162

Exhibit 4.1(a)
                                                ARTICLES OF AMENDMENT
                                                         of
                                               CONE MILLS CORPORATION


     The undersigned  corporation hereby submits these Articles of Amendment for
the purpose of amending its Articles of  Incorporation  to fix the  designation,
preferences,  limitations,  and  relative  rights  of a  series  of its  Class B
Preferred  Stock: 1. The name of the corporation is Cone Mills  Corporation.  2.
The following resolution relating to the fixing of the designation, preferences,
limitations,  and relative  rights of the Class B Preferred  Stock (Series A) of
the Corporation was duly adopted by the Board of Directors of the Corporation at
a meeting held on the 14th day of October,  1999, without shareholder  approval,
which was not required  because the Restated  Articles of  Incorporation  of the
Corporation  provide that the Board of Directors may determine the  preferences,
limitations,  and relative rights of that class: RESOLVED,  that pursuant to the
authority  granted to and vested in the Board of  Directors  of the  Corporation
(the "Board of Directors") by the Restated Articles of Incorporation,  the Board
of Directors  hereby  creates a series of Class B Preferred  Stock (the "Class B
Preferred   Stock  (Series  A"),  of  the  Corporation  and  hereby  states  the
designation and number of shares,  and fixes the preferences,  limitations,  and
relative rights thereof as follows:  1.  Designation  and Amount.  The shares of
such series shall be designated as "Class B Preferred Stock (Series A)", and the
number of shares  constituting  the Class B Preferred  Stock (Series A) shall be
500,000.  Such number of shares may be increased or decreased by  resolution  of
the Board of  Directors;  provided  that no decrease  shall reduce the number of
shares of Class B Preferred Stock (Series A) to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the
exercise of  outstanding  options,  rights or warrants or upon the conversion of
any outstanding  securities  issued by the Corporation  convertible into Class B
Preferred Stock (Series A). 2. Dividends and Distributions.
 (a) Subject to the
rights of the holders of any shares of any series of capital stock ranking prior
and  superior  to the  Class  B  Preferred  Stock  (Series  A) with  respect  to
dividends,  the  holders of shares of Class B  Preferred  Stock  (Series  A), in
preference  to the holders of Common  Stock (as defined in  paragraph 12 below),
and of any Junior Stock (as defined in paragraph 12 below), shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose,  quarterly dividends payable in cash on the first day
of March,  June,  September  and  December  in each year  (each  such date being
referred to herein as a "Quarterly  Dividend  Payment Date"),  commencing on the
first  Quarterly  Dividend  Payment Date after the first  issuance of a share or
fraction  of a share of Class B  Preferred  Stock  (Series  A), in an amount per
share  (rounded  to the  nearest  cent) equal to the greater of (a) $1.00 or (b)
subject to the  provision  for  adjustment  hereinafter  set forth 100 times the
aggregate  per share amount of all cash  dividends,  and 100 times the aggregate
per  share  amount  (payable  in  kind)  of  all  noncash   dividends  or  other
distributions,  other  than a dividend  payable  in shares of Common  Stock or a
subdivision of the outstanding  shares of Common Stock (by  reclassification  or
otherwise),  declared  on the  Common  Stock  since  the  immediately  preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment  Date,  since the first  issuance of any share or fraction of a share of
Class B Preferred Stock (Series A). If the  Corporation  shall at any time after
October 14, 1999 (the "Rights  Declaration Date") declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination of the outstanding  shares of Common Stock (by  reclassification  or
otherwise)  into a greater or lesser number of shares of Common  Stock,  then in
each such case the amount to which holders of shares of Class B Preferred  Stock
(Series A) were entitled immediately prior to such event under clause (b) of the
preceding  sentence shall be adjusted by  multiplying  such amount by a fraction
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were  outstanding  immediately  prior to such event.
