FORM 10-Q

Exhibit 4.3(i)

           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                  c/o Prudential Capital Group
                 One Gateway Center - 11th Floor
                  Newark, New Jersey 07102-5311


                                                                 
                                   As of July 31, 1997


Cone Mills Corporation
3101 North Elm Street
Greensboro, North Carolina 27408

Attn: Mr. David Bray, Treasurer

Ladies and Gentlemen:

     Reference is made to the Note Agreement dated as of August 13,
1992, as heretofore amended (the "Note Agreement") between Cone
Mills Corporation (the "Company") and The Prudential Insurance
Company of America ("Prudential"). Capitalized terms used and not
otherwise defined in this letter have the same meanings given those
terms in the Note Agreement. Prudential and the Company hereby
agree that the Note Agreement shall be amended as follows:

     1.   Clause (2) of paragraph 6C(2) is hereby amended and
restated to read in its entirety as follows:

     "'(2) Priority Debt (other than the Cornwallis Debt) to
     exceed at any time an amount equal to 17% of Total
     Capitalization at such time;"

     2.   The definition of "Total Capitalization" contained in
paragraph 10B is hereby amended and restated to read in its
entirety as follows:

     "'Total Capitalization" shall mean, on any determination
     date, the sum of (i) Debt and (ii) consolidated
     stockholder's equity of the Company and its Subsidiaries
     determined in accordance with generally accepted
     accounting principles, plus Minority Interests
     attributable to the Company's Subsidiary Parras Cone de
     Mexico S.A. de C.V."

     3.   Paragraph 10B of the Note Agreement is hereby amended by
adding the following definitions in alphabetical order:

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FORM 10-Q

Exhibit 4.3(i)  (continued)

     "'Minority Interests" shall mean any shares of capital
     stock of a Subsidiary (other than directors' qualifying
     shares as required by law) that are not owned by the
     Company or a Wholly Owned Subsidiary."

     "'Wholly Owned Subsidiary" shall mean any corporation,
     all of the stock of every class of which is, at the time
     as of which any determination is being made, owned by the
     Company either directly or through Wholly Owned
     Subsidiaries."

     4.   Except as amended herein, all of the terms, conditions
and obligations of the Note Agreement shall remain in full force
and effect.

     If you agree to these changes, please sign each copy of this
letter enclosed and return one of them to Prudential, at which time
this letter shall become a binding agreement as of the date first
above written.

                              Very truly yours,

                              THE PRUDENTIAL INSURANCE
                              COMPANY OF AMERICA

                              By: /s/ Kevin J. Kraska             
                                      Vice President

Agreed to and accepted 
as of July 31, 1997

CONE MILLS CORPORATION

By: /s/ David E. Bray  
        Treasurer













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