Exhibit 4.3(j)                  EXECUTION COUNTERPART



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


                             As of February 14, 1998

The Prudential Insurance Company of America
c/o The Prudential Capital Group
One Gateway Center, 11th Floor
Newark, New Jersey 07102-5311

Re:      Modification to Note Agreement dated as of August 13, 1992

Ladies and Gentlemen:

         The undersigned, CONE MILLS CORPORATION (the "Company") and you entered
into a Note  Agreement  dated as of  August  13,  1992,  as  modified  by letter
agreements  dated as of  September  11,  1992,  July 19,  1993,  June 30,  1994,
November 14, 1994,  March 15, 1995, June 30, 1995,  March 30, 1996,  January 31,
1997, March 24, 1997, and July 31, 1997 (as it has been and may be modified, the
"Note Agreement").

         Subject  to the terms and  conditions  of this  modification,  you have
agreed  to amend  certain  financial  covenants  of the Note  Agreement  and the
Company has agreed to increase the rate of interest on the Note.

         Pursuant to  paragraph  11C of the Note  Agreement  and subject to your
written  acceptance  as  hereinafter  provided,  the  undersigned  request  your
agreement to the following  amendment to the Note Agreement.  Capitalized  terms
used herein but not defined  herein  have the  meanings  ascribed to them in the
Note Agreement, as amended hereby.

         The date of effectiveness of this modification is February 14, 1998 (as
used in this Modification, the "Effective Date").

         The Company hereby agrees with you as follows:

         1.       MODIFICATION OF THE NOTE AGREEMENT.  The Company and you agree
to hereby amend the Note Agreement as follows:

                                   30

<PAGE>

                  1A.  Paragraph  5.  Paragraph 5 shall be amended by adding the
following new Paragraph 5L at the end thereof.

                  5L.  Other  Covenants.  If (in the  reasonable  opinion of the
         Required  Holders)  at any time and from  time to time,  after the date
         hereof, any of the covenants,  representations and warranties or events
         of default,  or any other  material  term or provision  (other than any
         term  or  provision  relating  to  payment  terms,  interest  rates  or
         penalties),  contained  in  the  Bank  Facility,  or in  any  document,
         agreement or  instrument  from time to time entered into by the Company
         in  respect  thereof,  is more  favorable  to the banks  under the Bank
         Facility  than are the terms of this  Agreement  to the  holders of the
         Notes,  this  Agreement  shall be  amended  to  contain  each such more
         favorable covenant, representation and warranty, event of default, term
         or  provision,  and the Company  hereby  agrees  promptly to amend this
         Agreement  and to execute and deliver all such  documents  requested by
         the  Required  Holder(s)  to  reflect  such  amendment.  Prior  to  the
         execution and delivery of such documents by the Company, this Agreement
         shall  be  deemed  to  contain  each  such  more  favorable   covenant,
         representation  and warranty,  event of default,  term or provision for
         purposes of determining the rights and obligations hereunder.

                  1B.  Paragraph  6A.  Paragraph  6A  shall  be  deleted  in its
entirety and the following shall be inserted in lieu thereof:

                       6A.   Financial Covenants.  Until the Company shall meet
                  the Ratings Requirement, it covenants that:

                        6A(1) Debt.  (i) The Adjusted  Debt to Capital  Ratio on
         the last day of any  fiscal  quarter  of the  Company  ended  after the
         Effective Date will not exceed 61%.

                         (ii) The  Company  will not  permit any  Subsidiary  to
         incur,  Guarantee,  assume, issue or at any time be liable with respect
         to any Debt except that any International  Subsidiary may incur, assume
         or be liable with respect to any Non-Recourse  International Subsidiary
         Debt.

                           6A(2)  Minimum   Consolidated   Tangible  Net  Worth.
         Consolidated  Tangible Net Worth will at no time be less than an amount
         equal to the sum of (i)  $136,000,000,  (ii) an amount  equal to 25% of
         Consolidated  Net Income for each fiscal quarter ending after March 30,
         1997 but before  the date of  determination,  in each  case,  for which
         Consolidated  Net Income is positive  (but with no deduction on account
         of  negative  Consolidated  Net Income  for any  fiscal  quarter of the
         Company), and (iii) an amount equal to 50%

                                     31
<PAGE>

         of the  aggregate  net  proceeds,  including  the fair market  value of
         property  other than cash (as determined in good faith by the Company's
         Board of Directors), received by the Company from the issuance and sale
         after the date hereof of any capital  stock of the Company  (other than
         the  proceeds  of any  issuance  and sale of any  capital  stock  which
         capital stock does not result in an increase to Consolidated  Net Worth
         in the  determination  thereof at any date) or in  connection  with the
         conversion or exchange of any Debt of the Company into capital stock of
         the Company after March 30, 1997.