(b) The Board of Directors shall declare a dividend or distribution on the Class
B Preferred Stock (Series A) as provided in subparagraph  (a) above  immediately
after it declares a dividend or  distribution  on the Common Stock (other than a
dividend  payable in shares of Common  Stock);  provided  that,  in the event no
dividend or distribution shall have been declared on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment  Date, a dividend of $1.00 per share on the Class B
Preferred  Stock  (Series A) shall  nevertheless  be payable on such  subsequent
Quarterly  Dividend  Payment Date.
(c) Dividends  shall begin to accrue and be
cumulative on outstanding  shares of Class B Preferred Stock (Series A) from the
Quarterly  Dividend Payment Date next preceding the date of issue of such shares
of Class B Preferred  Stock  (Series A), unless the date of issue of such shares
is on or before the record date for the first Quarterly  Dividend  Payment Date,
in which case  dividends on such shares shall begin to accrue and be  cumulative
from  the  date of  issue  of such  shares,  or  unless  the  date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders  of  shares of Class B  Preferred  Stock  (Series  A)
entitled  to  receive  a  quarterly  dividend  and on or before  such  Quarterly
Dividend  Payment Date, in either of which events such dividends  shall begin to
accrue and be cumulative from such Quarterly  Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest.  Dividends paid on the shares of Class
B Preferred  Stock  (Series A) in an amount  less than the total  amount of such
dividends at the time accrued and payable on such shares shall be allocated  pro
rata on a  share-by-share  basis among all such shares at the time  outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Class B Preferred  Stock  (Series A) entitled to receive  payment of a
dividend or distribution  declared  thereon,  which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.  3. Voting Rights.
In addition to any other voting rights required by law, the holders of shares of
Class B Preferred Stock (Series A) shall have the following  voting rights:  (a)
Subject to the provision for  adjustment  hereinafter  set forth,  each share of
Class B Preferred Stock (Series A) shall entitle the holder thereof to 100 votes
on all matters  submitted to a vote of shareholders of the  Corporation.  If the
Corporation shall at any time after the Rights Declaration Date pay any dividend
on Common  Stock  payable in shares of Common Stock or effect a  subdivision  or
combination of the outstanding  shares of Common Stock (by  reclassification  or
otherwise)  into a greater or lesser number of shares of Common  Stock,  then in
each such case the number of votes per share to which holders of shares of Class
B Preferred Stock (Series A) were entitled immediately prior to such event shall
be adjusted by  multiplying  such number by a fraction the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding  immediately  prior to such event. (b) Except as otherwise  provided
herein or by law,  the holders of shares of Class B Preferred  Stock  (Series A)
and the holders of shares of Common Stock shall vote  together as a single class
on all matters  submitted to a vote of shareholders of the Corporation.  (c) (i)
If at any time  dividends on any Class B Preferred  Stock (Series A) shall be in
arrears in an amount equal to six quarterly dividends thereon, the occurrence of
such contingency  shall mark the beginning of a period (a "default period") that
shall  extend  until such time when all  accrued  and unpaid  dividends  for all
previous  quarterly  dividend  periods  and for the current  quarterly  dividend
period on all shares of Class B  Preferred  Stock  (Series  A) then  outstanding
shall have been declared and paid or set apart for payment.  During each default
period,  all holders of shares of Class B  Preferred  Stock  (Series A),  voting
separately  as a class,  shall  have the  right to elect two  Directors.
