Exhibit 10.24.2


Amendment as of November 12, 2003 of
Amendment and  Restatement of
Yarn Purchase Agreement as of January 1, 1999
as amended by an Amended and Restated Yarn
Purchase Agreement dated as of February 15, 2002


                  WHEREAS,  Parkdale  America,  LLC and Cone Mills  Corporation,
hereinafter  referred to as "Cone," are parties to a Yarn Purchase  Agreement as
of January 1, 1999, as amended by an Amendment and  Restatement of Yarn Purchase
Agreement effective as of February 15, 2002,among Cone,  Parkdale America,  LLC,
Parkdale  Mills,  Incorporated,   and  Magnolia  Manufacturing  Co.,  Inc.  (the
"Agreement"); and

                  WHEREAS,   Parkdale   America,   LLC   and   Parkdale   Mills,
Incorporated,  for itself and as successor  by merger to Magnolia  Manufacturing
Co., Inc.,  together  hereinafter  referred to as "Parkdale," and Cone desire to
amend the Agreement to reflect an agreement  between the parties with respect to
matters resulting from the filing by Cone for protection under Chapter 11 of the
U.S.  Bankruptcy  Code and its plans for a Section  363 sale of its assets at an
auction scheduled for January 29, 2004 (the "Auction"),  to WLR Recovery Fund II
LLP and WLR Cone Mills  Acquisition LLC,  together referred to as "WLR", or such
other successful bidder(s);

It is agreed between the parties:

1. Cone will assume the Agreement,  as amended hereby, in its bankruptcy case by
filing a motion  with the United  States  Bankruptcy  Court for the  District of
Delaware (the "Bankruptcy Court") on or before November 14, 2003; and

2. From the date the Bankruptcy Court enters an order authorizing Cone to assume
the Agreement,  as amended hereby (the  "Assumption  Date") until the earlier of
(i) the date the Bankruptcy  Court enters an order  approving the results of the
auction for a sale of substantially all of Cone's assets or all or a substantial
portion of Cone's denim business line to WLR or such other successful  bidder(s)
acceptable  to  Parkdale  (the  "Auction  Approval  Date")  or (ii)  the date of
confirmation of a plan of reorganization  without a sale of substantially all of
Cone's assets or all or a substantial  portion of Cone's denim business line, or
alternatively,  with a sale of  substantially  all of Cone's  assets or all or a
substantial  portion  of  Cone's  denim  business  line  to  WLR or  such  other
successful bidder(s) acceptable to Parkdale (the "Confirmation Date"),  Parkdale
agrees  to extend  credit  terms to Cone of net  thirty  (30) days with a credit
limit of $2.2 million; and

3. From the Auction Approval Date or the Confirmation  Date, as the case may be,
until the  earlier  of the  closing of the sale of all or  substantially  all of
Cone's assets or all or a substantial portion of Cone's denim business line (the
"Auction  Closing Date") or the  consummation  of Cone's plan of  reorganization
(the "Effective Date"), respectively, credit terms shall be net thirty (30) days
with a credit  limit of the lesser of $4.0 million or at the total amount of the

                                  Page 1 of 3

<PAGE>


aggregate  cure payments that Cone has made to Parkdale  under the terms hereof;
and

4. Cone shall make aggregate cure payments to Parkdale of $4.0 million,  payable
$1.0 million per week (the "Cure Installments")  commencing the week of December
1, 2003 in full and complete satisfaction of the pre-petition claims of Parkdale
in the  aggregate  amount of  approximately  $4.6  million and any and all other
defaults under the Agreement existing as of the date of this Amendment; and

5. Immediately  following  Parkdale's  receipt of each of the Cure Installments,
Parkdale  shall  remit  payment to Cone in the amount of  one-fourth  all cotton
market  differential  deposits paid by Cone for  Parkdale's  post-petition  yarn
shipments to Cone; and

6. Following the Auction Closing Date or the Effective Date, as the case may be,
Parkdale  agrees to extend  credit terms to Cone or its assignee of net 35 days,
with a 10-day  grace  period for  payment.  Parkdale  will agree to increase the
credit  limit of Cone or its  assignee to an amount  sufficient  to support such
trade  terms  provided  Cone or its  assignee is able to provide  Parkdale  with
sufficient evidence of credit availability under applicable financing agreements
to pay Parkdale for all yarn shipped in accordance with the credit terms; and

7. Cone shall  outsource  to  Parkdale  any  conventional  ring yarn  production
pursuant to the  Agreement,  as amended  hereby,  at prices  currently in effect
under the Agreement; and

8.  Cone  shall  provide  to  Parkdale  a right of first  refusal  on all of its
domestic denim spun yarn purchases,  including without limitation  open-end yarn
purchases.  The cotton cost  component  of the  open-end  yarn  purchases  shall
reflect  market  basis  differential  as mutually  agreed  upon  annually by the
parties; and

9. This amendment to the Agreement is expressly subject to the entry of an order
by the  Bankruptcy  Court  approving the  assumption of the Agreement as amended
herein; and

10.  Parkdale will sell yarn to Cone at market  prices for cash before  delivery
until the Assumption Date; and

                                  Page 2 of 3

<PAGE>


11.  The  obligations  of  Parkdale  to  extend  credit  terms to Cone  pursuant
to the  Agreement,  as  amended  hereby,  shall  terminate  upon  the occurrence
of any of the following:

          a.   a  "Material  Adverse  Effect" as that term is defined in the WLR
               asset purchase  agreement,  as filed with the Bankruptcy Court on
               November 7, 2003; or

          b.   the failure of the Auction Approval Date or the Confirmation Date
               to occur within a reasonable time after February 16, 2004.

Each of the parties has caused this Amendment to be executed by its  appropriate
officer as of November 12, 2003.


PARKDALE                                             CONE MILLS CORPORATION

Parkdale America, LLC                                by: /s/Gary L. Smith

by: /s/Daniel K. Wilson                              title: EVP & CFO


title: EVP/CFO


Parkdale Mills, Incorporated
for itself and as successor by interest to
Magnolia Manufacturing Co., Inc.

by: /s/Daniel K. Wilson

title: EVP/CFO

                                  Page 3 of 3