SC 13E4/A

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549
                         ________________________

                              SCHEDULE 13E-4

                       Issuer Tender Offer Statement
                   (Pursuant to Section 13(e)(1) of the 
                     Securities Exchange Act of 1934)


                              AMENDMENT NO. 1

                             Unifi, Inc.                                
                             (Name of Issuer)

                              Unifi, Inc.                                       
                   (Name of Person(s) Filing Statement)

                  Common Stock, Par Value $.10 Per Share                       
                      (Title of Class of Securities)

                                   904677 10 1                                  
                   (CUSIP Number of Class of Securities)

                           Willis C. Moore, III
                Vice President and Chief Financial Officer
                                Unifi, Inc.
                           Post Office Box 19109
                         7201 West Friendly Avenue
                     Greensboro, North Carolina  27410
                             (910) 294-4410                                     
(Name, Address and Telephone Number of Person Authorized to Receive Notices 
     and Communications on Behalf of the Person(s) Filing Statement)

                              With a copy to:

                         Mr. Clifford Frazier, Jr.
                      Frazier, Frazier & Mahler, LLP
                          Post Office Drawer 1559
                           Greensboro, NC  27402
                              (910) 378-9411

                             November 8, 1996                                   
(Date Tender Offer First Published, Sent or Given to Security Holders)

                        CALCULATION OF FILING FEE:

   Transaction                           Amount of
   Valuation*:    $186,000,000          Filing Fee:    $37,200

*  Based upon the purchase of 6,000,000 Shares (the maximum number of Shares
   offered) to be purchased at $31 per Share (the maximum per Share purchase
   price which may be selected by the Company pursuant to the tender offer).


   [X]  Check box if any part of the fee is offset as provided by Rule 
        0-11(a)(2) and identify the filing with which the offsetting fee was
        previously paid.  Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:  $37,200.00 


Form or Registration No.:     Schedule 13E-4 


Filing Party:            Unifi, Inc. 


Date Filed:              November 8, 1996 




   This Amendment No. 1 dated December 27, 1996, amends the Issuer Tender Offer
statement (the "Schedule 13E-4") previously filed with the Securities and 
Exchange Commission on November 8, 1996, by Unifi, Inc., a New York Corporation 
(the "Company"), in connection with the Company's offer to purchase up to 
6,000,000 Shares of its Common Stock, $.10 par value (the "Shares"), at prices
not in excess of $31 nor less than $28 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 8, 1996 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with the Offer to Purchase, constitutes the 
"Offer"), copies of which were attached to the Schedule 13E-4 as Exhibits (a)(i)
and (a)(vi), respectively.


   The following information amends the information previously included in the 
Schedule 13E-4.


ITEM 1. Security and Issuer.


   (b)  The following is hereby added to the information previously set forth 
        under Item 1(b):


        The Tender Offer expired on Friday, December 13, 1996, at 5:00
        PM, New York City Time.  The exact amount of the Shares
        acquired pursuant to the Offer was 1,755,365 at a purchase price
        of $31 per Share, for a total aggregate purchase price of
        $54,416,315, plus the fees and expenses associated with the Offer. 
        The Company is accepting all Shares properly tendered pursuant
        to the Offer.


ITEM 9. Material to be Filed as Exhibits.

   (a)  (ix) Press Release dated December 16, 1996.

   (a)  (x)  Press Release dated December 24, 1996.



                                 SIGNATURE


   After due 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.



                                        Unifi, Inc.


                                            WILLIS C. MOORE, III 
                                        By:______________________________
                                                  Willis C. Moore, III
                                                  Vice President and
                                                  Chief Financial Officer 


Dated:  December 24, 1996



                               EXHIBIT INDEX


Description                 Exhibit                       



99 (a)(ix)      Press Release dated December 16, 1996.

99 (a)(x)       Press Release dated December 24, 1996.

EX-99

                       
                          EXHIBIT 99 (a)(ix)

     Unifi, Inc. Announces Results Of Its 'Dutch Auction' Tender Offer

   GREENSBORO, N.C., Dec. 16/PRNewswire/ -- Unifi, Inc. (NYSE:  UFI) today
announced the preliminary results of its "Dutch Auction" tender offer which 
expired Friday, December 13, 1996 at 5:00 p.m., New York City time.
   The preliminary count by First Union National Bank of North Carolina, 
depository for the offer, indicated that 1,754,396 shares were tendered and not 
withdrawn at or below $31 per share.  The number of shares tendered includes
415,634 shares tendered pursuant to guaranteed delivery.  The Company expects
to purchase all shares tendered.
   The determination of the actual number of shares to be purchased and the 
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, including shares tendered pursuant to the 
guaranteed delivery procedure.
   The shares expected to be purchased represent approximately 2.7 percent of
the Company's shares of common stock outstanding immediately prior to the offer.
After purchasing the shares the Company will have approximately 62.8 million 
shares of common stock outstanding.
   Unifi announced the tender offer on Wednesday, October 30, 1996, expressing
its intentions to purchase up to 6 million shares at a range of $28 to $31 per 
share.
   The shares of common stock expected to be purchased in the "Dutch Auction"
are a component of the share repurchase program authorized by the Board of 
Directors on October 21, 1993 to repurchase up to 15.0 million shares of Unifi's
common stock at such prices as Management feels advisable and in the best 
interest of the Company.  Including the expected purchase of the shares 
tendered, the Company will have acquired approximately 8.0 million shares 
pursuant to the authorization.  The Company intends to continue with its share
repurchase program.

SOURCE  Unifi, Inc.
     -0-                         12/16/96
   /CONTACT: Willis C. Moore, Vice President and Chief Financial Officer, 
Unifi, Inc., 910-316-5664/
   (UFI)

EX-99

                              EXHIBIT 99 (a)(x)

   Unifi, Inc. Announces Conclusion of Its 'Dutch Auction' Tender Offer

   GREENSBORO, N.C., Dec. 24 /PRNewswire/ -- Unifi, Inc. (NYSE:  UFI) today
announced the conclusion of its "Dutch Auction" tender offer which expired 
Friday, December 13, 1996 at 5:00 p.m., New York City time.
   The final count by First Union National Bank of North Carolina, depository 
for the offer, established that 1,755,365 shares were properly tendered and 
not withdrawn.  The Company accepted and purchased at $31 per share all shares 
properly tendered.
   The shares purchased represent approximately 2.7 percent of the Company's 
shares of common stock outstanding immediately prior to the offer.  After 
purchasing the shares, the Company has approximately 62.8 million shares of 
common stock outstanding.
   Unifi announced the tender offer on Wednesday, October 30, 1996 expressing
its intentions to purchase up to 6 million shares at a range of $28 to $31 per
share.
   The shares of common stock purchased in the "Dutch Auction" are a component 
of the share repurchase program authorized by the Board of Directors on October 
21, 1993 to repurchase up to 15.0 million shares of Unifi's common stock at such
prices as Management feels advisable and in the best interest of the Company.
Including the purchase of the shares tendered, the Company has acquired 
approximately 8.0 million shares pursuant to the authorization.  The Company 
intends to continue with its share repurchase program.

SOURCE  Unifi, Inc.
   -0-                      12/24//96
   /CONTACT: Willis C. Moore, Vice President and Chief Financial Officer
Unifi, Inc., 910-316-5664/
   (UFI)