FORM 10-Q

Exhibit 4.8(c)

                     THIRD AMENDMENT TO THE
                CONE MILLS CORPORATION 1983 ESOP

           (As Amended and Restated December 1, 1994)




     THIRD AMENDMENT, dated August 7, 1997, to the Cone Mills
Corporation 1983 ESOP, As Amended and Restated December 1, 1994
(the "1983 ESOP").

RECITALS

     A.   Certain benefits under the 1983 ESOP are coordinated with
the Corporation's defined benefit pension plans (the "Pension
Plans") through use of a floor offset arrangement. As a result, in
administering the 1983 ESOP, it is necessary for the Advisory
Committee to convert all or part of the annuities payable under the
Pension Plans to lump sum amounts.

     B.   For purposes of converting the annuities to lump sum
amounts and pursuant to the terms of the 1983 ESOP, the Advisory
Committee has used information provided by Prudential Insurance
Company of America ("Prudential") or another insurance company with
respect to the cost of purchasing a commercial annuity from
Prudential or such other insurance company.

     C.   Prudential has notified the Advisory Committee that it is
no longer willing to provide the information necessary to convert
annuities to lump sum amounts. However, Prudential has agreed to
continue providing the necessary information through December 31,
1997, provided the 1983 ESOP is amended to delete all references to
Prudential.

     D.   The Advisory Committee has been unable to obtain an
alternative source of reliable and consistent information with
respect to the cost of purchasing commercial annuities.

     E.   The Actuary for the Pension Plans has recommended that
the 1983 ESOP be amended to provide that annuities shall be
converted to lump sum amounts by using the mortality table
prescribed under Section 417(e)(3) of the Internal Revenue Code and
an annual rate of interest based on 30-year Treasury securities
(GATT rate), as incorporated in the Pension Plans.



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FORM 10-Q

Exhibit 4.8(c)  (continued)

     F.   The Board of Directors desires to amend the 1983 ESOP to
adopt the recommendations of the Actuary and thereby to enable the
Advisory Committee to continue administering the 1983 ESOP
efficiently and in a manner that will expedite the calculation and
distribution of benefits.

     NOW, THEREFORE, the 1983 ESOP shall be amended as follows:

     (1)  Effective August 7, 1997, by deleting from the second
sentence of Plan Section 6.03(c) the phrase "the cost of purchasing
from Prudential Insurance Company of America (or another legal
reserve life insurance company selected by the Advisory Committee
for this purpose)" and inserting in lieu thereof the following:
"the cost of purchasing from a legal reserve life insurance company
selected by the Advisory Committee for this purpose...."

     (2)  Effective January 1, 1998, subject to the issuance of a
favorable determination letter with respect thereto by the Internal
Revenue Service, by deleting the first three sentences of Plan
Section 6.03(c) in their entirety and inserting in lieu thereof the
following:

     "(c) Offset Amount means, with respect to each Member, that
          portion of his ESOP A Account balance that would have to
          be transferred to the defined benefit plan that is this
          Plan's floor plan in the floor-offset plan arrangement
          incorported in that defined benefit plan (the "floor
          plan") so that there would be no reduction in the
          Member's pension benefit under the floor plan by reason
          of the floor-offset arrangement. The Offset Amount shall
          be the amount determined by using the actuarial
          assumptions set forth in the floor plan and converting to
          a lump sum that portion of the pension benefit under the
          floor plan which is subject to offset by reason of the
          floor-offset arrangement."

     IN WITNESS WHEREOF, this Third Amendment, having been duly
authorized by the Board of Directors of Cone Mills Corporation at
a meeting duly held on August 7, 1997, is signed by the Vice
President and Secretary of the Corporation on this 7th day of
August, 1997.

                         CONE MILLS CORPORATION

                         By: /s/Terry L. Weatherford         
                         Title: Vice President and Secretary


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