SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Name of
Issuer: FIELDCREST CANNON INC
____________________________________________________________________
Title of Class
of Securities: Common Stock
CUSIP Number: 316549104
1) NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
The Prudential Insurance Company of America 22-1211670
2) MEMBER OF A GROUP: (a) N/A
(b) N/A
3) SEC USE ONLY:
4) PLACE OF ORGANIZATION: A mutual insurance company organized
under the laws of the State of New Jersey
NUMBERS OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
5) Sole Voting Power: 316,900 See Exhibit A
6) Shared Voting Power: 515,250 See Exhibit A
7) Sole Dispositive Power: 316,900 See Exhibit A
8) Shared Dispositive Power: 525,550 See Exhibit A
9) AGGREGATE AMOUNT BENEFICIALLY OWNED: 1,185,321 See Exhibit A
10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 12.8See Exhibit A
12) TYPE OF REPORTING PERSON: BD, IC, IA
ITEM 1(a). NAME OF ISSUER:
FIELDCREST CANNON INC
ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:
326 E. Stadium Drive
Eden, North Carolina 27288
ITEM 2(a). NAME OF PERSON FILING:
The Prudential Insurance Company of America
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Prudential Plaza
Newark, New Jersey 07102-3777
ITEM 2(c). CITIZENSHIP:
A mutual insurance company organized under the laws
of the State of New Jersey
ITEM 2(d). TITLE OF CLASS SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
316549104
ITEM 3. The Person filing this statement is an Insurance Company
as defined in Section 3(a)(19) of the Securities Exchange
Act of 1934, a Broker-Dealer registered under Section 15
of that Act and an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP:
(a) Number of Shares
Benefically Owned: 1,185,321 See Exhibit A
(b) Percent of Class: 12.8 See Exhibit A
Number
(c) Powers Of Shares
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Sole power to vote or 316,900 See Exhibit A
to direct the vote
Shared power to vote or 515,250 See Exhibit A
to direct the vote
Sole power to dispose or 316,900 See Exhibit A
to direct disposition
Shared power to dispose 525,550 See Exhibit A
or to direct disposition
ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
See Exhibit A - This amendment is to correct the conversion rate
of the convertible preferred shares as previously listed on
Exhibit A.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
ULTIMATE PARENT COMPANY:
Not Applicable
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, The Prudential Insurance Company of America
certifies that, to the best of its knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business and were note 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 purpose
or effect.
The filing of this statement should not be construed as an
admission that Prudential is or was for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any registered equity securities of the issuer.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, The Prudential Insurance Company of America certifies that
the information set forth in this statement is true, complete and
correct.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: Derek D. Burke
Director, Securities Law Compliance
Date: March 7, 1996
As of: December 31, 1995
Exhibit A
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ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
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The Prudential Insurance Company of America ("Prudential")
presently holds 3,900 shares of Issuer's common stock for the
benefit of its general account.
In addition, Prudential may have direct or indirect voting and/or
investment discretion over 1,181,421 shares (including convertible
preferred converted at a rate of 1:17094 and convertible bonds
converted at a rate of 1:22.599) which are held for the benefit of
its clients by its separate accounts, externally managed accounts,
registered investment companies, subsidiaries and/or other
affiliates. Prudential is reporting the combined holdings of these
entities for the purpose of administrative convenience.
These shares were acquired in the ordinary course of business, and
not with the purpose or effect of changing or influencing control
of the Issuer. The filing of this statement should not be
construed as an admission that Prudential is, for the purposes of
Sections 13 or 16 of the Securities Exchange Act of 1934, the
beneficial owner of these shares.