                           6A(3) Interest Coverage Ratio. (a) As of the last day
         of the fiscal quarter of the Company ending most nearly on the last day
         each of the periods set forth below,  the ratio of Consolidated  EBITDA
         to Consolidated  Net Interest  Expense for such period will not be less
         than the ratio set forth below opposite such period:

         Period                                               Ratio

         March 31, 1997 - June 30, 1997                       1.40:1
         March 31, 1997 - September 30, 1997                  1.40:1
         March 31, 1997 - December 31, 1997                   1.40:1

                   (b) As of the last day of each fiscal  quarter of the Company
         ending most nearly on each of the dates set forth  below,  the ratio of
         Consolidated EBITDA to Consolidated Net Interest Expense for the period
         of four  consecutive  fiscal  quarters then ended will not be less than
         the ratio set forth below:

                  Fiscal Quarter Ending
                  Most Nearly On                                       Ratio

                  March 31, 1998                                       1.85:1
                  June 30, 1998                                        2.15:1
                  September 30, 1998                                   2.40:1
                  December 31, 1998                                    2.75:1
                  March 31, 1999                                       2.75:1
                  June 30, 1999                                        2.75:1
                  September 30, 1999                                   3.00:1
                  December 31, 1999                                    3.00:1
                  March 31, 2000 and thereafter                        3.25:1

                  1C.  Paragraph  6B.  Paragraph  6B  shall  be  deleted  in its
entirety and the following shall be inserted in lieu thereof:

                    6B.      Contingent Obligations.  The Company covenants that
         it will not, and will not permit any Subsidiary to, incur, create,
                                        32
<PAGE>

         assume,  make or at any time be liable with  respect to any  Contingent
         Obligation  other  than  (i)  Trade  Letters  of  Credit,   (ii)  other
         Contingent  Reimbursement  Obligations  of the Company  incurred in the
         ordinary  course of its business in an  aggregate  amount not to exceed
         $12,000,000 at any time and (iii)  Guarantees by the Company of Debt of
         its Subsidiaries.

                 1D.  Paragraph  6C(3).  Paragraph 6C(3) shall be deleted in its
entirety and the following shall be inserted in lieu thereof:

                           6C(3)  Investments.   Neither  the  Company  nor  any
         Consolidated  Subsidiary  will make or acquire  any  Investment  in any
         Person other than:

                           (a)      Temporary Cash Investments;

                           (b)      Investments consisting of Acquisitions;

                           (c)  Advances  by  the  Company  or a  Subsidiary  to
         officers,  directors and employees for reasonable  moving  expenses and
         business  expenses  incurred in the ordinary  course of business of the
         Company or any Subsidiary and consistent with past practice;

                           (d)  Investments  by the Company in Parras Cone in an
         aggregate  amount at any time not in excess of the aggregate  amount of
         such Investments as of the date of the Bank Facility; and

                           (e)  Investments  by the Company not permitted by the
         foregoing  clauses in an aggregate  amount  (determined  at any time in
         accordance with generally acceptable accounting principles) at any time
         not to exceed $55,000,000.

                  1E.  Paragraph  6.  Paragraph 6 shall be amended by adding the
following new Paragraph 6I at the end thereof.

                       6I.      Ratings Maintenance.  The Company covenants that
         upon satisfying the Ratings Requirement it will maintain such
         Ratings Requirement at all times thereafter.

                  1F. Paragraph 10B.  Paragraph 10B shall be amended by deleting
therefrom  the  definitions  of each of the  terms  Consolidated  Net  Earnings;
Consolidated  Net Earnings before  Interest,  Taxes and Rents;  Consolidated Net
Tangible  Assets;  Fixed Charge Coverage;  Fixed Charge Expense;  Subsidiary and
Total Capitalization.

