Amortization of 
         goodwill                532            597            634
       Foreign sales            (292)             -              -
       Other book to tax 
         differences, net       (143)          (186)          (733)
                             -------        -------        -------
       Total                $ 13,774       $ 12,829       $  4,501
                             =======        =======        =======

Note 4 - Operating Lease Commitments:  

     The Company rents certain real estate and equipment under leases 
expiring at various dates to 2008.  Several leases include options for 
renewal or purchase and contain clauses for payment of real estate taxes 
and insurance.  In most cases, management expects that in the normal course 
of business, leases will be renewed or replaced by other leases.  

     The following is a summary of minimum future rental payments required 
under operating leases that have initial non-cancelable lease terms in 
excess of one year:  

                              (in thousands)
               1996               $   2,036
               1997                   1,711
               1998                   1,110
               1999                     485
               2000                     197
                                   --------
                    Total         $   5,539
                                   ========

     Rental expense for operating leases amounted to $8,335,000, $7,704,000 
and $6,309,000 for the fiscal years ended December 29, 1995, December 30, 
1994 and December 31, 1993, respectively.  

Note 5 - Employee Benefit Plans:  

Pension and Profit Sharing Plans:  

     The Company sponsors several defined benefit pension plans and is 
required to contribute to several labor union-related defined contribution 
plans.  Total pension expense was $1,114,000, $991,000 and $967,000 for the 
fiscal years ended December 29, 1995, December 30, 1994 and December 31, 
1993, respectively, including $538,000, $419,000 and $481,000, 
respectively, for defined benefit plans, which includes amortization of 
prior service costs over the estimated average remaining service period of 
active employees.  The Company does not have any requirement to provide 
life or health insurance coverage for retired employees.  



     The following table sets forth the defined benefit pension plans' 
funded status at December 29, 1995, and December 30, 1994.  

                                             Fiscal Years Ended
                                       ---------------------------------
                                       December 29,         December 30,
                                          1995                 1994
                                       ------------         ------------
                                                (in thousands)
     Actuarial present value 
          of benefit obligation:
               Vested                  $   9,409            $   9,011
               Non-vested                    463                  426
                                        --------             --------
     Accumulated and projected
          benefit obligation               9,872                9,437
     Plan assets at fair value             9,129                8,276
                                        --------             --------
     Projected benefit
          obligation in excess
          of plan assets                    (743)              (1,161)
     Unrecognized prior service
          costs                               84                  143
     Unrecognized net loss from
          past experience different
          from that assumed and
          effects of changes in
          assumptions                      1,492                1,684
     Adjustment to recognize
          minimum liability               (1,435)              (1,762)
                                        --------             --------
     Accrued pension expense           $    (602)           $  (1,096)
                                        ========             ========

     Net periodic pension costs for defined benefit pension plans for the 
fiscal years ended December 29, 1995, December 30, 1994, and December 31, 
1993, include the following components:  

                               Fiscal year    Fiscal year    Fiscal year 
                                 ended          ended          ended
                               December 29,   December 30,   December 31,
                                  1995           1994           1993
                               ------------------------------------------
                                            (in thousands)
     Service cost-benefits
         earned during the
         period                $      271     $      267     $      258
     Interest cost on
         projected benefit
         obligation                   779            735            696
     Actual return on plan
         assets                      (825)           106           (872)
     Net amortization and
         deferral                     313           (689)           399
                                ---------      ---------      ---------
     Net periodic pension
         cost                  $      538     $      419     $      481
                                =========      =========      =========

     A weighted average discount rate of 8.5% was used in 1995, 1994 and 
1993 to determine the benefit obligations of the Company's defined benefit 
pension plans.  The plans do not provide for future compensation increases 
in calculating benefit obligations as the benefits do not derive from 
compensation levels but from length of service.  The plans' assets are 
invested in a diversified portfolio of common stocks and fixed income 
securities.  The expected long-term rate of return on plan assets was 8.0% 
in 1995, 1994 and 1993.  

