UNIFI, INC.
  
                          561,873 SHARES
  
                           COMMON STOCK
  
                                           
  
    This Prospectus relates to the registration of 561,873 shares
  (the "Shares") of Common Stock (the "Common Stock") of Unifi,
  Inc. ("Unifi" or the "Company").  The Shares may be offered and
  sold from time to time for the account of certain shareholders of
  the Company (the "Selling Shareholders").  The Shares were issued
  to the Selling Shareholders in a private placement made in
  connection with the acquisition by the Company of SI Holding
  Company ("SI Holding").  The Shares may be offered and sold in
  transactions on the New York Stock Exchange, Inc. ("NYSE"), in
  negotiated transactions, at fixed prices which may be changed, at
  market prices prevailing at the time of sale, at prices related
  to prevailing market prices or at negotiated prices.
  
    Resales of the Shares by the Selling Shareholders are subject
  to prospectus delivery and other requirements of the Securities
  Act of 1933, as amended (the "Securities Act").  The Selling
  Shareholders and any brokers, dealers or agents that participate
  with any of the Selling Shareholders in the distribution of the
  Shares may be deemed to be "underwriters" within the meaning of
  the Securities Act, and any commissions received by them and any
  profit on the resale of the Shares may be deemed to be
  underwriting commissions or discounts under the Securities Act. 
  See "The Selling Shareholders" and "Plan of Distribution."
  
    Unifi will not receive any of the proceeds from the sale of
  the Shares, but will bear all expenses incurred in effecting the
  registration of the Shares, including all registration and filing
  fees, printing expenses, the legal fees of counsel to Unifi and
  the legal fees of counsel to the Selling Shareholders up to an
  aggregate of $7,500.  The Selling Shareholders will bear all
  brokerage or underwriting expenses or commissions, if any,
  applicable to the Shares and any other fees and expenses not paid
  by the Company.
  
    The Common Stock is traded on the NYSE under the symbol "UFI." 
  On December 16, 1997, the last reported sale price of the Common
  Stock on the NYSE was $40.875 per share.
  
                            Underwriting
                 Price       Discounts       Proceeds       Proceeds
                  to            and         to Selling        to
                Public      Commissions    Shareholders     Company
   ---------   --------   --------------  --------------  ------------
   Total Per   See Text       See Text       See Text       See Text
    Share       Above          Above          Above          Above


  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
  STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
   OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
                         CRIMINAL OFFENSE.
                                  
           The date of this Prospectus is December 17, 1997



                       AVAILABLE INFORMATION
  
    Unifi is subject to certain of the informational requirements
  of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), as a corporation with a class of securities registered
  pursuant to Section 12(b) thereof and in accordance therewith
  files certain reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission"). 
  Such reports, proxy statements and other information can be
  inspected and copied at the public reference room of the
  Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
  20549, and copies of such materials can be obtained by mail from
  the Public Reference Section of the Commission, 450 Fifth Street,
  N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. 
  The Commission maintains an Internet web site that contains
  reports, proxy and information statements and other information
  regarding issuers who file electronically with the Commission. 
  The address of that site is http://www.sec.gov.  In addition,
  copies of such materials are available for inspection and
  reproduction at the public reference facilities of the Commission
  at its New York Regional Office, 7 World Trade Center, Suite
  1300, New York, New York 10048; and at its Chicago Regional
  Office, Suite 1400, 500 West Madison Street, Chicago, Illinois
  60661-2511.  Reports, proxy statements and other information
  concerning Unifi also may be inspected at the offices of the New
  York Stock Exchange, Inc., 20 Broad Street, New York, New York
  10005.
  
          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
    The following documents previously filed by Unifi with the
  Commission pursuant to Section 13 of the Exchange Act are hereby
  incorporated by reference in this Prospectus:
  
       (a)   Unifi's Annual Report on Form 10-K for the year
               ended June 29, 1997;
  
       (b)   Unifi's Quarterly Report on Form 10-Q for the
               quarter ended September 28, 1997;
  
       (c)   Unifi's Current Report on Form 8-K filed on July 15,
               1997; and
  
       (d)   The description of the Unifi Common Stock
               contained in its Registration Statement on Form
               8-A filed with the Commission on May 23, 1990.
  