                  1G.  Paragraph  10B.  Paragraph 10B shall be amended by adding
the following definitions in alphabetical order:

                                 33
<PAGE>

                       "Adjusted Debt to Capital Ratio" means as of any date the
         ratio of Adjusted Total  Consolidated  Debt as of such date to Adjusted
         Total  Consolidated  Capitalization  as of such  date,  expressed  as a
         percentage.

                       "Adjusted Total Consolidated  Capitalization" means as of
         any date (i)  Total  Consolidated  Capitalization  as of such date plus
         (ii) eight times Consolidated Operating Lease Expense for the period of
         four  consecutive  fiscal  quarters  of the  Company  ended  on or most
         recently prior to such date.

                       "Adjusted Total  Consolidated  Debt" means as of any date
         (i) Total  Consolidated  Debt as of such date  plus  (ii)  eight  times
         Consolidated Operating Lease Expense for the period of four consecutive
         fiscal  quarters of the Company ended on or most recently prior to such
         date.

                       "Acquisition" means the acquisition by the Company or any
         Subsidiary of (i) any asset of any Person, whether by purchase,  merger
         or otherwise,  which,  or which together with other such  acquisitions,
         constitutes one or more businesses or  substantially  all of the assets
         of one or more  businesses  or (ii) any shares of capital  stock of any
         Person  which,  immediately  after  such  acquisition  is made and as a
         result thereof, becomes a Subsidiary.

                       "Bank Facility" means that certain Credit Agreement dated
         as of August 7, 1997 among the Company,  the banks  listed  therein and
         Morgan Guaranty Trust Company of New York, as Agent, as it has been and
         may  be  amended,  modified  or  supplemented  from  time  to  time  in
         accordance with its terms.

                       "Consolidated  EBITDA" means, for any period,  the sum of
         (i)  Consolidated  Net  Income  for such  period and (ii) to the extent
         deducted in determining  Consolidated  Net Income for such period,  the
         aggregate amount of (x) Consolidated Net Interest  Expense,  (y) income
         tax  expense  and (z)  depreciation,  amortization  and  other  similar
         non-cash charges.

                       "Consolidated  Interest  Expense" means,  for any period,
         the interest expense of the Company and its Consolidated  Subsidiaries,
         determined on a consolidated basis, for such period.

                       "Consolidated Net Income" means, for any period,  the net
         income  of the  Company  and its  Consolidated  Subsidiaries  for  such
         period,   excluding   non-cash   equity   earnings   or   losses   from
         unconsolidated  foreign  affiliates and all other  non-recurring  items
         related to reserves or losses for write-downs of inventory, accounts

                                       34
<PAGE>

         receivable, fixed assets, and investments outside of the ordinary
         course of business.

                           "Consolidated  Net Interest  Expense" means,  for any
         period, the excess of (i) Consolidated Interest Expense for such period
         over  (ii)  consolidated   interest  income  of  the  Company  and  its
         Consolidated  Subsidiaries  for such period;  provided that in no event
         shall the  amount of such  consolidated  interest  income  deducted  in
         arriving at  Consolidated  Net Interest  Expense for any period  exceed
         $250,000 multiplied by the number of fiscal quarters in such period.

                       "Consolidated Net Worth" means at any date the sum of the
         consolidated  stockholders'  equity of the Company and its Consolidated
         Subsidiaries determined as of such date.

                       "Consolidated  Operating  Lease Expense"  means,  for any
         period,   the  aggregate   rental   expense  of  the  Company  and  its
         Consolidated  Subsidiaries (other than with respect to capital leases),
         determined on a consolidated basis, for such period.

                       "Consolidated   Subsidiary"   means,  at  any  date,  any
         Subsidiary or other entity the accounts of which would be  consolidated
         under  generally  accepted  accounting  principles  with  those  of the
         Company in its consolidated financial statements as of such date.

                       "Consolidated  Tangible  Net  Worth"  means  at any  date
         Consolidated Net Worth less the consolidated  Intangible  Assets of the
         Company and its  Consolidated  Subsidiaries,  all determined as of such
         date.  As used  herein  "Intangible  Assets"  means the  amount (to the
         extent reflected in determining such Consolidated Net Worth) of (i) all
         write-ups   (except   write-ups   resulting   from   foreign   currency
         translations  and write-ups of assets of a going concern  business made
         within  twelve months after the  acquisition  of such  business)  after
         March 30, 1997 in the book value of any asset owned by the Company or a
         Consolidated  Subsidiary  and (ii) all  unamortized  debt  discount and
         expense,  unamortized deferred charges, goodwill, patents,  trademarks,
         service  marks,  trade names,  anticipated  future  benefit of tax loss
         carry-forwards,  copyrights,  organization or development  expenses and
         other intangible assets.