     The Company has a profit sharing plan for salaried employees, and a 
supplemental profit sharing plan for certain salaried employees to which 
contributions are made at the discretion of its Board of Directors as long 
as the Company has met specified financial goals.  The fiscal 1995, 1994 
and 1993 contributions were $1,245,450, $1,255,385 and $500,000, 
respectively.  

Long-Term Incentive Plans:  

     In June 1993, the Company adopted the Triangle Pacific Corp. Long-Term 
Incentive Compensation Plan, which authorized grants of various incentive 
awards to all regular salaried full-time officers and key employees of the 
Company.  There are 1,000,000 shares of common stock reserved for this 
plan.  In February and March 1994, stock options were granted for 551,300 
shares at 100% of fair market value at the date of grant.  These options 
expire in 10 years.  Also granted in February 1994 were 28,200 stock bonus 
shares and $425,517 in deferred cash bonuses.  These awards vested 25% at 
the date of grant and will vest 25% each year thereafter, with the vested 
amount payable on the third anniversary of the date of grant.  

     In 1994, the Company established a performance-based cash incentive 
plan for officers and other key employees to make annual bonus awards based 
upon pre-established criteria which were approved by the Board of 
Directors.  The expense was $2,287,000 in 1995 and $1,780,000 in 1994.  In 
1993, the Company awarded $744,000 in cash bonuses to the same group of 
officers and key employees under a discretionary bonus arrangement.  

Stock Option Plan:  

     During 1992, in connection with the Company's restructuring, certain 
members of management received options for 201,007 shares of common stock 
pursuant to a Stock Option Plan which was adopted by the Board of Directors 
of the Company.  The management options are exercisable at a price of $2.99 
per share.  The exercisability of the management options is tied to the 
achievement of certain levels of operating income.  Twenty percent of the 
management options will become exercisable in any fiscal year in which the 
Company meets the annual target for such fiscal year.  

     For the years ended December 29, 1995, December 30, 1994, December 31, 
1993, and January 1, 1993, twenty percent each year became exercisable.  In 
addition, if the Company fails to meet the annual target in any fiscal year 
but meets the cumulative target in such fiscal year or any subsequent 
fiscal year, the management options for such fiscal year and all prior 
fiscal years will become exercisable if they had not previously become 
exercisable.  

Non-Employee Director Stock Option Plan:  

     In June 1993, the Company adopted a Non-Employee Director Stock Option 
Plan for up to 50,000 shares of common stock.  Options have been granted to 
six non-employee directors for an aggregate of 30,000 shares, with option 
prices at 100% of fair market value at the date of grant.  These options 
are currently exercisable and generally expire 10 years from the date of 
grant.  

Post-retirement and Post-employment Benefits:  

     The Company, as of December 29, 1995, does not provide post-retirement 
medical benefits or any post-employment benefits other than those 
previously discussed.  

Note 6 - 1993 Recapitalization:  

     The Company filed in 1993 two registration statements with the 
Securities and Exchange Commission and sold to the public 7,939,750 shares 
of the Company's common stock and $160 million aggregate principal amount 
of 10 1/2% Senior Notes due 2003 ("the Offerings").  The net proceeds of 
the Offerings together with borrowings under a new $90 million bank credit 
facility were used (i) to repay the entire unpaid balance under the 
Company's previously existing senior debt financing agreements, redeem 
certain previously outstanding debentures and pay related accrued interest, 
for a total of approximately $227 million, and (ii) for working capital and 
general corporate purposes.  As a result of this repayment of debt, the 
Company incurred an extraordinary loss of $11.3 million, net of tax, as a 
result of the original issue discount on certain of the repaid notes as 
well as the premium required to redeem the debentures.  

     On June 14, 1993, the Company's Board of Directors approved a 
reclassification pursuant to which each share of Series A Common Stock was 
changed and converted into .67 of a share of common stock.  The transaction 
became effective upon completion of the Offerings described above and has 
been reflected retroactively in the accompanying consolidated financial 
statements.  

