Page 1 of 58
                                                Index to Exhibits - Pages 17-28


                               UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-Q


(Mark One)
[ X ]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 2, 2000

                                    OR

[   ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

For the Transition period from             to

Commission file number    1-3634

                   CONE MILLS CORPORATION
      (Exact name of registrant as specified in its charter)

    North Carolina                                         56-0367025
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

3101 North Elm Street, Greensboro, North Carolina          27408
(Address of principal executive offices)                   (Zip Code)

                                336.379.6220
             (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Number of shares of common stock outstanding as of April 28, 2000:
25,479,717 shares.
                                          1
<PAGE>
                            CONE MILLS CORPORATION

                                    INDEX

                                                                      Page
                                                                     Number

PART I.  FINANCIAL INFORMATION.

Item 1.  Financial Statements

         Consolidated Condensed Statements of Operations
         Thirteen weeks ended April 2, 2000 and April 4, 1999
         (Unaudited)..................................................... 3

         Consolidated Condensed Balance Sheets
         April 2, 2000 and April 4, 1999 (Unaudited)
         and January 2, 2000..............................................4

         Consolidated Condensed Statements of Cash Flows
         Thirteen weeks ended April 2, 2000 and April 4, 1999
         (Unaudited) .....................................................5

         Notes to Consolidated Condensed Financial Statements
         (Unaudited) .....................................................6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations...................11

Item 3.  Quantitative and Qualitative Disclosures about Market
         Risk  ..........................................................15


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...............................................15
Item 6.  Exhibits and Reports on Form 8-K................................16

                                        2
<PAGE>
                                     CONE MILLS CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                      (in thousands, except per share data)
<TABLE>
<S>                                                                             <C>                <C>
                                                                                    Thirteen          Thirteen
                                                                                  Weeks Ended        Weeks Ended
                                                                                 April 2, 2000      April 4, 1999
-------------------------------------------------------------------------------------------------------------------
                                                                                  (Unaudited)        (Unaudited)

Net Sales                                                                              $ 141,677         $ 157,257

Cost of Goods Sold                                                                       124,576           141,914
                                                                                -----------------------------------

Gross Profit                                                                              17,101            15,343

Selling and Administrative                                                                13,426            13,305
Restructuring and Impairment of Assets                                                      (332)           12,917
                                                                                -----------------------------------

Income (Loss) from Operations                                                              4,007           (10,879)
                                                                                -----------------------------------

Other Income (Expense)
    Interest income                                                                          370               430
    Interest expense                                                                      (4,671)           (3,640)
    Other expense                                                                           (807)                -
                                                                                -----------------------------------

                                                                                          (5,108)           (3,210)
                                                                                -----------------------------------

Loss before Income Tax Benefit, Equity in Earnings of
    Unconsolidated Affiliate and Cumulative Effect of
    Accounting Change                                                                     (1,101)          (14,089)
Income Tax Benefit                                                                          (374)           (4,790)
                                                                                -----------------------------------

Loss before Equity in Earnings of Unconsolidated Affiliate
    and Cumulative Effect of Accounting Change                                              (727)           (9,299)
Equity in Earnings of Unconsolidated Affiliate                                               450               867
                                                                                -----------------------------------

Loss before Cumulative Effect of Accounting Change                                          (277)           (8,432)

Cumulative Effect of Accounting Change                                                         -            (1,038)
                                                                                -----------------------------------

Net Loss                                                                                  $ (277)         $ (9,470)
                                                                                -----------------------------------

Loss Available to Common Shareholders
    Loss before Cumulative Effect of Accounting Change                                    $ (984)         $ (9,152)
    Cumulative Effect of Accounting Change                                                     -            (1,038)
                                                                                -----------------------------------

    Net Loss                                                                              $ (984)        $ (10,190)
                                                                                -----------------------------------

Loss Per Share - Basic and Diluted
    Loss before Cumulative Effect of Accounting Change                                   $ (0.04)          $ (0.36)
    Cumulative Effect of Accounting Change                                                     -             (0.04)
                                                                                -----------------------------------

    Net Loss                                                                             $ (0.04)          $ (0.40)
                                                                                -----------------------------------

Weighted-Average Common Shares Outstanding
    Basic and Diluted                                                                     25,480            25,431
                                                                                -----------------------------------
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
                                               3
<PAGE>
                                     CONE MILLS CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands, except share and par value data)
<TABLE>
<S>                                                                <C>                <C>               <C>
                                                                     April 2,           April 4,         January 2,
                                                                       2000               1999              2000
-------------------------------------------------------------------------------------------------------------------
                                                                   (Unaudited)        (Unaudited)          (Note)

ASSETS
    Current Assets
      Cash                                                            $ 1,025            $ 1,883           $ 1,267
      Accounts receivable, less allowances of $5,050;
         1999, $3,300 and $5,050                                       60,589             21,765            47,531
      Subordinated note receivable                                          -             30,025                 -
      Inventories                                                     116,892            132,912           110,613
      Other current assets                                              7,167             14,625             6,149
                                                              -----------------------------------------------------

         Total CurrentuAssetsAssets                                   185,673            201,210           165,560

    Investments in Unconsolidated Affiliates                           47,843             45,318            46,815
    Other Assets                                                       38,118             36,127            38,964
    Property, Plant and Equipment                                     215,674            230,211           221,458
                                                              -----------------------------------------------------

                                                                    $ 487,308          $ 512,866         $ 472,797
                                                              -----------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
      Notes payable                                                 $       -          $   4,000         $       -
      Current maturities of long-term debt                             80,714             10,714            79,714
      Accounts payable                                                 47,982             41,154            26,849
      Sundry accounts payable and accrued liabilities                  25,965             43,042            33,866
      Deferred income taxes                                            12,091             18,115             9,894
                                                              -----------------------------------------------------

         Total Current Liabilities                                    166,752            117,025           150,323

    Long-Term Debt                                                    119,227            181,497           119,115
    Deferred Income Taxes                                              33,289             30,241            33,916
    Other Liabilities                                                  11,850             11,651            11,958

    Stockholders' Equity
      Class A preferred stock - $100 par value; authorized
         1,500,000 shares; issued and outstanding 373,660
         shares; 1999, 411,916 shares and 355,635 shares               37,366             41,192            35,564
      Class B preferred stock - no par value; authorized
         5,000,000psharesPlant and Equipment-Net                            -                  -                 -
      Common stock - $.10 par value; authorized 42,700,000
         shares; issued and outstanding 25,479,717 shares;
         1999, 25,431,233 shares and 25,479,717 shares                  2,548              2,543             2,548
      Capital in excess of par                                         57,435             57,256            57,435
      Retained earnings                                                67,594             80,494            70,776
      Deferred compensation - restricted stock                           (236)              (533)             (321)
      Accumulated other comprehensive loss, currency
         translation adjustment                                        (8,517)            (8,500)           (8,517)
                                                              -----------------------------------------------------

         Total Stockholders' Equity                                   156,190            172,452           157,485
                                                              -----------------------------------------------------

                                                                    $ 487,308          $ 512,866         $ 472,797
                                                              -----------------------------------------------------
</TABLE>
Note:  The balance sheet at January 2, 2000,  has been derived from
      the financial statements at that date.