                       "Contingent Reimbursement Obligation" of any Person means
         as of any date any  contingent  obligation of such Person to reimburse,
         directly or indirectly,  any bank or other Person in respect of amounts
         paid under a letter of credit or similar instrument.

                                         35
<PAGE>


                           "Effective Date" means February 14, 1998.

                       "Non-Recourse  International Subsidiary Debt" means, with
         respect to any  International  Subsidiary,  Debt of such  International
         Subsidiary (x) incurred in the ordinary course of its business and with
         respect to which (i) neither the Company nor any other  Subsidiary  has
         any  liability,  absolute or contingent  and (ii) recourse is expressly
         limited to such  Subsidiary and the tangible  assets of such Subsidiary
         (and no property or assets of the Company or any other Subsidiary) that
         are  the  subject  of  the  relevant  financing,  and  (y)  either  (A)
         outstanding  or  undrawn  under a facility  existing  at such time such
         Person  becomes  an   International   Subsidiary  and  not  created  in
         contemplation of such event, (B) incurred or assumed for the purpose of
         financing all or any part of the cost of acquiring  plant,  property or
         equipment and working capital needs in connection  therewith or (C) any
         extensions and  refinancings of any such Debt referred to in (A) or (B)
         above; provided that the principal amount of such Debt is not increased
         pursuant to such extension or refinancing.

                       "Outstanding  Receivables  Financing Amount" means, as of
         any date, the aggregate  financing  amount with respect to the Purchase
         Agreement,  equal  to the  aggregate  amount  advanced  by  third-party
         purchasers  or  lenders  with  respect  thereto  for  the  purchase  or
         financing of assets transferred  pursuant thereto, net of repayments or
         recoveries by such  purchasers or lenders  through  liquidation of such
         assets.

                       "Parras Cone" means Parras Cone de Mexico, S.A. de C.V.,
         a Mexico company, and its successors.

                       "Ratings  Requirement"  means the  long-term  debt of the
         Company  shall  have  received  a rating of not less than (i) BBB-,  by
         Standard  and Poor's  Ratings  Corporation,  and (ii) Baa3,  by Moody's
         Investors Service, Inc.

                       "Subsidiary"  means any  corporation  or other  entity of
         which  securities  or other  ownership  interests  (i) having  ordinary
         voting  power to elect a majority  of the board of  directors  or other
         persons performing similar functions,  or (ii) otherwise having control
         over the actions of the corporation or entity, are at the time directly
         or indirectly owned by the Borrower.

                       "Temporary Cash  Investment"  means any Investment in (i)
         direct  obligations  of the  United  States or any agency  thereof,  or
         obligations guaranteed by the United States or any agency thereof, (ii)
         time deposits with, including certificates of deposit

                                   36
<PAGE>

         issued by, any office located in the United States of any bank or trust
         company  which is organized  under the laws of the United States or any
         state  thereof  and  (A)  which  is a  Bank  or  (B)  whose  short-term
         certificates  of  deposit  are rated at least A-1 by  Standard & Poor's
         Corporation  or  P-1 by  Moody's  Investors  Service,  Inc.  and  (iii)
         investment grade commercial instruments.

                       "Total Consolidated  Capitalization" means as of any date
         the sum of (i) Total  Consolidated Debt, plus (ii) the aggregate amount
         of the  consolidated  long term deferred tax liabilities of the Company
         and its Consolidated  Subsidiaries,  plus (iii) stockholders' equity of
         the Company and its Consolidated  Subsidiaries  plus (iv) the aggregate
         amount deducted in determining such  stockholders'  equity with respect
         to minority interests in Subsidiaries (other than Parras Cone if Parras
         Cone has any Non-Recourse  International  Subsidiary Debt) that are not
         Wholly Owned  Consolidated  Subsidiaries,  in each case determined on a
         consolidated basis as of such date.