 (ii)
During any default period, such voting right of the holders of Class B Preferred
Stock (Series A) may be exercised initially at a special meeting called pursuant
to  subparagraph  (c)(iii) below or at any annual meeting of  shareholders,  and
thereafter at annual meetings of shareholders; provided that neither such voting
right nor the right of the  holders  of Class B  Preferred  Stock  (Series A) to
increase  the  authorized  number of  Directors  may be exercised at any meeting
unless the holders of 20% in number of shares of Class B Preferred Stock (Series
A) outstanding  shall be present in person or by proxy.  The absence of a quorum
of the holders of Common  Stock shall not affect the  exercise by the holders of
Class B Preferred Stock (Series A) of such voting right. At any meeting at which
the holders of Class B Preferred  Stock  (Series A) shall  exercise  such voting
right initially  during an existing  default period,  they shall have the right,
voting  separately as a class, to elect Directors to fill up to two vacancies in
the Board of Directors,  if any such vacancies may then exist, or, if such right
is exercised at an annual  meeting,  to elect two Directors.  If the number that
may be so elected at any special meeting does not amount to the required number,
the holders of shares of Class B Preferred Stock (Series A) shall have the right
to make such increase in the number of Directors as shall be necessary to permit
the  election  by them of the  required  number.  After the  holders  of Class B
Preferred  Stock (Series A) shall have exercised  their right to elect Directors
during any default  period,  the number of  Directors  shall not be increased or
decreased except as approved by a vote of the holders of Class B Preferred Stock
(Series A) as herein provided or pursuant to the rights of any equity securities
ranking  senior to or pari passu with the Class B  Preferred  Stock  (Series A).
(iii) Unless the holders of Class B Preferred Stock (Series A) shall,  during an
existing  default  period,  have  previously  exercised  their  right  to  elect
Directors,  the Board of Directors may order, or any shareholder or shareholders
owning in the aggregate not less than 10% of the total number of shares of Class
B Preferred Stock (Series A) outstanding  may request,  the calling of a special
meeting of the holders of Class B Preferred  Stock  (Series  A),  which  meeting
shall thereupon be called by the President, a Vice President or the Secretary of
the  Corporation.  Notice of such  meeting  and of any  annual  meeting at which
holders of Class B Preferred  Stock  (Series A) are entitled to vote pursuant to
this  subparagraph  (c)(iii)  shall be given to each holder of record of Class B
Preferred  Stock  (Series A) by mailing a copy of such notice to him at his last
address as the same appears on the books of the Corporation.  Such meeting shall
be called for a time not  earlier  than 10 days and not later than 60 days after
such order or request or in  default of the  calling of such  meeting  within 60
days after such order or request,  such meeting may be called on similar  notice
by any shareholder or shareholders  owning in the aggregate not less than 10% of
the total number of  outstanding  shares of Class B Preferred  Stock (Series A).
Notwithstanding  the provisions of this subparagraph  (c)(iii),  no such special
meeting shall be called during the 60 days immediately  preceding the date fixed
for the next annual meeting of the  shareholders.
(iv) In any default period,
the holders of Common Stock,  and any other classes of stock of the  Corporation
if  applicable,  shall  continue  to be  entitled  to elect the whole  number of
Directors  until the  holders of Class B Preferred  Stock  (Series A) shall have
exercised  their  right to elect  two  Directors  voting  as a class,  after the
exercise of which right (x) the  Directors  so elected by the holders of Class B
Preferred Stock (Series A) shall continue in office until their successors shall
have been elected by such holders or until the expiration of the default period,
and (y) any  vacancy  in the Board of  Directors  may  (except  as  provided  in
subparagraph  (c)(ii)  above) be filled by vote of a majority  of the  remaining
Directors  theretofore  elected by the class which  elected the  Director  whose
office shall have become  vacant.  References  in this  subparagraph  (c)(iv) to
Directors  elected by a particular class shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the preceding sentence.
(v) Immediately  upon the expiration of a default  period,  (x) the right of the
holders of Class B Preferred  Stock  (Series A), as a separate  class,  to elect
Directors shall cease,  (y) the term of any Directors  elected by the holders of
Class B Preferred Stock (Series A), as a separate class,  shall  terminate,  and
(z) the number of  Directors  shall be such number as may be provided for in, or
pursuant to, the Restated Articles of Incorporation or Bylaws of the Corporation
irrespective  of any increase  made pursuant to the  provisions of  subparagraph
(c)(ii) above (such number being subject,  however,  to change thereafter in any
manner provided by law or in the Restated  Articles of Incorporation or Bylaws).
