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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON  D.C. 20549



                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                            (Amendment No.        )*
                                          --------
                                Culp Incorporated
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                                     Common
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   230215-10-5
                   ------------------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                            Page 1 of 6 pages


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CUSIP NO.    230215-10-5               13G                    Page 2 of 6 pages



- -------------------------------------------------------------------------------
 1 NAME OF REPORTING PERSON S.S. or I.R.S.
   IDENTIFICATION NO. OF ABOVE PERSON
   First Bank System Inc.
   601 2nd Ave. South
   Minneapolis, MN  55402-4302
   Tax I.D. No.:  41-0255900
- -------------------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a) / /
                                                              (b) / /


- -------------------------------------------------------------------------------
 3 SEC USE ONLY



- -------------------------------------------------------------------------------
 4 CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware, U.S.A.

- -------------------------------------------------------------------------------
                              5  SOLE VOTING POWER
  NUMBER OF                                               425,390
   SHARES                     -------------------------------------------------
BENEFICIALLY                  6  SHARED VOTING POWER
   OWNED BY                                                0
    EACH                      -------------------------------------------------
  REPORTING                   7  SOLE DISPOSITIVE POWER
   PERSON                                                 417,690
    WITH                      -------------------------------------------------
                              8  SHARED DISPOSITIVE POWER
                                                          0
- -------------------------------------------------------------------------------
 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                          425,390

- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                                                          5.78%

- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*

   H.C.

- -------------------------------------------------------------------------------



                       SEE INSTRUCTION BEFORE FILLING OUT!


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                                                               Page 3 of 6 pages

ITEM 1

     a.   NAME OF ISSUER:

          Culp Incorporated

     b.   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

          Culp Incorporated
          101 South Main Street
          P. O. Box 2686
          High Point, NC  27261-2686

ITEM 2

     a.   NAME OF PERSON FILING:

          First Bank System, Inc.

     b.   ADDRESS OF PERSON'S FILING PRINCIPAL EXECUTIVE OFFICES:

          601 2nd Ave South
          Minneapolis, MN  55402-4302
          United States

     c.   TITLE OF CLASS OF SECURITIES:

          COMMON

     d.   CUSIP NUMBER:

          230215-10-5

ITEM 3

          The person filing this statement is a:
          (g) [x] Parent Holding Company

ITEM 4

     OWNERSHIP:

     a.   Amount beneficially owned:                                    425,390
     b.   Percentage of Class:                                            5.78%
     c.   Number of shares as to which such person has:

          1.   Sole power to vote or direct the vote:                   425,390
          2.   Shared power to vote or direct vote:                           0
          3.   Sole power to dispose or direct the disposition:         417,690
          4.   Shared power to dispose or direct the disposition:             0

ITEM 5

     OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS:  (    )


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                                                                    Page 4 of 6

ITEM 6

     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

     Other persons have the right to receive or the power to direct the receipt
     of, dividend from, or the proceeds from the sale of, such securities. To
     our knowledge no interest of any such person relates to more than 5% of
     the class.

ITEM 7

     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE SUBSIDIARY WHICH
     ACQUIRED THE SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY

     See Exhibit A

ITEM 8

     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

     Not Applicable

ITEM 9

     NOTICE OF DISSOLUTION OF GROUP:

     Not Applicable

ITEM 10

     CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.


                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.


Dated:  February 10, 1994



/s/Bruce L. Wilson
- -----------------------------------
Bruce L. Wilson
Vice President


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                                                                    Page 5 of 6

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                                    EXHIBIT A

The Schedule to which this attachment is appended is filed on behalf of the
following subsidiary or subsidiaries listed below, which are classified as
banks for the purposes of 17 CFR 140.13d-1 (b) (ii) (B).

     First Bank National Association         First Bank of South Dakota
     601 2nd Ave South                       (National Association)
     Minneapolis, Minnesota 55402-4302       141 North Main Avenue
                                             Sioux Falls, So. Dakota 57117



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                                                                    Page 6 of 6

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                             EXHIBIT B - DISCLAIMER

Information on the attached Schedule 13G is provided solely for the purpose of
complying with Section 13(d) and 13(g) of the Securities Exchange Act of 1934
and Regulations promulgated under authority thereof and is not intended as an
admission that First Bank System, Inc. or any of its subsidiaries, is a
beneficial owner of the securities described herein for any other purpose
(including without limitation for purposes of the Minnesota Control Share
Acquisition Act).



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