See Notes to Consolidated Condensed Financial Statements.
                                                4
<PAGE>
                                     CONE MILLS CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                  (in thousands)
<TABLE>
<S>                                                                             <C>                <C>
                                                                                    Thirteen           Thirteen
                                                                                   Weeks Ended       Weeks Ended
                                                                                 April 2, 2000      April 4, 1999
-------------------------------------------------------------------------------------------------------------------
                                                                                   (Unaudited)       (Unaudited)

CASH PROVIDED BY (USED IN) OPERATIONS                                                 $ 1,571         $ (19,542)
                                                                                -----------------------------------
                                                                                -----------------------------------

INVESTING
    Investments in unconsolidated affiliates                                             (578)                -
    Proceeds from sale of property, plant and equipment                                 1,815               450
    Capital expenditures                                                               (1,025)           (1,420)
                                                                                -----------------------------------

      Cash provided by (used in) investing                                                212              (970)
                                                                                -----------------------------------

FINANCING
    Net borrowings under line of credit agreements                                      1,000             3,000
    Decrease in checks issued in excess of deposits                                    (1,922)           (1,206)
    Proceeds from long-term debt borrowings                                                 -            20,000
    Dividends paid - Class A Preferred                                                    (60)              (38)
    Redemption of Class A Preferred stock                                              (1,043)                -
                                                                                -----------------------------------

      Cash provided by (used in) financing                                             (2,025)           21,756
                                                                                -----------------------------------

      Net change in cash                                                                 (242)            1,244

Cash at Beginning of Period                                                             1,267               639
                                                                                -----------------------------------

Cash at End of Period                                                                 $ 1,025           $ 1,883
                                                                                -----------------------------------

Supplemental Disclosures of Additional Cash Flow Information:
Cash payments for:
    Interest                                                                          $ 7,573           $ 6,271
                                                                                -----------------------------------
    Income taxes, net of refunds                                                      $  (408)          $    30
                                                                                -----------------------------------

Supplemental Schedule of Noncash Financing Activities:
    Stock dividend - Class A Preferred Stock                                          $ 2,845           $ 2,797

</TABLE>
See Notes to Consolidated Condensed Financial Statements.
                                           5
<PAGE>
                   CONE MILLS CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.  Basis of Financial Statement Preparation

     The Cone Mills Corporation (the "Company") consolidated condensed financial
statements for April 2, 2000 and April 4, 1999 are unaudited, but in the opinion
of  management  reflect  all  adjustments   necessary  to  present  fairly  the
consolidated condensed balance sheets of Cone Mills Corporation and Subsidiaries
at April  2,  2000,  April  4,  1999,  and  January  2,  2000,  and the  related
consolidated  condensed statements of operations and cash flows for the thirteen
weeks ended  April 2, 2000 and April 4, 1999.  All  adjustments  are of a normal
recurring nature.  The results are not necessarily  indicative of the results to
be expected for the full year.

     These statements  should be read in conjunction with the audited  financial
statements  and related notes  included in the  Company's  annual report on Form
10-K for fiscal  year  1999.Inventories  are stated at the lower of cost or
market.  The last-in,  first-out (LIFO) method is used to determine cost of most
domestically  produced  goods.  The first-in,  first-out  (FIFO) or average cost
methods are used to determine cost of all other inventories. Because amounts for
inventories  under  the LIFO  method  are based on an  annual  determination  of
quantities as of the  year-end,  the  inventories  at April 2, 2000 and April 4,
1999  and  related  consolidated  condensed  statements  of  operations  for the
thirteen weeks then ended are based on certain estimates  relating to quantities
and cost as of the end of the fiscal year.

Note 2.  Inventories

(in thousands)                         4/2/00         4/4/99         1/2/00

Greige and finished goods            $  80,286      $ 100,206       $  78,973
Work in process                          5,263          9,162           4,821
Raw materials                           20,418         13,184          15,523
Supplies and other                      10,925         10,360          11,296
                                     $ 116,892      $ 132,912       $ 110,613
                                            6
<PAGE>
Note 3.  Long-Term Debt

(in thousands)                         4/2/00         4/4/99         1/2/00

Senior Note                          $  32,144      $  42,858       $  32,144
Revolving Credit Agreement              70,000         52,000          69,000
8 1/8% Debentures                       97,797         97,353          97,685
                                       199,941        192,211         198,829
Less current maturities                 80,714         10,714          79,714
                                     $ 119,227      $ 181,497       $ 119,115

Note 4.  Class A Preferred Stock

     On February 11,  2000,  the Company  declared a 8.0% stock  dividend on the
Company's  Class A  Preferred  Stock,  which  was paid on March  31,  2000.  The
dividend was charged to retained  earnings in the amount of  approximately  $2.8
million.

Note 5.  Depreciation and Amortization

     The following table presents  depreciation and amortization included in the
consolidated condensed statements of operations.

(in thousands)                              Thirteen           Thirteen
                                          Weeks Ended         Weeks Ended
                                             4/2/00             4/4/99
Depreciation                                $ 5,966            $ 7,190
Amortization                                    454                452
                                            $ 6,420            $ 7,642
                                       7
<PAGE>
Note 6. Loss Per Share

     The following  table sets forth the  computation  of basic and diluted loss
per common share ("EPS").

(in thousands, except                           Thirteen       Thirteen
  per share data)                              Weeks Ended    Weeks Ended
                                                  4/2/00        4/4/99
Loss before cumulative effect of
  accounting change                             $ (  277)    $ ( 8,432)
Preferred stock dividends                         (  707)      (   720)
Loss before cumulative effect of accounting
  change available to common shareholders         (  984)      ( 9,152)
Cumulative effect of accounting change                 -       ( 1,038)

Basic EPS - loss available to common
  shareholders                                    (  984)      (10,190)
Effect of dilutive securities                          -             -
Diluted EPS - loss available to common
  shareholders after assumed conversions        $ (  984)    $ (10,190)

Determination of shares:
Basic EPS - weighted-average shares               25,480        25,431
Effect of dilutive securities                          -             -

Diluted EPS - adjusted weighted-average
  shares after assumed conversions                25,480        25,431

Loss per share - basic and diluted
  Loss before cumulative effect of
    accounting change                           $ ( .04)     $  ( .36)
  Cumulative effect of accounting change              -         ( .04)
  Net loss                                      $ ( .04)     $  ( .40)

Common stock options  outstanding at April 2, 2000 and April 4, 1999,  were
not included in the computation of diluted loss per share because to do so would
have been antidilutive.