    All reports and any definitive proxy or information statements
  filed by the Company with the Commission pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
  to the date of this Prospectus and prior to the termination of
  the offering hereby of the Shares shall be deemed to be
  incorporated by reference in this Prospectus and to be a part
  hereof from the date of filing of such documents.  Any statement
  contained in a document incorporated or deemed to be incorporated
  by reference herein shall be deemed to be modified or superseded
  for purposes of this Prospectus to the extent that a statement
  contained herein or in any other subsequently filed document
  which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement.  Any such statement so
  modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Prospectus.
  
    The Company will promptly provide without charge to each
  person to whom this Prospectus is delivered, upon written or oral
  request, a copy of any or all of the documents incorporated
  herein by reference (other than exhibits to such documents which
  are not specifically incorporated by reference in such
  documents).  Requests for such copies should be directed to
  Willis C. Moore, III, Senior Vice President and Chief Financial
  Officer, Unifi, Inc., 7201 West Friendly Avenue, Greensboro,
  North Carolina 27410, telephone (910) 294-4410.
  
    

                            THE COMPANY
  
    Unifi is one of the largest and most diversified processors of
  yarn in the world, marketing products to over 1,000 customers
  worldwide.  Unifi, together with its subsidiaries, is engaged in
  the business of texturing polyester and nylon filament fiber to
  produce polyester and nylon yarns, dyed yarns and spandex yarns
  covered with nylon and polyester.  Unifi sells its polyester and
  nylon products to knitters and weavers that produce fabrics for
  the apparel, industrial, ladies' and men's hosiery, home
  furnishings, automobile upholstery and other end use markets. 
  Unifi also has a 34% ownership in Parkdale America, LLC, which is
  one of the United States' largest processors of spun cotton yarn and
  cotton blend yarns.
  
    Texturing polyester and nylon filament fiber involves the
  processing of partially oriented yarn ("POY"), which is either
  raw polyester or nylon filament fiber purchased from chemical
  manufacturers, to give it greater bulk, strength, stretch,
  consistent dyeability and a softer feel, thereby making it
  suitable for use in knitting and weaving of fabrics.  The
  texturing process involves the use of high speed machines to
  draw, heat and twist the POY to produce yarn having various
  physical characteristics, depending on its ultimate end use.  The
  POY used by Unifi is produced from the polymerization, extrusion
  and spinning of a chemical base.  The primary suppliers of POY to
  Unifi are E.I. DuPont de Nemours and Co., Nan Ya Plastics Corporation
  of America, Hoechst Celanese Corporation and Wellman Industries, Inc., 
  with the majority of Unifi's POY being supplied by DuPont.
  
    Unifi maintains a total of 16 manufacturing and warehousing
  facilities and one central distribution center in North Carolina,
  one manufacturing and related warehousing facility in Staunton,
  Virginia, one central distribution center in Fort Payne, Alabama,
  and one manufacturing and related warehousing facility in
  Letterkenny, County of Donegal, Republic of Ireland.  Unifi
  maintains sales offices in New York, New York, Coleshill,
  England, Lyon, France, and Oberkotzau, Germany, and has a representative 
  office in Tokyo, Japan.
  
    Unifi also leases its corporate headquarters building at 7201
  West Friendly Avenue, Greensboro, North Carolina, telephone
  number (910) 294-4410.
  
                          USE OF PROCEEDS
  
    The net proceeds from the sale of the Common Stock to which
  this Prospectus relates will be received by the Selling
  Shareholders, and Unifi will not receive any such proceeds.
  