Note 7 - Accrued Liabilities:  

     Amounts included in accrued liabilities are as follows:  

                                         December 29,       December 30,
                                            1995               1994
                                         ------------------------------
                                                 (in thousands)
          Payroll                        $   5,827          $   5,342
          Pension and profit sharing         2,295              3,360
          Taxes                              3,224              3,974
          Insurance                          5,149              4,712
          Interest                           7,179              7,819
          Other                              4,927              4,232
                                          --------           --------
               Total                     $  28,601          $  29,439
                                          ========           ========

Note 8 - Supplementary Quarterly Financial Data (unaudited):  

                   (In thousands, except per share amounts)

                                                                  Net
                                                                  Income
                       Net            Gross         Net           Per
     Quarters          Sales          Profit        Income        Share
-------------------------------------------------------------------------
     1995
     First Quarter    $ 107,192      $ 27,932      $  4,534      $  0.31
     Second Quarter     116,609        30,807         6,461         0.44
     Third Quarter      115,738        27,941         5,379         0.36
     Fourth Quarter     119,329        29,840         5,631         0.38

     1994
     First Quarter    $  90,710      $ 22,083      $  2,142      $  0.15
     Second Quarter     106,918        29,447         5,860         0.40
     Third Quarter      104,236        28,176         5,217         0.35
     Fourth Quarter     108,295        30,293         5,583         0.38



                                PART III

Item 10.  Directors and Executive Officers of the Company
          -----------------------------------------------

     The section entitled "Election of Directors" appearing in the 
definitive proxy statement of the Registrant for the annual meeting of 
shareholders to be held on May 1, 1996 sets forth certain information 
regarding the directors and is incorporated herein by reference.  The 
section entitled "Executive Compensation-Compliance with Section 16(a) of 
the Exchange Act" appearing in the definitive proxy statement of the 
Registrant for the annual meeting of shareholders to be held on May 1, 1996 
sets forth certain information regarding reporting under Section 16 of the 
Securities Exchange Act of 1934, as amended, and is incorporated herein by 
reference.  Certain information with respect to the executive officers of 
the Registrant is set forth in Part I of this Form 10-K under the caption 
"Executive Officers of the Company."  

Item 11.  Executive Compensation
          ----------------------

     Information regarding the compensation of management is contained in 
the definitive proxy statement of the Registrant for the annual meeting of 
shareholders to be held on May 1, 1996, under the caption "Executive 
Compensation" and, except for the report of the compensation committee of 
the Board of Directors and the information contained under the caption 
"Performance Graph," is incorporated herein by reference.  

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

     Information regarding ownership of the Company's Common Stock is 
contained in the definitive proxy statement of the Registrant for the 
annual meeting of shareholders to be held on May 1, 1996, under the 
captions "Security Ownership of Certain Beneficial Owners" and "Security 
Ownership of Management" and is incorporated herein by reference.  

Item 13.   Certain Relationships and Related Transactions
           ----------------------------------------------

     None



                                     PART IV

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

     (a)(1) Financial Statements

            Included in Part II of this report.

            -    Report of independent public accountants

            -    Consolidated balance sheets as of December 29, 1995 and
                 December 30, 1994.

            -    Consolidated statements of operations for the fiscal 
                 years ended December 29, 1995, December 30, 1994 and 
                 December 31, 1993. 

            -    Consolidated statements of changes in shareholders' 
                 investment for the fiscal years ended December 29, 1995,
                 December 30, 1994 and December 31, 1993.  

            -    Consolidated statements of cash flows for the fiscal 
                 years ended December 29, 1995, December 30, 1994 and 
                 December 31, 1993.  

            -    Notes to consolidated financial statements.  

     (a)(2) Financial Statement Schedules

            Included in Part IV of this report:  

            For the fiscal years ended December 29, 1995, December 30, 1994 
            and December 31, 1993.

            -    Schedule II - Valuation and qualifying accounts 
                 and reserves.  

            Information required by other schedules called for under 
            Regulation S-X is either not applicable or is included in 
            the consolidated financial statements or notes thereto.  