Note 7.  Segment Information

The  Company has three  principal  business  segments  which are based upon
organizational  structure:  1) denim and khaki; 2) commission finishing;  and 3)
decorative fabrics. The Company ceased manufacturing yarn-dyed products in 1999.
                                          8
<PAGE>
Operating income (loss) for each segment is total revenue less operating
expenses applicable to the segment. Intersegment revenue relates to the
commission finishing segment. Equity in earnings of unconsolidated
affiliate is included in the denim and khaki segment. Restructuring and
impairment of assets, unallocated expenses, interest, income tax benefits
and cumulative effect of accounting change are not included in segment
operating income (loss).

Net sales and income (loss) from  operations  for the  Company's  operating
segments are as follows:

(in thousands)                                  Thirteen       Thirteen
                                              Weeks Ended     Weeks Ended
                                                4/2/00          4/4/99
Net Sales
Denim and Khaki                               $ 104,262        $ 112,635
Commission Finishing                             20,803           25,838
Decorative Fabrics                               19,549           16,585
Yarn-Dyed Products                                   10            7,506
Other                                               283              472
                                                144,907          163,036
Less Intersegment Sales                           3,230            5,779
                                              $ 141,677        $ 157,257
Income (Loss) from Operations
Denim and Khaki                               $   5,336        $   9,316
Commission Finishing                            (   839)         ( 1,956)
Decorative Fabrics                              (   216)             504
Yarn-Dyed Products                              (    60)         ( 3,277)
Other                                               692          (   229)
Unallocated Expenses                            (   788)         ( 1,453)
                                                  4,125            2,905
Restructuring and Impairment of Assets              332          (12,917)
                                                  4,457          (10,012)
Less Equity in Earnings of
  Unconsolidated Affiliate                          450              867
                                                  4,007          (10,879)
Other Expense, Net                              ( 5,108)         ( 3,210)

Loss before Income Tax Benefit,
  Equity in Earnings of Unconsolidated
  Affiliate and Cumulative Effect of
  Accounting Change                           $ ( 1,101)       $ (14,089)
                                          9
<PAGE>
Note 8.  Comprehensive Loss

     Comprehensive  loss is the total of net loss and other  changes  in equity,
except those resulting from investments by owners and distribution to owners not
reflected in net loss. Total comprehensive loss for the periods was as follows:

(in thousands)                                Thirteen         Thirteen
                                            Weeks Ended       Weeks Ended
                                               4/2/00           4/4/99

Net loss                                     $(    277)       $ (9,470)
Other comprehensive loss,
  currency translation adjustment                    -          (    2)
                                             $ (   277)       $ (9,472)

Note 9.  Securitization of Accounts Receivable

     On April 24, 2000,  the Company  amended the  securitization  agreements to
include certain additional trade receivables related to the ongoing purchase and
subsequent  resale by Cone  Receivables II LLC.  Effective with this  amendment,
purchases by Redwood  Receivables  Corporation may provide proceeds of up to $60
million at any point in time. As of April 2, 2000, the total amount  outstanding
under the Accounts Receivable Facility was $45.5 million.
                                    10
<PAGE>
Item 2.

                             MANAGEMENT'S DISCUSSION
                       AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

First  Quarter  Ended April 2, 2000 Compared with First Quarter Ended April 4,
1999.

For the first quarter of 2000, Cone Mills had sales of $141.7 million, down
10% from sales of $157.3  million  for the first  quarter of 1999.  Lower  denim
prices and the exit from yarn-dyed products last year were the primary causes of
the sales decline. Excluding sales of businesses exited in 1999, sales were down
5%.

Gross profit for the first quarter of 2000 increased to 12.1% of sales,  as
compared  with 9.8% for the previous  year.  The  improvement  was primarily the
result of better operating  results in commission  finishing and the realization
of savings from the 1999  comprehensive  restructuring  program.  These  savings
include savings from yarn outsourcing, reconfiguration of overhead structures in
the denim  plants,  restructurings  at Carlisle and the exit from the  yarn-dyed
shirtings product line.

Segment Information.  The Company has three principal business segments: 1)
denim and khaki; 2) commission finishing; and 3) decorative fabrics. The Company
ceased  manufacturing  yarn-dyed  products  in  1999.  (See  Note 7 to  Notes to
Consolidated Condensed Financial Statements included in Part I, Item 1.)

     Denim and Khaki.  Denim and khaki  segment  sales for the first  quarter of
     2000 were $104.3 million, down 7.4% from the first quarter of 1999 sales of
     $112.6 million. While sales yards were marginally higher in the most recent
     quarter, revenues were adversely affected by lower denim prices, the result
     of industry supply/demand imbalances and declining cotton costs, which were
     passed on to customers because of market  conditions.  Operating income for
     the denim and khaki segment was $5.3 million, or 5.1% of sales for the most
     recent  quarter,  as compared with $9.3  million,  or 8.3% of sales for the
     first  quarter of 1999.  The decline  resulted  primarily  from lower denim
     prices.  The khaki product line continued to post an operating loss and was
     negatively  impacted by quality  problems  associated with the closing of a
     supplier's plant and difficulties in finishing certain products.  Operating
     income for the segment includes the equity in earnings from the Parras Cone
     joint venture plant.

     Commission  Finishing.  Outside sales of the commission  finishing division
     were $17.6 million for the first quarter of 2000, down 12.4% from the first
     quarter of 1999.  Lower sales at Raytex,  resulting  from weaker  demand in
                                          11
<PAGE>
     top-of-bed  prints,  accounted for the decline.  Carlisle  sales to outside
     customers  increased by  approximately  7% in the first quarter of 2000, as
     compared with the 1999 period.  Operating  results for the segment improved
     as the Carlisle plant posted a profit,  as compared with a significant loss
     for the previous year,  mitigating the volume  shortfall at Raytex.  Losses
     for this segment  were  reduced from $2.0 million for the first  quarter of
     1999 to a loss of $.8 million for the most recent quarter.