                       "Total Consolidated Debt" means as of any date the sum of
         (i)  all  Debt  of  the  Company  and  its  Consolidated   Subsidiaries
         determined on a consolidated  basis, as of such date, as the same is or
         would be set forth in a  consolidated  balance sheet of the Company and
         its  Consolidated  Subsidiaries  as of such  date  (including,  without
         limitation  all  Current  Debt and the  current  portion  of all Funded
         Debt),  other than (x) Trade  Letters of Credit as of such date and (y)
         Non-Recourse  International  Subsidiary  Debt of Parras Cone as of such
         date in an aggregate  amount not to exceed  $87,000,000,  plus (ii) the
         Outstanding Receivables Financing Amount as such date.

                       "Trade  Letters of Credit" means letters of credit issued
         for the account of the Company or any of its Consolidated  Subsidiaries
         providing  payment of trade  accounts  payable  arising in the ordinary
         course of business (but not including,  in any event,  any financing or
         standby letters of credit).

         2.       CONDITIONS PRECEDENT.

              Your   obligation   to  enter  into,   execute  and  deliver  this
Modification and the effectiveness of paragraph 1 is subject to the satisfaction
of the following conditions, as determined in your sole judgment:

              2A. Documents.  You shall have received (i) this Modification duly
executed and delivered by the parties thereto and (ii) the promissory  notes, in
substantially  the form of Exhibit A hereto,  fully  completed and duly executed
and delivered by the Company.

                                 37
<PAGE>

              2B.    Representations   and   Warranties;    No   Default.    The
representations  and  warranties  contained in paragraph 8 of the Note Agreement
shall be true on and as of the Effective Date, any reference in such paragraph 8
to the "Date of Closing"  shall for purposes  hereof be deemed to be a reference
to the  "Effective  Date"  and any  reference  to the  "Note  Agreement",  "this
Agreement"  or  words  of like  import  shall  mean  and be a  reference  to the
Consolidated  Note  Agreement  as  amended  hereby;  there  shall  exist  on the
Effective  Date no Event of  Default  or  Default;  and the  Company  shall have
delivered to you an Officer's  Certificate,  dated the Effective Date, regarding
the foregoing.

              2C. Proceedings. The Company shall deliver to you certified copies
(certified  by its Secretary or Assistant  Secretary)  of all  corporate  action
taken  by it to  authorize  the  execution,  delivery  and  performance  of this
Modification.

              2D.      Other Agreements.   You shall receive an executed copy
of the Bank Facility, certified as a true, correct and complete copy by
an authorized officer.

              2E.      Expenses.   All your fees and disbursements (including
without limitation special counsel to you) shall have been paid in full.

              2F.  Other   Documents.   You  shall  have   received  such  other
certificates,  legal  opinions and documents as you or your special  counsel may
reasonably request, all in form and substance reasonably satisfactory to you.

         3.       MISCELLANEOUS.

              3A. Successors and Assigns.  All covenants and other agreements in
this  Modification  contained  by or on behalf of either of the  parties  hereto
shall bind and inure to the benefit of the respective  successors and assigns of
the parties hereto (including,  without  limitation,  any Transferee) whether so
expressed or not.

              3B.      Governing Law.  This Modification shall be construed and
enforced in accordance with, and the rights of the parties shall be
governed by, the law of the State of New York.

              3C.  Severability.  Any  provision of this  Modification  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

                                     38
<PAGE>

              3D.      Descriptive Headings.  The descriptive headings of the
several paragraphs of this Modification are inserted for convenience only
and do not constitute a part of this Modification.

              3E.      Counterparts.  This Modification may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument.

              3F.      No Other Amendment.  Except as expressly amended hereby,
all of the terms, conditions and obligations of the Note Agreement shall
remain in full force and effect.




                            [Signatures on Next Page]


                                       39
<PAGE>


         If you are in  agreement  with the  foregoing,  please sign the form of
acceptance on the enclosed counterpart of this letter and return the same to the
Company,  whereupon  this  letter  shall  become a binding  agreement  among the
Company and you.

                                            Very truly yours,

                                            CONE MILLS CORPORATION



                       By: _______________________________
                                     Title:




The foregoing Modification
is hereby accepted as of the
Effective Date.