Any  vacancies in the Board of Directors  effected by the  provisions of clauses
(x) and  (y) in the  preceding  sentence  may be  filled  by a  majority  of the
remaining Directors.  (d) Except as set forth herein or as otherwise provided in
the  Restated  Articles of  Incorporation,  holders of Class B  Preferred  Stock
(Series A) shall have no special  voting  rights and their  consent shall not be
required  (except to the extent they are entitled to vote with holders of Common
Stock  as set  forth  herein)  for  taking  any  corporate  action.  4.  Certain
Restrictions.   (a)  Whenever   quarterly   dividends  or  other   dividends  or
distributions  payable on the Class B Preferred  Stock (Series A) as provided in
Section 2 are in arrears,  thereafter and until all accrued and unpaid dividends
and  distributions,  whether or not declared,  on outstanding  shares of Class B
Preferred Stock (Series A) shall have been paid in full, the  Corporation  shall
not: (i) declare or pay  dividends  on, or make any other  distributions  on, or
redeem or  repurchase  or  otherwise  acquire for  consideration,  any shares of
Junior Stock;  (ii) declare or pay dividends on or make any other  distributions
on any  shares of Parity  Stock (as  defined  in  paragraph  12  below),  except
dividends  paid ratably on the Class B Preferred  Stock  (Series A) and all such
Parity Stock on which  dividends  are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then  entitled;  (iii)
redeem or repurchase or otherwise acquire for consideration shares of any Parity
Stock;  provided,  however,  that  the  Corporation  may  at  any  time  redeem,
repurchase or otherwise  acquire shares of any such Parity Stock in exchange for
shares of any Junior  Stock;  or
 (iv)  repurchase  or  otherwise  acquire  for
consideration any shares of Class B Preferred Stock (Series A), or any shares of
Parity Stock,  except in accordance  with a purchase offer made in writing or by
publication  (as  determined  by the Board of  Directors) to all holders of such
shares upon such terms as the Board of  Directors,  after  consideration  of the
respective  annual  dividend rates and other relative  rights and preferences of
the respective series and classes,  shall determine in good faith will result in
fair and equitable  treatment  among the respective  series or classes.  (b) The
Corporation  shall not permit any  subsidiary of the  Corporation to purchase or
otherwise  acquire  for  consideration  any  shares of stock of the  Corporation
unless  the  Corporation  could,  under  subparagraph  (a)  above,  purchase  or
otherwise  acquire  such shares at such time and in such manner.  5.  Reacquired
Shares.  Any shares of Class B Preferred Stock (Series A) purchased or otherwise
acquired  by the  Corporation  in any manner  whatsoever  shall be  retired  and
cancelled  promptly after the  acquisition  thereof.  All such shares shall upon
their  cancellation  become  authorized but unissued shares of Class B Preferred
Stock and may be  reissued  as part of a new series of Class B  Preferred  Stock
subject  to the  conditions  and  restrictions  on  issuance  set  forth in this
resolution, in the Restated Articles of Incorporation,  or in any other Articles
of  Amendment  creating a series of Preferred  Stock or any similar  stock or as
otherwise  required by law. 6. Liquidation,  Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (a) to the holders of shares of Junior Stock unless,  prior thereto, the
holders of shares of Class B  Preferred  Stock  (Series  A) shall have  received
$1.00 per share,  plus an amount  equal to  accrued  and  unpaid  dividends  and
distributions  thereon,  whether or not  declared,  to the date of such payment;
provided that the holders of shares of Class B Preferred  Stock (Series A) shall
be entitled to receive an aggregate  amount per share,  subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to
be  distributed  per share to holders of Common Stock,  or (b) to the holders of
Parity Stock,  except  distributions made ratably on the Class B Preferred Stock
(Series A) and all such other Parity Stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution or winding up. If the Corporation shall at any time after the Rights
Declaration  Date pay any dividend on Common  Stock  payable in shares of Common
Stock or effect a subdivision or combination of the outstanding shares of Common
Stock (by  reclassification  or  otherwise)  into a greater or lesser  number of
shares of Common  Stock,  then in each such case the  aggregate  amount to which
holders  of  shares  of  Class  B  Preferred  Stock  (Series  A)  were  entitled
immediately  prior to such  event  under  the  proviso  set  forth in (a) of the
preceding  sentence shall be adjusted by  multiplying  such amount by a fraction
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding  immediately prior to such event.