     Decorative Fabrics.  For the first quarter of 2000, sales of the decorative
     fabrics  segment  rose by 17.9% to $19.5  million  the result of  continued
     growth in  jacquards.  As a result of weak John Wolf sales in  January  and
     February,  start-up  expenses  associated with  increasing  capacity at the
     Jacquard plant and production  curtailments because of inclement weather in
     January,  the decorative fabrics segment reported a loss of $.2 million for
     first quarter 2000, as compared with a $.5 million operating profit for the
     previous year period.

     Yarn-Dyed  Products.  As  part  of  the  1999  comprehensive  restructuring
     program, the Company ceased manufacturing yarn-dyed products and exited the
     business  in  1999.  For the  first  quarter  of 1999,  sales of  yarn-dyed
     products were $7.5 million and the operating  loss for the segment was $3.3
     million.

Selling  and  administrative  expenses  for the first  quarter of 2000 were
$13.4  million,  or 9.5% of sales,  as compared with $13.3  million,  or 8.5% of
sales in first quarter 1999.  Expenses  associated with the Company's new credit
facility, certain performance-based compensation accruals and lower denim prices
on  essentially  the same sales yards  resulted  in selling  and  administrative
expenses increasing as a percent of sales.

For the first  quarter  of 2000,  EBITDA,  defined  as income  (loss)  from
operations  before  depreciation  and  amortization,   was  $10.4  million.  For
comparison,  EBITDA for the first  quarter  of 1999 was a loss of $3.0  million.
However, excluding restructuring charges, related expenses, inventory writedowns
and operating losses  associated with businesses  exited,  the Company had a pro
forma EBITDA in the first quarter of 1999 of $14.2 million.

Interest  expense for the first  quarter of 2000 was $4.7  million,  up 28%
from $3.6  million  for the first  quarter of 1999.  The  increase  in  interest
expense  was the result of  increased  rates  charged by  financial  lenders and
slightly higher borrowing  levels.  Other expenses of $.8 million  recognized in
the  first  quarter  of 2000  were  the  ongoing  expense  of the  new  accounts
receivable securitization program, which began September 1999.

In both  first  quarters  of 2000 and 1999,  the  income  tax  benefit as a
percent of the taxable loss was 34%.
                                     12
<PAGE>
Equity in earnings of Parras Cone,  the  Company's  joint  venture plant in
Mexico,  was $.5 million  for the first  quarter of 2000,  as compared  with $.9
million for the first quarter of 1999.

For the first  quarter of 2000,  the Company had a net loss of $.3 million,
or $.04 per share  after  preferred  dividends.  For  comparison,  for the first
quarter of 1999 the  Company  reported a net loss of $9.5  million,  or $.40 per
share after preferred dividends.  Excluding  restructuring and related expenses,
and the  cumulative  effect of an accounting  change,  the Company had pro forma
earnings of $.02 per share for the first quarter of 1999.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  principal  long-term  capital  components  consist  of debt
outstanding  under its Senior  Note,  its 8-1/8%  Debentures  and  stockholders'
equity.  Primary  sources of liquidity are internally  generated  funds,  an $80
million  Revolving Credit Facility  ("Revolving  Credit  Facility")of  which $10
million was available on April 2, 2000, and a $60 million  Receivables  Purchase
and Servicing Agreement (the "Receivables  Agreement") entered into on September
1, 1999 and amended on April 24, 2000,  with Cone  Receivables  II LLC,  Redwood
Receivables  Corporation,  an affiliate of General Electric Capital Corporation,
and General Electric Capital Corporation.

On April 24, 2000, the Company amended the Receivables Agreement increasing
the facility  from $50 million to $60  million.  In addition to  increasing  the
commitment,  the Company  modified other provisions of the agreement to allow it
to utilize more fully the entire facility.

During  the  first  quarter  of  2000,  the  Company  generated  cash  from
operations, before changes in working capital, of $6.4 million, as compared with
using $3.3 million of cash during the first quarter of 1999. In the 2000 period,
working  capital  increased  by $4.8  million.  Uses of cash in the 2000  period
included  $1.6 million for  domestic  capital  expenditures  and  investment  to
develop the Company's joint venture  industrial park in Mexico, and $1.0 million
for the redemption of preferred  stock.

On January 28, 2000, the Company  entered into a new $80 million  Revolving
Credit  Facility with its existing  banks with Bank of America,  N.A., as agent.
The Revolving  Credit  Facility was secured by Company assets and will mature on
August 7, 2000. Interest rates were increased to market levels and new covenants
were set.

At the same time the Company  entered into the Revolving  Credit  Facility,
its Senior  Notes and  8-1/8%  Debentures  were  ratably  secured  with the bank
facility.
                                          13
<PAGE>
The  Revolving  Credit  Facility,  the Company's  Senior Notes and
8-1/8% Debentures, and the Company's Master Lease for its corporate headquarters
property with Atlantic  Financial Group,  Ltd.  prohibit the Company from paying
dividends on its Common Stock.

The Company  believes that internally  generated  operating funds and funds
available  under its credit  facilities will be sufficient to meet its needs for
working capital and domestic capital  spending  permitted under the terms of the
Revolving  Credit  Facility.  Liquidity is predicated on the Company meeting its
operating targets in 2000 and further reductions in inventories. By August 2000,
the Company must either refinance or replace the Revolving Credit Facility.  The
Company is in the process of exploring its alternatives related to financing its
business. These alternatives may include the following: (1) the restructuring or
replacing of the Revolving Credit Facility;  and (2) funding from nontraditional
sources of capital. While management believes that it will be able to obtain the
appropriate financings, including those for its Mexican initiatives, there is no
assurance that the Company will be able to replace its Revolving Credit Facility
or otherwise obtain financing on terms and conditions acceptable to the Company.

On April 2, 2000, the Company's long-term capital structure consisted of $199.9
million of long-term debt (including  current  maturities) and $156.2 million of
stockholders'  equity. For comparison,  on April 4, 1999, the Company had $192.2
million of long-term debt (including  current  maturities) and $172.5 million of
stockholders'  equity.  Long-term  debt  (including  current  maturities)  as  a
percentage of long-term debt and stockholders'  equity was 56% at April 2, 2000,
as compared with 53% at April 4, 1999.

Accounts  and note  receivable  on April 2, 2000,  were $60.6  million,  as
compared with $51.8 million at April 4, 1999. Receivables,  including those sold
pursuant to the  Receivables  Purchase  Agreement,  represented 70 days of sales
outstanding  at April 2, 2000 and 55 days at April 4, 1999. The increase in days
of sales  outstanding  primarily  reflects a change in  customer  sales mix with
fewer customers paying in advance of due date.

Inventories  on April 2, 2000,  were $116.9  million,  down $16.0  million  from
$132.9 million at April 4, 1999. The Company liquidated  inventories  associated
with  businesses  in which it has  exited.

