FORM 10-Q
Exhibit 4.4(f)

              AMENDMENT NO. 5 TO CREDIT AGREEMENT

          AMENDMENT dated as of March 30, 1997 to the
Amended and Restated Credit Agreement dated as of November
18, 1994 (as heretofore amended, the "Agreement") among Cone
Mills Corporation, the banks listed on the signature pages
thereof (the "Banks") and Morgan Guaranty Trust Company of
New York, as Agent (the "Agent").

          The parties hereto agree as follows with respect
to the Agreement:

          SECTION 1.  Definitions; References.  Unless
otherwise specifically defined herein, each term used herein
which is defined in the Agreement shall have the meaning
assigned to such term in the Agreement.  Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and
each other similar reference contained in the Agreement
shall from and after the date hereof refer to the Agreement
as amended hereby.

          SECTION 2.  Amendment of Section 5.10 of the
Agreement. Section 5.10 of the Agreement is amended to read
in full as follows:

               SECTION 5.10.  Debt Ratio.  As of the last
day of each fiscal quarter ended after March 30, 1997, the
percentage of Adjusted Cash Flow for the period of four
consecutive fiscal quarters then ended to Total Consolidated
Debt as of such day will not be less than 26%.

          SECTION 3. Amendment of Section 5.11 of the
Agreement. Section 5.11 of the Agreement is amended to read
in full as follows:

               SECTION 5.11. Interest Coverage Ratio. As of
the last day of the following fiscal quarters, the ratio of
EBIT to Consolidated Interest Expense in each case for the
period of four consecutive fiscal quarters then ended, will
not be less than the following amounts:

               Fiscal Quarter Ending         Ratio

               Prior to June 30, 1996        2.3:1
               June 30, 1996                 1.8:1
               September 29, 1996            1.4:1
               December 29, 1996             1.0:1
               March 30, 1997                0.1:1
               After March 30, 1997          2.3:1
                          Page 163
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FORM 10-Q
Exhibit 4.4(f)  (continued)

          SECTION 4. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.

          SECTION 5. Counterparts; Effectiveness. This
Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the
date first written above when the Agent shall have received
duly executed counterparts hereof signed by the Borrower and
the Required Banks.

          IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first
above written.

                    CONE MILLS CORPORATION

                    By /s/ David E. Bray                   
                    Title: Treasurer

                    MORGAN GUARANTY TRUST COMPANY
                       OF NEW YORK

                    By /s/ Glenda L. Irving                
                    Title: Vice President

                    FIRST UNION NATIONAL BANK
                       OF NORTH CAROLINA

                    By /s/ S. C. Patrick McCormick         
                    Title: Senior Vice President

                    NATIONSBANK, N. A.

                    By /s/ E. Phifer Helms                 
                    Title: Senior Vice President

                    WACHOVIA BANK OF NORTH
                       CAROLINA, N. A .

                    By /s/ W. Stanton Laight               
                    Title: Senior Vice President






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