                       SELLING SHAREHOLDERS
  
    The Selling Shareholders, listed below, acquired the Shares in
  exchange for shares of SI Holding, which was acquired by Unifi in
  a merger transaction consummated on November 14, 1997.  The offer
  and sale of the Shares was exempt from registration under the
  Securities Act pursuant to Section 4(2) thereof.  The Company has
  agreed to register the Shares for resale by the Selling
  Shareholders.
  
    The following table sets forth, as of the date hereof, the
  names of the Selling Shareholders, the shares of Common Stock
  owned by each of the Selling Shareholders prior to this offering,
  the shares of Common Stock to be offered from time to time by
  each of them, and the shares of Common Stock to be owned by each
  of the Selling Shareholders after completion of this offering. 
  The information concerning the Selling Shareholders may change
  from time to time, and any such changed information will be set
  forth in supplements to this Prospectus if and when necessary. 
  The Company is not aware of any agreements, arrangements or
  understandings with respect to the sale of any of the Shares. 
  The Shares are being registered to permit public secondary
  trading of the Shares, and the Selling Shareholders may offer the
  Shares for resale from time to time.  Except as provided below,
  none of the Selling Shareholders has had a material relationship
  with Unifi within the past three years other than as a result of
  the acquisition and ownership of the Shares.  See "Plan of
  Distribution."
  
  Selling                  Shares           Shares Being        Shares to be
 Shareholder               Owned(1)          Offered(2)      Owned After Sale
- ------------------        ---------        -------------    -----------------   
  Lamar Beach(3)(10)       181,545            181,545               0
  Gladys C. Beach(3)(10)   181,545            181,545               0
  Beach Partners, LP(10)   265,782            265,782               0
  Jeffrey L. Beach(4)(10)   21,191             21,191               0
  Mary Beach(4)             21,191             21,191               0
  Jeffrey L. Beach U/A/D
    2/28/92, Hugh F. Beckwith,
    Jr., Trustee            24,485             24,485               0
  Melanie B. Abbott(5)(10)  21,191             21,191               0
  Charles Abbott(5)         21,191             21,191               0
  Melanie Beach Abbott U/A/D
    2/28/92, Hugh F. Beckwith,
    Jr., Trustee            24,485             24,485               0
  Hugh F. Beckwith, Jr.(6)  54,455             54,455               0
  Donaldson, Lufkin & Jenrette
    Securities Corporation, FBO
    Hugh F. Beckwith, Jr.    1,469              1,469               0
  Fred A. Williams(7)        4,897              4,897               0
  Donaldson, Lufkin & Jenrette
  Securities Corporation, 
     FBO Fred A. Williams      979                979               0
  Craig Macnab(8)           11,049             11,049               0   
  J.C. Bradford & Co. Retirement
     Accumulation Plan, A/C
     Craig Macnab            2,449              2,449               0
  MacNeil Advisors           2,449              2,449               0
  George R. Perkins, Jr.(9)938,644              1,763          936,881
  ________________________
  (1)  Beneficial ownership is determined in accordance with the
         rules of the Commission and generally includes voting or
         investment power with respect to securities.  Except as
         indicated in the footnotes to this table, the persons named
         in the table have sole voting and investment power with
         respect to all of the Shares beneficially owned.
  (2)  Assumes that each Selling Shareholder will sell all of the
         Shares, although there can be no assurance that any or all
         of such Shares will be sold.
  (3)  Includes 172,398 Shares owned directly by Lamar Beach and
         9,147 Shares owned directly by Gladys C. Beach, wife of
         Lamar Beach.
  (4)  Includes 16,674 Shares owned directly by Jeffrey L. Beach
         and 4,517 Shares owned directly by Mary Beach, the wife of
         Jeffrey L. Beach.
  (5)  Includes 16,674 Shares owned directly by Melanie B. Abbott
         and 4,517 Shares owned directly by Charles Abbott, the
         husband of Melanie B. Abbott.
  (6)  Includes 4,016 Shares owned directly by Hugh F.
         Beckwith, Jr., 1,469 Shares owned directly by Donaldson,
         Lufkin & Jenrette Securities Corporation, FBO Hugh F.
         Beckwith, Jr., 24,485 Shares owned by Jeffrey L. Beach
         U/A/D 2/28/92, Hugh F. Beckwith, Jr., Trustee (as to which
         Mr. Beckwith as Trustee has sole investment and voting
         power) and 24,485 Shares owned by Melanie Beach Abbott
         U/A/D 2/28/92, Hugh F. Beckwith, Jr., Trustee (as to which
         Mr. Beckwith as Trustee has sole investment and voting
         power).
  (7)  Includes 3,918 Shares owned directly by Fred A. Williams
         and 979 Shares owned directly by Donaldson, Lufkin &
         Jenrette Securities Corporation, FBO Fred A. Williams.
  (8)  Includes 6,151 Shares owned directly by Craig Macnab, 2,449
         Shares owned directly by J.C. Bradford & Co. Retirement
         Accumulation Plan, A/C Craig Macnab and 2,449 Shares owned
         by MacNeil Advisors, as to which Mr. Macnab disclaims
         beneficial ownership.
  (9)  Mr. Perkins resigned in 1996 as a director and Senior Vice-President 
         of Unifi.
  (10) Beach Partners, L.P., a North Carolina limited partnership
         consists of Lamar Beach and the 1997 Beach Family Trust,
         Hugh F.  Beckwith, Jr., Trustee, as the limited partners
         and Beach Management, LLC, a North Carolina limited
         liability company as the sole general partner.  Lamar
         Beach, Jeffrey L.  Beach, Melanie B. Abbott and Gladys C.
         Beach are the members of Beach Management, LLC.
  