For the first quarter of 2000,  domestic  capital spending was $1.0 million
compared to $1.4 million for the 1999 period.  Domestic capital spending in 2000
is expected to be  approximately  $12 million.  In addition to the 2000 domestic
capital spending budget,  the Company expects to spend  approximately $8 million
for investments in  international  initiatives of which $.6 million was invested
in the first quarter.
                                        14
<PAGE>
OTHER MATTERS

Federal,  state and local  regulations  relating to the  workplace  and the
discharge  of   materials   into  the   environment   continue  to  change  and,
consequently,  it is  difficult  to  gauge  the  total  future  impact  of  such
regulations on the Company.  Existing government regulations are not expected to
cause a material change in the Company's competitive position, operating results
or  planned  capital  expenditures.  The  Company  has an  active  environmental
committee, which fosters protection of the environment and compliance with laws.

The  Company is a party to various  legal  claims and  actions.  Management
believes  that none of these claims or actions,  either  individually  or in the
aggregate, will have a material adverse effect on the financial condition of the
Company.

"Safe Harbor" Statement under Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

     Except for the historical information  presented,  the matters disclosed in
     the  foregoing  discussion  and  analysis  and other  parts of this  report
     include   forward-looking   statements.   These  statements  represent  the
     Company's  current  judgment  on the  future  and are  subject to risks and
     uncertainties  that could cause actual results to differ  materially.  Such
     factors include,  without limitation:  (i) the demand for textile products,
     including  the  Company's  products,  will  vary  with the U.S.  and  world
     business  cycles,  imbalances  between  consumer  demand and inventories of
     retailers and manufacturers and changes in fashion trends,  (ii) the highly
     competitive  nature of the textile  industry  and the  possible  effects of
     reduced   import   protection  and   free-trade   initiatives,   (iii)  the
     unpredictability  of the cost and  availability  of cotton,  the  Company's
     principal raw material,  (iv) the Company's relationships with Levi Strauss
     as its major  customer,  (v) the Company's  ability to attract and maintain
     adequate  capital  to  fund  operations  and  strategic  initiatives,  (vi)
     increases in prevailing  interest rates, and (vii) the inability to achieve
     the cost savings associated with the Company's  restructuring  initiatives.
     For a further  description of these risks see the Company's 1999 Form 10-K,
     "Item  1.  Business  -Competition,   -Raw  Materials  and  -Customers"  and
     "Management's   Discussion  and  Analysis  of  Results  of  Operations  and
     Financial  Condition -- Overview" of Item 7. of the Form 10-K.  Other risks
     and uncertainties may be described from time to time in the Company's other
     reports and filings with the Securities and Exchange Commission.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risks relating to fluctuations in interest
rates and commodity  prices.  There has been no material change in the Company's
market risks that would  significantly  affect the disclosures  made in the Form
10-K for the year ended January 2, 2000.
                                       15
<PAGE>
                                 PART II

Item 1.  Legal Proceedings

The Company and its  subsidiaries  are  involved in legal  proceedings  and
claims  arising in the  ordinary  course of business.  Although  there can be no
assurance as to the ultimate  disposition of these matters,  management believes
that the  probable  resolution  of such  contingencies  will not have a material
adverse effect on the financial condition of the Company.

Item 6.  Exhibits and Reports on Form 8-K

(a)      The exhibits to this Form 10-Q are listed in the accompanying Index to
         Exhibits.
(b)      Reports on Form 8-K.
         A report on Form 8-K was filed on February 11, 2000.
                                       16
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                    Page No.

*2.1(a)               Receivables Purchase and Servicing
                      Agreement dated as of September 1, 1999,
                      by and among Cone Receivables II LLC,
                      as Seller, Redwood Receivables
                      Corporation, as Purchaser, the Registrant,
                      as Servicer, and General Electric Capital
                      Corporation, as Operating Agent and
                      Collateral Agent, filed as Exhibit 2.1(h)
                      to Registrant's report on Form 10-Q
                      for the quarter ended October 3, 1999.

*2.1(b)               Receivables Transfer Agreement dated as
                      of September 1, 1999, by and among the
                      Registrant, any other Originator Party hereto,
                      and Cone Receivables II LLC, filed as Exhibit
                      2.1(i) to Registrant's report on Form 10-Q
                      for the quarter ended October 3, 1999.

*2.1(c)               First Amendment and Waiver to Securitization
                      Agreements dated as of November 16, 1999, by
                      and between Cone Receivables II LLC, Cone Mills
                      Corporation, Redwood Receivables Corporation
                      and General Electric Capital Corporation,
                      together with all exhibits thereto.

*2.1(d)               Second Amendment to Securitization Agreements
                      dated as of January 28, 2000, by and between
                      Cone Receivables II LLC, Cone Mills
                      Corporation, Redwood Receivables Corporation,
                      and General Electric Capital Corporation,
                      together with all exhibits thereto.

  2.1(e)              Third Amendment to Securitization Agreements
                      dated as of March 31, 2000, by and between
                      Cone Receivables II LLC, Cone Mills
                      Corporation, Redwood Receivables Corporation,
                      and General Electric Capital Corporation,
                      together with all exhibits thereto.                 30

  2.1(f)              Fourth Amendment to Securitization Agreement
                      dated as of April 24, 2000 by and between
                      Cone Receivables II LLC, Cone Mills
                      Corporation, Redwood Receivables Corporation,
                      and General Electric Capital Corporation,
                      together with all exhibits thereto.                 35

*2.2(a)               Investment Agreement dated as of
                      June 18, 1993, among Compania Industrial
                      de Parras, S.A. de C.V., Sr. Rodolfo
                                         17
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                     Page No.

                      Garcia Muriel, and Cone Mills
                      Corporation, filed as Exhibit 2.2(a)
                      to Registrant's report on Form 10-Q for
                      the quarter ended July 4, 1993, with
                      exhibits herein numbered 2.2(c),
                      (d), (f), (g), and (j) attached.

*2.2(b)               Commercial Agreement dated as of July 1,
                      1999, among Compania Industrial de
                      Parras, S.A. de C.V., Cone Mills
                      Corporation and Parras Cone de Mexico,
                      S.A.

*2.2(c)               Guaranty Agreement dated as of June 25,
                      1993, between Cone Mills Corporation
                      and Compania Industrial de Parras, S.A.
                      de C.V., filed as Exhibit 2.2(c) to
                      Registrant's report on Form 10-Q for
                      the quarter ended July 4, 1993.