THE PRUDENTIAL INSURANCE COMPANY
  OF AMERICA


By: ___________________________
      Title:

                                      40
<PAGE>

                                                   Exhibit A


                                                  [FORM OF NOTE]


THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE OFFERED OR SOLD IN VIOLATION OF SUCH ACT.


                                              CONE MILLS CORPORATION


                      8.75% SENIOR NOTE DUE AUGUST 13, 2002


No. _______                               February 14, 1998
$------------


         FOR VALUE RECEIVED,  the undersigned,  CONE MILLS  CORPORATION  (herein
called the  "Company"),  a corporation  organized and existing under the laws of
the    State    of    North    Carolina,    hereby    promises    to    pay   to
____________________________,  or  registered  assigns,  the  principal  sum  of
______________________________   DOLLARS  on  August  13,  2002,  with  interest
(computed on the bases of a 360-day year having twelve 30-day months) (a) on the
unpaid  balance  thereof at the Coupon  Rate (as  defined  below)  from the date
hereof,  payable  semiannually  on the 13th day of August and  February  in each
year,  commencing  with the August 13 or  February 13 next  succeeding  the date
hereof, until the principal hereof shall have become due and payable, and (b) on
any overdue  payment  (including  payment of interest and any overdue payment of
any Yield-  Maintenance  Amount (as  defined in the Note  Agreement  referred to
below),  payable  semiannually as aforesaid (or, at the option of the registered
holder  hereof,  on  demand),  at a rate per annum  from  time to time  equal or
greater of (i) 2.0% over the Coupon  Rate or (ii) 2.0% over the rate of interest
publicly announced by Bank of New York from time to time in New York City as its
Prime Rate.

         "Coupon  Rate"  means a rate of  interest  per  annum  equal to  8.75%;
provided,  however,  that if the Company shall  satisfy the Ratings  Requirement
(which  shall be evidenced  by the  delivery of an  Officer's  Certificate  duly
executed by the chief  financial  officer of the Company  specifying the date of
such  compliance),  such rate of  interest  shall be  reduced  to 8.0% per annum
commencing with the date of such compliance.

                                   41
<PAGE>

         Payments  of  principal  of or  interest  on and any  Yield-Maintenance
Amount  payable  with  respect to this Note are to be made at the main office of
Bank of New York in New York City or at such other  place as the  holder  hereof
shall designate to the Company in writing,  in lawful money of the United States
of America.

         This  Note is one of a  series  of  Senior  Notes  (herein  called  the
"Notes") issued  pursuant to a Note Agreement,  dated as of August 13, 1992 ( as
amended, herein called the "Agreement"),  between the Company and The Prudential
Insurance Company of America and is entitled to the benefits thereof.

         This Note is a registered Note and, as provided in the Agreement,  upon
surrender  of  this  Note  for  registration  of  transfer,  duly  endorsed,  or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof such holder's attorney duly authorized in writing,  a new Note for
a like  principal  amount will be issued to, and  registered in the name of, the
transferee.  Prior to due presentment for registration of transfer,  the Company
may treat the person in whose name this Note is  registered  as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company
shall not be affected by any notice to the contrary.

         The Company agrees to make prepayments of principal on the dates and in
the amounts  specified in the  Agreement.  This Note is also subject to optional
prepayment, in whole or from time to time in part, on the terms specified in the
Agreement.

         In case an Event of Default,  as defined in the Agreement,  shall occur
and be  continuing,  the  principal  of this Note may be declared  or  otherwise
become  due and  payable  in the  manner  and with the  effect  provided  in the
Agreement.

         This  Note is  intended  to be  performed  in the State of New York and
shall be construed  and enforced in  accordance  with the law of such State.  AS
PROVIDED  IN  PARAGRAPH  11L  OF  THE  AGREEMENT,  THE  COMPANY  SUBMITS  TO THE
JURISDICTION  OF THE SUPREME  COURT OF NEW YORK COUNTY,  NEW YORK AND THE UNITED
STATES  DISTRICT  COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK, IN ANY ACTION OR
PROCEEDING RELATING TO THIS NOTE.

                                   42
<PAGE>

         This Note is given in  substitution  for, and not in repayment  of, the
promissory  note dated August 13, 1992 made by the Company to the holder  hereof
in connection with the Note Agreement.

                                           CONE MILLS CORPORATION


                        By: _____________________________
                                     Title:


                        By: _____________________________
                                     Title:


                                   43