  


                     PLAN OF DISTRIBUTION
  
    Unifi understands that, as of the date hereof, the Selling
  Shareholders have not made any arrangement for the offering or
  sale of the Shares.  Brokers, dealers or agents may participate
  in such transactions as agents and may, in such capacity, receive
  brokerage commissions, discounts or concessions in amounts to be
  negotiated at the time (which compensation may be in excess of
  customary commissions) from the Selling Shareholders or from
  purchasers of such securities.  Brokers, dealers or agents may
  also purchase and resell shares of Common Stock of Unifi for
  their own account.  The Selling Shareholders may indemnify any
  broker, dealers or agents that participate in such transactions
  against liabilities, including liabilities arising under the
  Securities Act.  The Selling Shareholders and such brokers,
  dealers or agents may be considered "underwriters" as that term
  is defined by the Securities Act.  Any commissions, discounts or
  profits received by such brokers, dealers or agents in connection
  with the foregoing transactions may be deemed to be underwriting
  discounts and commissions under the Securities Act.  Any broker,
  dealer or agent may act as a broker, dealer or agent on behalf of
  one or more of the Selling Shareholders in connection with the
  offering of certain of the Shares of Selling Shareholders.
  
    To comply with the securities laws of certain jurisdictions,
  if applicable, the Shares will be offered or sold in such
  jurisdictions only through registered or licensed brokers or
  dealers.  In addition, in certain jurisdictions, the Shares may
  not be offered or sold unless they have been registered or
  qualified for sale in such jurisdictions or unless an exemption
  from such registration or qualification is available and is
  complied with.
  
    Pursuant to applicable rules and regulations under the
  Exchange Act, any person engaged in a distribution of the Shares
  may be limited in its ability to engage in market making
  activities with respect to such Shares.  In addition and without
  limiting the foregoing, the Selling Shareholders will be subject
  to applicable provisions of the Exchange Act and the rules and
  regulations thereunder which may limit the timing of purchases
  and sales of such Shares.  All of the foregoing may affect the
  marketability of such Shares.
  