     (a)(3) Exhibits
            --------

            The information required by this Item 14(a)(3) is set forth 
            in the Index to Exhibits in item 14(c) of this annual report on 
            form 10-K.  

     (b)    Reports on Form 8-K
            -------------------

            No reports on Form 8-K were filed during the fourth quarter 
            of the year ended December 29, 1995.  


     (c)    Exhibits
            --------

      3.1     -    Restated Certificate of Incorporation of the
                   Registrant (incorporated herein by reference to 
                   Exhibit 3.1 to the Registrant's Form 10-K for the 
                   fiscal year ended December 31, 1993).  

      3.2     -    Amended and Restated Bylaws of the Registrant 
                   (incorporated herein by reference to Exhibit 3.2 to 
                   the Registrant's Form 10-K for the fiscal year ended 
                   December 31, 1993).  

      4.1     -    Form of 10 1/2% Senior Notes due 2003 (incorporated 
                   herein by reference to Exhibit 4.2 to the 
                   Registrant's Form 10-K for the fiscal year ended 
                   December 31,1993).  

      4.2     -    Indenture governing 10 1/2% Senior Notes due 2003 
                   (incorporated herein by reference to Exhibit 4.2 to 
                   the Registrant's Form 10-K for the fiscal year ended 
                   December 31, 1993).  

      4.3     -    Credit Agreement dated as of August 4, 1993, as 
                   amended, among the Registrant, the Lenders listed 
                   therein and CitiCorp USA, Inc., as the Co-Agent for 
                   the Lenders, and the Bank of Nova Scotia, as the 
                   Agent for the Lenders (the "Credit Agreement") 
                   (incorporated herein by reference to Exhibit 4.4 to 
                   the Registrant's Registration Statement on Form S-1 
                   (Registration No. 33-64530)).  

      4.4     -    Amendment No. 4 to the Credit Agreement dated as of 
                   December 2, 1994.  

      4.5     -    Amendment No. 6 to the Credit Agreement dated as of 
                   December 21, 1995.  

     10.1     -    Registration Rights Agreement, dated as of June 5, 
                   1992 by and among the Registrant and the Persons 
                   listed therein (incorporated herein by reference to 
                   Exhibit 10.1 to the Registrant's Registration 
                   Statement on Form S-1 (Registration No. 33-50724)).  

     10.2     -    Lenders' Equity Agreement dated as of June 5, 1992 by 
                   and among the Registrant and the Banks and other 
                   financial institutions listed herein (incorporated 
                   herein by reference to Exhibit 10.2 to the 
                   Registrant's Registration Statement on Form S-1 
                   (Registration No. 33-50724)).  

     10.3     -    ESJ Exchange Agreement dated as of June 5, 1992 by 
                   and among the Registrant, TPC Holding Corp. and the 
                   ESJ Entities (incorporated herein by reference to 
                   Exhibit 10.3 to the Registrant's Registration 
                   Statement on Form S-1 (Registration No. 33-50724)).  

     10.4*    -    Management Equity Agreement dated as of June 5, 1992 
                   by and among the Registrant and the individuals 
                   listed therein, and including a form of the Triangle 
                   Pacific Corp. Stock Option Plan (incorporated herein 
                   by reference to Exhibit 10.4 to the Registrant's 
                   Registration Statement on Form S-1 (Registration No. 
                   33-50724)).  

     10.5*    -    Form of Amended and Restated Employment Agreement 
                   dated as of March 8, 1995 between the Company and the 
                   individuals named on Schedule 1 thereto.  

     10.6*    -    Form of Employment Agreement dated as of March 8, 
                   1995 between the Company and the individuals named on 
                   Schedule 1 thereto.  

     10.7*    -    Salaried Employees Profit Sharing Plan (as restated 
                   January 1, 1993) of the Registrant

     10.8*    -    Annual Cash Incentive Bonus System of the Registrant 
                   for Officers and Managers.

     10.9*    -    Form of Stock Option Plan of the Registrant 
                   (incorporated herein by reference to Exhibit 10.12 to 
                   the Registrant's Registration Statement on Form S-1 
                   (Registration No. 33-64530)).  