*2.2(d)               Joint Venture Agreement dated as of
                      June 25, 1993, between Compania
                      Industrial de Parras, S.A. de C.V.,
                      and Cone Mills (Mexico), S.A. de C.V.,
                      filed as Exhibit 2.2(d) to
                      Registrant's report on Form 10-Q for
                      the quarter ended July 4, 1993.

*2.2(e)          First Amendment to Joint Venture
                      Agreement dated as of June 14, 1995,
                      between Compania Industrial de Parras,
                      S.A. de C.V., and Cone Mills (Mexico),
                      S.A. de C.V., filed as Exhibit 2.2(e)
                      to the Registrant's report on Form 10-Q
                      for the quarter ended July 2, 1995.

*2.2(f)               Joint Venture Registration Rights
                      Agreement dated as of June 25, 1993,
                      among Parras Cone de Mexico, S.A.,
                      Compania Industrial de Parras, S.A. de
                      C.V. and Cone Mills (Mexico),
                      S.A. de C.V., filed as Exhibit 2.2(e)
                      to Registrant's report on Form 10-Q
                      for the quarter ended July 4, 1993.

*2.2(g)               Parras Registration Rights Agreement
                      dated as of June 25, 1993, between Compania
                      Industrial de Parras, S.A. de C.V. and
                      Cone Mills Corporation, filed as Exhibit
                                       18
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                     Page No.

                      2.2(f) to the Registrant's report on Form
                      10-Q for the quarter ended July 4, 1993.

*2.2(h)               Support Agreement dated as of June 25,
                      1993, among Cone Mills Corporation, Sr.
                      Rodolfo L. Garcia, Sr. Rodolfo Garcia
                      Muriel and certain other person listed
                      herein ("private stockholders"), filed
                      as Exhibit 2.2(g) to Registrant's
                      report on Form 10-Q for the quarter
                      ended July 4, 1993.

*3.1                  Restated Articles of Incorporation of
                      the Registrant effective August 25, 1993,
                      filed as Exhibit 4.1 to Registrant's
                      report on Form 10-Q for the quarter ended
                      October 3, 1993.

*3.1(a)               Articles of Amendment of the Articles of
                      Incorporation of the Registrant effective
                      October 22, 1999, to fix the designation,
                      preferences, limitations, and relative
                      rights of a series of its Class B Preferred
                      Stock, filed as Exhibit 4.1(a) to Registrant's
                      Report on Form 10-Q for the quarter ended
                      October 3, 1999.

*3.2                  Amended and Restated Bylaws of Registrant,
                      effective June 18, 1992, filed as Exhibit
                      3.5 to the Registrant's Registration
                      Statement on Form S-1 (File No. 33-46907).

*4.1                  Rights Agreement dated as of October 14,
                      1999, between the Registrant and First
                      Union National Bank, as Rights Agent,
                      with Form of Articles of Amendment with
                      respect to the Class B Preferred Stock
                      (Series A), the Form of Rights Certificate,
                      and Summary of Rights attached, filed as
                      Exhibit 1 to the Registrant's report on Form
                      8-A dated October 29, 1999.

*4.3                  Note Agreement dated as of August 13, 1992,
                      between Cone Mills Corporation and The
                      Prudential Insurance Company of America,
                      with form of 8% promissory note attached,
                      filed as Exhibit 4.01 to the Registrant's
                      report on Form 8-K dated August 13, 1992.
                                       19
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                     Page No.

*4.3(a)               Letter Agreement dated September 11, 1992,
                      amending the Note Agreement dated August 13,
                      1992, between the Registrant and The
                      Prudential Insurance Company of America,
                      filed as Exhibit 4.2 to the Registrant's
                      report on Form 8-K dated March 1, 1995.

*4.3(b)               Letter Agreement dated July 19, 1993,
                      amending the Note Agreement dated
                      August 13, 1992, between the Registrant
                      and The Prudential Insurance Company of
                      America, filed as Exhibit 4.3 to the
                      Registrant's report on Form 8-K dated
                      March 1, 1995.

*4.3(c)               Letter Agreement dated June 30, 1994,
                      amending the Note Agreement dated
                      August 13, 1992, between the Registrant
                      and The Prudential Insurance Company of
                      America, filed as Exhibit 4.4 to the
                      Registrant's report on Form 8-K dated
                      March 1, 1995.

*4.3(d)               Letter Agreement dated November 14, 1994,
                      amending the Note Agreement dated
                      August 13, 1992, between the Registrant
                      and The Prudential Insurance Company of
                      America, filed as Exhibit 4.5 to the
                      Registrant's report on Form 8-K dated
                      March 1, 1995.

*4.3(e)               Letter Agreement dated as of June 30,
                      1995, amending the Note Agreement dated
                      August 13, 1992, between the Registrant
                      and The Prudential Insurance Company
                      of America, filed as Exhibit 4.3(e) to
                      the Registrant's report on Form 10-Q
                      for the quarter ended July 2, 1995.

*4.3(f)               Letter Agreement dated as of June 30,
                      1995, between the Registrant and
                      The Prudential Insurance Company
                      of America superseding Letter Agreement,
                      filed as Exhibit 4.3(e) to the
                      Registrant's report on Form 10-Q
                      for the quarter ended July 2, 1995.

*4.3(g)               Letter Agreement dated as of March 30,
                      1996, between the Registrant and The
                                       20
<PAGE>
Exhibit                                                            Sequential
  No.                 Description                                   Page No.

                      Prudential Insurance Company of
                      America, filed as Exhibit 4.3(g) to the
                      Registrant's report on Form 10-Q for
                      the quarter ended March 31, 1996.

*4.3(h)               Letter Agreement dated as of January
                      31, 1997, between the Registrant and
                      The Prudential Insurance Company of
                      America, filed as Exhibit 4.3(h) to
                      the Registrant's report on Form 10-K
                      for the year ended December 29, 1996.

*4.3(i)               Letter Agreement dated as of July 31,
                      1997, between the Registrant and The
                      Prudential Insurance Company of America,
                      filed as Exhibit 4.3(i) to the
                      Registrant's report on Form 10-Q for
                      the quarter ended September 28, 1997.

*4.3(j)               Modification to Note Agreement dated
                      as of February 14, 1998, between the
                      Registrant and The Prudential
                      Insurance Company of America, filed as
                      Exhibit 4.3(j) to Registrant's report on
                      Form 10-Q for the quarter ended March 29,
                      1998.

*4.3(k)               Letter Agreement dated as of
                      September 1, 1999, amending the Note
                      Agreement dated August 13, 1992,
                      between the Registrant and The Prudential
                      Insurance Company of America, filed as
                      Exhibit 4.3(i) on Form 10-Q for the
                      quarter ended October 3, 1999.