    The Shares offered hereby may be offered and sold by the
  Selling Shareholders from time to time in transactions on the
  NYSE, in negotiated transactions, at fixed prices which may be
  changed, at market prices prevailing at the time of sale, at
  prices related to the prevailing market prices or at negotiated
  prices.  Such sales may be made pursuant to an underwritten
  offering or pursuant to one or more of the following methods
  (among others): (a) purchases by a broker or dealer as principal
  and resale by such broker or dealer for its account pursuant to
  this Prospectus; (b) ordinary brokerage transactions and
  transactions in which a broker solicits purchasers; and (c) block
  trades in which a broker or dealer so engaged will attempt to
  sell the Shares as agent but may take a position and resell a
  portion of the block as principal to facilitate the transaction. 
  In addition, any Shares that qualify for sale pursuant to Rule
  144 under the Securities Act may be sold under Rule 144 rather
  than pursuant to the Prospectus, as supplemented.
  
    At the time a particular offer of the Shares is made, to the
  extent required, a supplemental Prospectus will be distributed,
  which will set forth the number of Shares being offered and the
  terms of the offering, including the name or names of any
  underwriters, dealers or agents, the purchase price paid by any
  underwriter for the Shares, any discounts, commissions and other
  items constituting compensation from the Selling Shareholders and
  any discounts, concessions or commissions allowed or reallowed or
  paid to dealers.
  
    The Selling Shareholders will act independently of Unifi in
  making decisions with respect to the timing, manner and size of
  each sale.  Sales of the Shares are, in general, expected to be
  made at the market price prevailing at the time of each such
  sale; however, prices in negotiated transactions may differ
  considerably.
  
    The Shares were originally issued to the Selling Shareholders
  pursuant to an exemption from the registration requirements of
  the Securities Act provided by Section 4(2) thereof.  Unifi
  agreed to register the Shares under the Securities Act.  Unifi
  further agreed to pay the expenses and fees incurred in
  connection with registration of the Shares under Federal law and
  the qualification of the Shares for sale under applicable state
  laws and to pay the attorneys' fees for the Selling Shareholders
  up to an aggregate of $7,500.  The Selling Shareholders will pay
  any other fees and expenses which they may incur in connection
  with their sales of the Shares.
  
                          LEGAL OPINIONS
  
    The legality of the Shares has been passed upon for the
  Company by Davidoff & Malito LLP, 605 Third Avenue, 34th Floor,
  New York, New York 10158.
  
                              EXPERTS
  
       The consolidated financial statements of Unifi, Inc.
  incorporated by reference in Unifi, Inc.'s Annual Report (Form
  10-K) for the year ended June 29, 1997, have been audited by
  Ernst & Young LLP, independent auditors, as set forth in their
  report thereon incorporated by reference therein and incorporated
  herein by reference.  Such consolidated financial statements are
  incorporated herein by reference in reliance upon such report
  given upon the authority of such firm as experts in accounting
  and auditing.



  No dealer, salesman or any other person has been authorized to
  give any information or to make any representation not contained
  in this Prospectus and, if given or made, such information or
  representation must not be relied upon as having been authorized
  by the Company or any Selling Shareholder.  This Prospectus does
  not constitute an offer or solicitation by anyone in any
  jurisdiction in which such offer or solicitation is not
  authorized or in which the person making such offer or
  solicitation is not qualified to do so or to anyone to whom it is
  unlawful to make such offer or solicitation.  Neither the
  delivery of this Prospectus nor any sale of Common Stock made
  hereunder shall under any circumstances create any implication
  that the information herein is correct as of any time subsequent
  to the date hereof or that there has been no change in the
  Company's affairs since the date hereof.
  


                         TABLE OF CONTENTS
  
                                       Page              
  
  Available Information. . . . . . .     2
  Incorporation of Certain
    Documents by Reference . . . . .     2
  The Company. . . . . . . . . . . .     4
  Use of Proceeds. . . . . . . . . .     4
  Selling Shareholders . . . . . . .     4
  Plan of Distribution . . . . . . .     6
  Legal Opinions . . . . . . . . . .     8
  Experts. . . . . . . . . . . . . .     8


  
                                                                  
  
                            UNIFI, INC.
                                 
                                 
                          561,873 SHARES
                           COMMON STOCK
                                 
                                 
                                 
                            PROSPECTUS
                                 
                                 
                                 
                          December 17, 1997