     10.10*   -    Form of Stock Option Agreement of the Registrant 
                   (incorporated herein by reference to Exhibit 10.13 to 
                   the Registrant's Registration Statement on From S-1 
                   (Registration No. 33-64530)).  

     10.11    -    Lease dated as of June 1, 1988 by and between West 
                   Virginia Jobs and Development Corporation and 
                   Registrant (incorporated herein by reference to 
                   Exhibit 10.11 to the Registrant's Registration 
                   Statement on Form S-1 (Registration No. 33-50724)).  

     10.12    -    Amendment to lease effective as of April 14, 1989 by 
                   and between West Virginia Jobs and Development 
                   Corporation and the Registrant (incorporated herein 
                   by reference to Exhibit 10.15 to the Registrant's 
                   Registration Statement on Form S-1 (Registration No. 
                   33-64530)).  

     10.13    -    Second Amendment to lease effective as of November 1, 
                   1991 by and between West Virginia Economic 
                   Development Authority, as successor to West Virginia 
                   Jobs and Development Corporation, and the Registrant 
                   (incorporated herein by reference to Exhibit 10.16 to 
                   the Registrant's Registration Statement on Form S-1 
                   (Registration No. 33-64530)).  

     10.14    -    Third Amendment to lease effective as of March 10, 
                   1993 by and between West Virginia Economic 
                   Development Authority, as successor to West Virginia 
                   Jobs and Development Corporation, and the Registrant 
                   (incorporated herein by reference to Exhibit 10.17 to 
                   the Registrant's Registration Statement on Forms S-1 
                   (Registration No. 33-64530)).  

     10.15    -    Fourth amendment to lease effective as of September 22, 
                   1995 by and between West Virginia Economic Development 
                   Authority, as successor to West Virginia Jobs and 
                   Development Corporation, and the Registrant.  

     10.16*   -    Triangle Pacific Corp. 1993 Long-Term Incentive 
                   Compensation Plan (incorporated herein by reference 
                   to Exhibit 10.18 to the Registrant's Registration 
                   Statement on Form S-1 (Registration No. 33-64530)).  

     10.17*   -    Triangle Pacific Corp. Nonemployee Director Stock 
                   Option Plan (incorporated herein by reference to 
                   Exhibit 10.19 to the Registrant's Registration 
                   Statement on Form S-1 (Registration No. 33-64530)).  

     10.18    -    Form of Indemnity Agreement between the Registrant 
                   and each of its directors and executive officers 
                   (incorporated herein by reference to Exhibit 10.20 to 
                   the Registrant's Registration Statement on Form S-1 
                   (Registration No. 33-64530)).  

     10.19*   -    Supplemental Profit Sharing and Deferred Compensation 
                   Plan of the Registrant.  

     11.1     -    Statement re computation of per share earnings

     23.1     -    Consent of Arthur Andersen LLP

     27.1     -    Financial Data Schedule.

--------------
*    Management contract or compensatory plan or arrangement required to 
be filed as an exhibit hereto.  






                              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, thereto duly 
authorized.  

                                          TRIANGLE PACIFIC CORP.

                                    By:   /s/ Floyd F. Sherman     
                                        ---------------------------
                                          Floyd F. Sherman
                                          Chairman of the Board and
                                          Chief Executive Officer

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


 /s/ Floyd F. Sherman         Chairman of the Board     March 22, 1996
----------------------------  and Chief Executive Officer
   Floyd F. Sherman           (Principal Executive Officer)


 /s/ M. Joseph McHugh         Director and President    March 22, 1996
----------------------------
   M. Joseph McHugh


 /s/ Robert J. Symon          Executive Vice President  March 22, 1996
----------------------------  Treasurer and Chief 
   Robert J. Symon            Financial Officer
                             (Principal Financial & Accounting Officer)

 /s/ B. William Bonnivier     Director                  March 22, 1996
----------------------------
   B. William Bonnivier


 /s/ Charles M. Hansen, Jr.   Director                  March 26, 1996
----------------------------
   Charles M. Hansen, Jr.


