FORM 10-Q

Exhibit 2.1(h)

         AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT


          AMENDMENT dated as of June 30, 1996 (this
"Amendment") of a Receivables Purchase Agreement dated as of
August 11, 1992, as amended (as amended, the "Receivables
Purchase Agreement") between CONE MILLS CORPORATION (the
"Seller") and DELAWARE FUNDING CORPORATION (the "Buyer"). 
Terms defined in the Receivables Purchase Agreement and not
otherwise defined herein have the same meaning when used
herein.

                         WITNESSETH:


          WHEREAS, the Seller and the Buyer are parties to the
Receivables Purchase Agreement; and

          WHEREAS, the Seller and the Buyer desire to amend
the Interest Coverage Test contained in Section 6.02(j)(i) of
the Receivables Purchase Agreement; 

          NOW, THEREFORE, the parties hereto, in consideration
of their mutual covenants hereinafter set forth and intending
to be legally bound hereby, agree as follows:


          ARTICLE I.     Amendment to the Receivables
                         Purchase Agreement.

          Subject to the satisfaction of the condition
precedent specified in Article IV hereof, the Receivables
Purchase Agreement shall be amended as follows:

          Section 6.02(j)(i) of the Receivables Purchase
Agreement is amended in its entirety to read as follows:

          (j) (i) Interest Coverage Test.  As of the last day
     of (i) each fiscal quarter ended on June 30, 1996,
     September 29, 1996 and December 29, 1996, the ratio of
     EBIT to Consolidated Interest Expense for the period of
     four consecutive fiscal quarters then ended will not be
     less than 1.8:1 and (ii) each fiscal quarter ended either
     prior to June 30, 1996 or after December 29, 1996, the
     ratio of EBIT to Consolidated Interest Expense for the
     period of four consecutive fiscal quarters then ended
     will not be less than 2.3:1.

                           Page 37
<PAGE>
FORM 10-Q

Exhibit 2.1(h)  (continued)

          For the purpose of this Section 6.02(j)(i):

          "EBIT" shall mean, for any period, the sum for the
     Seller and its Consolidated Subsidiaries (determined on
     a consolidated basis without duplication in accordance
     with GAAP) of (a) Consolidated Net Income for such period
     plus (b) the aggregate amount deducted in determining
     Consolidated Net Income in respect of Consolidated
     Interest Expense and income taxes for such period.

          "Consolidated Interest Expense" shall mean, for any
     period, for the Seller and its Consolidated Subsidiaries
     (determined on a consolidated basis without duplication
     in accordance with GAAP), the interest expense for such
     period.

          ARTICLE II.    Representations.

          The Seller hereby represents and warrants that,
after giving effect to this Amendment:

            the representations and warranties set forth in
Section 5.01 of the Receivables Purchase Agreement are true on
the date hereof as if made on and as of the date hereof except
as such representations and warranties specifically relate to
an earlier date and as if each reference to the "Receivables
Purchase Agreement" in said Section 5.01 was deemed to be a
reference to the Receivables Purchase Agreement as amended by
this Amendment; and

          (a)  there shall exist no Termination Event or
Potential Termination Event under the Receivables Purchase
Agreement.

          ARTICLE III.   Status of the Receivables Purchase
                         Agreement.

          Except as otherwise expressly provided herein, all
terms and conditions of the Receivables Purchase Agreement are
ratified and shall remain unchanged and continue in full force
and effect.  Each reference in the Receivables Purchase
Agreement to such Agreement or any exhibit thereto shall mean
and be a reference to the Receivables Purchase Agreement and
the exhibits thereto as amended hereby.

                           Page 38
<PAGE>
FORM 10-Q

Exhibit 2.1(h)   (continued)


          ARTICLE IV.    Conditions Precedent.

          The amendments to the Receivables Purchase Agreement
set forth in Article I hereof shall become effective upon the
execution and delivery of this Amendment by each of the
parties hereto.

          ARTICLE V.     Governing Law.

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

          ARTICLE VI.    Counterparts.

          This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one 
agreement, and any of the parties hereto may execute this
Amendment by signing such counterpart.

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

                         DELAWARE FUNDING CORPORATION

                         by:  Morgan Guaranty Trust Company  
                                of New York,
                              as attorney-in-fact for       
                         Delaware Funding Corporation


                         by: /s/ Richard A. Burke           
                            Authorized Signatory

                                 Associate                  
                            Title


                         CONE MILLS CORPORATION


                         by: /s/ David E. Bray              
                            Authorized Signatory

                                 Treasurer                  
                            Title 

                           Page 39