7.  Consolidation,  Merger,  etc.  If  the  Corporation  shall  enter  into  any
consolidation, merger, share exchange, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash or any other  property,  or any  combination of the foregoing,
then in any such case each share of Class B Preferred  Stock (Series A) shall at
the same time be  similarly  exchanged  or  changed  into an amount  per  share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate amount of stock, securities,  cash or any other property, as
the case may be,  into which or for which each share of Common  Stock is changed
or exchanged.  If the Corporation shall at any time after the Rights Declaration
Date pay any  dividend  on Common  Stock  payable  in shares of Common  Stock or
effect a subdivision or combination  of the  outstanding  shares of Common Stock
(by  reclassification or otherwise) into a greater or lesser number of shares of
Common  Stock,  then in each such  case the  amount  set forth in the  preceding
sentence  with  respect to the exchange or change of shares of Class B Preferred
Stock (Series A) shall be adjusted by multiplying  such amount by a fraction the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event. 8.
No Redemption.  The Class B Preferred  Stock (Series A) shall not be redeemable.
9. Rank.  The Class B Preferred  Stock (Series A) shall rank junior to all other
series and  classes of the  Corporation's  Preferred  Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series or
class  shall  provide  otherwise.   10.  Amendment.  The  Restated  Articles  of
Incorporation  of  the  Corporation,   including,   without   limitation,   this
resolution, shall not be amended in any manner (whether by merger, consolidation
or  otherwise)  so as to  adversely  affect the powers,  preferences  or special
rights of the Class B Preferred Stock (Series A) without the affirmative vote of
the holders of a majority of the  outstanding  shares of Class B Preferred Stock
(Series  A),  voting  separately  as a class.  11.  Fractional  Shares.  Class B
Preferred  Stock  (Series A) may be issued in  fractions  of a share which shall
entitle the  holder,  in  proportion  to such  holder's  fractional  shares,  to
exercise voting rights,  receive dividends,  participate in distributions and to
have the  benefit  of all other  rights of holders  of Class B  Preferred  Stock
(Series A). 12. Certain Definitions.  As used herein with respect to the Class B
Preferred  Stock  (Series  A), the  following  terms  shall  have the  following
meanings:  (a) "Common Stock" means the common stock, par value $0.10 per share,
of the  Corporation  at the  date  hereof  or any  other  stock  resulting  from
successive changes or reclassification of the common stock.
(b) "Junior Stock"
means the Common  Stock and any other  class or series of  capital  stock of the
Corporation  hereafter  authorized  or issued  over which the Class B  Preferred
Stock  (Series A) has  preference  or priority as to the payment of dividends or
distributions of assets upon any  liquidation,  dissolution or winding up of the
Corporation.  (c) "Parity  Stock" means any class or series of capital  stock of
the Corporation hereafter authorized or issued ranking pari passu with the Class
B Preferred Stock (Series A) as to the payment of dividends or  distributions of
assets upon any liquidation,  dissolution or winding up of the  Corporation.  IN
WITNESS WHEREOF,  Cone Mills Corporation has caused these Articles of Amendment,
which were duly adopted by the Board of Directors of the  Corporation on October
     14, 1999, to be signed by its President on this 20th day of October,  1999.
(c) "Parity Stock" means any class or series of capital stock of the Corporation
hereafter  authorized  or issued  ranking  pari passu with the Class B Preferred
Stock (Series A) as to the payment of dividends or  distributions of assets upon
any  liquidation,  dissolution  or  winding  up of the  Corporation.  IN WITNESS
WHEREOF,  Cone Mills  Corporation has caused these Articles of Amendment,  which
were duly adopted by the Board of Directors  of the  Corporation  on October 14,
1999, to be signed by its President on this 20th day of October, 1999.
                                                         CONE MILLS CORPORATION


                                                   By /s/ John L. Bakane
John L. Bakane