 /s/ David R. Henkel          Director                  March 26, 1996
----------------------------
   David R. Henkel


 /s/ Jack L. McDonald         Director                  March 26, 1996
----------------------------
   Jack L. McDonald


 /s/ Carson R. McKissick      Director                  March 26, 1996
----------------------------
   Carson R. McKissick


 /s/ Karen Gordon Mills       Director                  March 26, 1996
----------------------------
   Karen Gordon Mills


                                                             SCHEDULE II
                                                             -----------


              TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
              ---------------------------------------
                     VALUATION AND QUALIFYING
                     ------------------------
                      ACCOUNTS AND RESERVES
                      ---------------------
                            (in thousands)

Column A            Column B      Column C      Column D      Column E 
--------            --------      --------      --------      --------

                                  Additions                            
                    Balance at    charged to                  Balance  
                    beginning     costs and                   at end of
Classifications      of period    expenses    Deductions (1)  period   
-----------------------------------------------------------------------
Fiscal Year ended                                                     
 December 31, 1993:                                                    
  Reserve for   
   doubtful accounts                                                  
   and returns and
   and allowances    $   5,098    $     485    $   2,260    $   3,323 
                     =================================================
Fiscal Year ended                                                     
 December 30, 1994:                                                   
  Reserve for   
   doubtful accounts                                                  
   and returns and
   and allowances    $   3,323    $     884    $   1,716    $   2,491 
                     =================================================
Fiscal Year ended                                                     
 December 29, 1995:                                                   
  Reserve for   
   doubtful accounts                                                  
   and returns and
   and allowances    $   2,491    $     435    $     338    $   2,588 
                     =================================================

(1)	Write-offs of specific accounts, net of recoveries.  





                                                            Exhibit 11.1
                                                            ------------

                           TRIANGLE PACIFIC CORP.
                    COMPUTATION OF NET INCOME PER SHARE

                                          Fiscal Years Ended
                            ----------------------------------------------
                            December 29,     December 30,     December 31,
                               1995             1994             1993
                            ------------     ------------     ------------
Net Income (loss)           $ 22,005,000     $ 18,802,000     $ (4,104,000)
                            ============     ============     ============

Shares outstanding
 beginning of period          14,662,609       14,647,607        6,707,861

Weighted average number
 of shares issued from
 sale of common stock                  -                -        3,006,035

Weighted average number
 of shares issued from
 exercise of stock options           567           12,182                -
                             -----------     ------------     ------------
Weighted average number
 of shares outstanding        14,663,176       14,659,789        9,713,896

Shares issuable from assumed
 exercise of stock options,
 reduced by the number of
 shares which could have
 been purchased with the
 proceeds from exercise of
 such options                    151,884                -                -
                            ------------     ------------     ------------

Weighted average number
 of shares outstanding as
 adjusted                     14,815,060       14,659,789        9,713,896
                            ============     ============     ============

Primary income per common
 and common equivalent
 share                      $       1.49     $       1.28     $      (0.42)
                            ============     ============     ============

Assuming full dilution:

Weighted average number
 of shares outstanding        14,663,176       14,659,789        9,713,896

Shares issuable from
 assumed exercise of 
 stock options reduced
 by the number of shares
 which could have been
 purchased with the
 proceeds from exercise
 of such options                 215,817                -                -
                             -----------      -----------      -----------

Weighted average number
 of shares outstanding as
 adjusted                     14,878,993       14,659,789        9,713,896
                            ============     ============     ============

Fully diluted income per
 common and common
 equivalent share           $       1.48     $       1.28     $      (0.42)
                            ============     ============     ============

                                                            Exhibit 23.1
                                                            ------------




              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the 
incorporation of our report included in this Form 10-K into the 
Company's previously filed Registration Statement Files Nos. 33-69682, 
33-69684 and 33-50724.  




                                     ARTHUR ANDERSEN LLP

Dallas, Texas
 March , 199