FORM 10-Q

Exhibit 4.4(d)

             AMENDMENT NO. 3 TO CREDIT AGREEMENT

          AMENDMENT dated as of June 30, 1996 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 5.11 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 (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.

          SECTION 3.  Governing Law.  This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.

          SECTION 4.  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 June 30, 1996 when
the Agent shall have received duly executed counterparts
hereof signed by the Borrower and the Required Banks.
                           Page 46
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FORM 10-Q

Exhibit 4.4(d)   (continued)

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/Jeffrey Hwang           
                           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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