*4.3(l)               Amendment of 1992 Note Agreement dated as
                      of January 28, 2000, by and among Cone Mills
                      Corporation and The Prudential Insurance
                      Company of America, together with all
                      exhibits thereto, filed as Exhibit 9 to the
                      Registrant's report on Form 8-K dated
                      February 11, 2000.

*4.4                  Credit Agreement dated as of January 28, 2000,
                      by and among Cone Mills Corporation, as
                      Borrower, Bank of America, N.A., as Agent
                      and as Lender and the Lenders party thereto
                      from time to time, together with all exhibits
                                       21
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                    Page No.

                      thereto, filed as Exhibit 1 to the
                      Registrant's report on Form 8-K dated
                      February 11, 2000.

*4.4(a)               Guaranty Agreement dated as of January 28,
                      2000, made by Cone Global Finance Corporation,
                      CIPCO S.C., Inc. and Cone Foreign Trading
                      LLC in favor of Bank of America, N.A.
                      as Revolving Credit Agent for the Lenders,
                      The Prudential Insurance Company of America,
                      SunTrust Bank, Morgan Guaranty Trust
                      Company of New York, Wilmington Trust
                      Company, as General Collateral Agent,
                      Bank of America, N.A., as Priority
                      Collateral Agent, and Atlantic Financial
                      Group, Ltd., together with all exhibits
                      thereto, filed as Exhibit 2 to the
                      Registrant's report on Form 8-K dated
                      February 11, 2000.

*4.4(b)               Priority Security Agreement dated as of
                      January 28, 2000, by Cone Mills Corporation
                      and certain of its subsidiaries, as Grantors,
                      and Bank of America, N.A., as Priority
                      Collateral Agent, together with all exhibits
                      thereto, filed as Exhibit 3 to the Registrant's
                      report on Form 8-K dated February 11, 2000.

*4.4(c)               General Security Agreement dated as of January
                      28,2000, by Cone Mills Corporation and certain
                      of its subsidiaries, as Grantors, and
                      Wilmington Trust Company, as General Collateral
                      Agent, together with all exhibits thereto,
                      filed as Exhibit 4 to the Registrant's
                      report on Form 8-K dated February 11, 2000.

*4.4(d)               Securities Pledge Agreement dated as of
                      January 28, 2000, by Cone Mills Corporation in
                      favor of Wilmington Trust Company, as General
                      Collateral Agent, together with all exhibits
                      thereto, filed as Exhibit 5 to the Registrant's
                      report on Form 8-K dated February 11, 2000.

*4.4(e)               CMM Pledge Agreement dated as of January 28,
                      2000, by Cone Mills Corporation in favor of
                      Wilmington Trust Company, as General Collateral
                      Agent, together with all exhibits thereto,
                      filed as Exhibit 6 to the Registrant's
                      Report on Form 8-K dated February 11, 2000.
                                         22
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                    Page No.

*4.4(f)               Deed of Trust, Security Agreement, Fixture
                      Filing, Assignment of Leases and Rents and
                      Financing Statement dated as of January 28,
                      2000, between Cone Mills Corporation, as Grantor,
                      TIM, Inc., as Trustee, Wilmington Trust
                      Company, as General Collateral Agent, and
                      Bank of America, N.A., as Designated
                      Collateral Subagent, together with all
                      exhibits thereto, filed as Exhibit 7 to
                      the Registrant's report on Form 8-K dated
                      February 11, 2000.

*4.4(g)               Deed of Trust, Security Agreement, Fixture
                      Filing, Assignment of Leases and Rents and
                      Financing Statement dated as of January 28,
                      2000, between Cone Mills Corporation, as
                      Grantor, TIM, Inc., as Trustee, and Bank of
                      America, N.A., as Priority Collateral Agent,
                      together with all exhibits thereto, filed as
                      Exhibit 8 to the Registrant's report on Form
                      8-K dated February 11.

*4.4(h)               Termination Agreement dated as of January
                      28, 2000, between the Registrant and Morgan
                      Guaranty Trust Company of New York, as
                      Agent for various banks terminating the
                      Credit Agent dated August 7, 1997.

*4.5                  Specimen Class A Preferred Stock
                      Certificate, filed as Exhibit 4.5
                      to the Registrant's Registration
                      Statement on Form S-1(File No. 33-46907).

*4.6                  Specimen Common Stock Certificate,
                      effective June 18, 1992, filed as
                      Exhibit 4.7 to the Registrant's
                      Registration Statement on Form S-1
                      (File No. 33-46907).

*4.7                  Cone Mills Corporation 1983 ESOP as
                      amended and restated effective
                      December 1, 1994, filed as Exhibit 4.9
                      to the Registrant's report on Form 10-K
                      for year ended January 1, 1995.

*4.7(a)               First Amendment to the Cone Mills
                      Corporation 1983 ESOP dated
                      May 9, 1995, filed as Exhibit 4.9(a)
                      to the Registrant's report on Form 10-K
                                        23
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                    Page No.

                      for year ended December 31, 1995.

*4.7(b)               Second Amendment to the Cone Mills
                      Corporation 1983 ESOP dated
                      December 5, 1995, filed as
                      Exhibit 4.9(b) to the Registrant's
                      report on Form 10-K for year ended
                      December 31,1995.

*4.7(c)               Third Amendment to the Cone Mills
                      Corporation 1983 ESOP dated
                      August 7, 1997, filed as Exhibit
                      4.8(c) to the Registrant's report
                      on Form 10-Q for the quarter ended
                      September 28,1997.

*4.7(d)               Fourth Amendment to the Cone Mills
                      Corporation 1983 ESOP dated
                      December 4, 1997, filed as Exhibit
                      4.8(d) to the Registrant's report
                      on Form 10-K for the year ended
                      December 28,1997.

*4.8                  Indenture dated as of February 14,
                      1995, between Cone Mills Corporation
                      and Wachovia Bank of North Carolina,
                      N.A. as Trustee (Bank of New York is
                      successor Trustee), filed as Exhibit 4.1
                      to Registrant's Registration Statement
                      on Form S-3 (File No. 33-57713).

Management contract or compensatory plan or arrangement
(Exhibits 10.1 - 10.13)

*10.1                 Employees' Retirement Plan of Cone
                      Mills Corporation as amended and
                      restated effective December 1, 1994,
                      filed as Exhibit 10.1 to the
                      Registrant's report on Form 10-K for
                      the year ended January 1, 1995.

*10.1(a)              First Amendment to the Employees'
                      Retirement Plan of Cone Mills
                      Corporation dated May 9,1995,
                      filed as Exhibit 10.1(a) to the
                      Registrant's report on Form 10-K
                      for the year ended December 31, 1995.
                                        24
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                    Page No.

*10.1(b)              Second Amendment to the Employees'
                      Retirement Plan of Cone Mills
                      Corporation dated December 5, 1995,
                      filed as Exhibit 10.1(b) to the
                      Registrant's report on Form 10-K
                      for the year ended December 31, 1995.

*10.1(c)              Third Amendment to the Employees'
                      Retirement Plan of Cone Mills
                      Corporation dated August 16, 1996,
                      filed as Exhibit 10.1(c) to the
                      Registrant's report on Form 10-K
                      for the year ended December 29, 1996

*10.1(d)              Fourth Amendment to the Employees'
                      Retirement Plan of Cone Mills
                      Corporation, filed as Exhibit 10
                      to the Registrant's report on
                      Form 10-Q for the quarter ended
                      September 28, 1997.

*10.1(e)              Fifth Amendment to Employees'
                      Retirement Plan of Cone Mills
                      Corporation dated December 4, 1997,
                      filed as Exhibit 10.1(e) to the
                      Registrant's report on Form 10-K
                      or the year ended December 28, 1997.

*10.2                 Cone Mills Corporation SERP as amended
                      and restated as of December 5, 1995,
                      filed as Exhibit 10.2 to the
                      Registrant's report on Form 10-K
                      for the year ended December 31, 1995.

*10.3                 Excess Benefit Plan of Cone Mills
                      Corporation as amended and restated
                      as of December 5, 1995, filed as
                      Exhibit 10.3 to the Registrant's
                      report on Form 10-K for the year ended
                      December 31, 1995.

*10.4                 1984 Stock Option Plan of Registrant
                      filed as Exhibit 10.7 to the Registrant's
                      Registration Statement on Form S-1
                      (File No. 33-28040).

*10.5                 Form of Nonqualified Stock Option
                      Agreement under 1984 Stock Option Plan
                                       25
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                    Page No.

                      of Registrant, filed as Exhibit 10.8 to
                      the Registrant's Registration Statement
                      on Form S-1 (File No. 33-28040).

*10.6                 Form of Incentive Stock Option Agreement
                      under 1984 Stock Option Plan of
                      Registrant, filed as Exhibit 10.9 to the
                      Registrant's Registration Statement on
                      Form S-1 (File No. 33-28040).

*10.7                 1992 Stock Option Plan of Registrant,
                      filed as Exhibit 10.9 to the Registrant's
                      Report on Form 10-K for the year ended
                      December 29, 1991.

*10.7(a)              Amended and Restated 1992 Stock Plan,
                      filed as Exhibit 10.1 to
                      Registrant's report on Form 10-Q
                      for the quarter ended March 31, 1996.

*10.8                 Form of Incentive Stock Option Agreement
                      under 1992 Stock Option Plan, filed as
                      Exhibit 10.10 to the Registrant's report on
                      Form 10-K for the year ended January 3, 1993.

*10.8(a)              Form of Nonqualified Stock Option
                      Agreement under 1992 Stock Option
                      Plan, filed as Exhibit 10.8(a) to
                      the Registrant's report on Form
                      10-K for the year ended
                      December 29,1996.

*10.8(b)              Form of Nonqualified Stock Option
                      Agreement under 1992 Amended and
                      Restated Stock Plan, filed as
                      Exhibit 10.8(b) to the Registrant's
                      report on Form 10-K for the year
                      ended December 29, 1996.

*10.8(c)              Form of Restricted Stock Award
                      Agreement under 1992 Amended and
                      Restated Stock Plan, filed as
                      Exhibit 10.8(c) to the Registrant's
                      report on Form 10-K for the year
                      ended December 28, 1997.

*10.9                 1994 Stock Option Plan for Non-
                      Employee Directors of Registrant, filed
                      as Exhibit 10.9 to Registrant's report
                                      26
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                     Page No.

                      on Form 10-K for the year ended
                      January 2,1994.

*10.10                Form of Non-Qualified Stock Option
                      Agreement under 1994 Stock Option
                      Plan for Non-Employee Directors of
                      Registrant, filed as Exhibit 10.10 to
                      Registrant's report on Form 10-K for
                      the year ended January 2, 1994.

*10.11                Management Incentive Plan of the
                      Registrant, filed as Exhibit 10.11(b)
                      to Registrant's report on Form 10-K
                      for the year ended January 3, 1993.

*10.12                1997 Senior Management Incentive
                      Compensation Plan, filed as Exhibit 10.2
                      to Registrant's report on Form 10-Q
                      for the quarter ended March 31, 1996.

*10.13                1997 Senior Management Discretionary
                      Bonus Plan, filed as Exhibit 10.13 to
                      the Registrant's report on Form 10-K
                      for the year ended December 29, 1996.

*10.14                Form of Agreement between the Registrant
                      and Levi Strauss dated as of March 30,
                      1992, filed as Exhibit 10.14 to the
                      Registrant's Registration Statement on
                      Form S-1 (File No. 33-46907).

*10.15                First Amendment to Supply Agreement
                      dated as of April 15, 1992, between the
                      Registrant and Levi Strauss dated as of
                      March 30, 1992, filed as Exhibit 10.15
                      to Registrant's Registration Statement
                      on Form S-1 (No. 33-469007).

*10.16                Agreement dated January 1, 1999, between
                      the Registrant and Parkdale Mills, Inc.,
                      filed as Exhibit 10.17 to Registrant's
                      Report on Form 10-K for the year ending
                      January 2, 2000.

*10.17                Tenth Amendment to Master Lease dated as
                      of January 28, 2000, between Atlantic
                      Financial Group, Ltd. and Cone Mills
                      Corporation, together with all exhibits
                      thereto, filed as Exhibit 10 to Registrant's
                                     27
<PAGE>
Exhibit                                                             Sequential
  No.                 Description                                    Page No.

                      Report on Form 8-K dated February 11, 2000.

10.18                 2000 Stock Compensation Plan for Non-Employee
                      Directors of Registrant dated as of May 9,
                      2000.                                             51

27                    Financial Data Schedule                           58


__________________________________________

* Incorporated by reference to the statement or report indicated.

     The Registrant  will provide any  Shareholder or participant in the Company
Stock Fund in the 401(k) Programs  copies of any of the foregoing  exhibits upon
written request addressed to Corporate Secretary,  Cone Mills Corporation,  3101
North Elm Street, Greensboro, NC 27408.
                                    28
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                               SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                            CONE MILLS CORPORATION
                                            (Registrant)


Date:      May 15, 2000                     /s/ Gary L. Smith
                                            Gary L. Smith
                                            Executive Vice President and
                                            Chief Financial Officer

                                     29
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