Exhibit 4.2.24


                                  AMENDMENT OF
                               1992 NOTE AGREEMENT


         This Amendment of 1992 Note Agreement ("AMENDMENT"), entered into as of
April 30, 2003,  by and among CONE MILLS  CORPORATION  (the  "COMPANY")  and THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA (the "NOTEHOLDER").

         WHEREAS,  the parties  hereto have executed and delivered  that certain
Note Agreement dated as of August 13, 1992 (as previously  amended and as it may
be further amended, modified or supplemented, the "NOTE AGREEMENT");

     WHEREAS,  the Company has requested that certain  amendments be made to the
Note Agreement and the Notes;

         WHEREAS,  Noteholder is willing to enter into this Amendment subject to
the satisfaction of conditions and terms set forth herein;

         WHEREAS,  capitalized terms used herein and not otherwise defined shall
have  the  meanings  set  forth  in the  Note  Agreement  (as  amended  by  this
Amendment); and

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

          1.   AMENDMENTS TO NOTE AMENDMENT.

          1A.  PARAGRAPH  1  OF  THE  NOTE  AGREEMENT.  The  first  sentence  of
Paragraph 1 of the Note  Agreement  is amended by  replacing  the words "May 30,
2003" with the words "June 27, 2003".

          1B.  SUBPARAGRAPH 4A OF THE NOTE AGREEMENT.  Subparagraph 4A(i) of the
Note  Agreement is amended by replacing  the words "May 30, 2003" with the words
"June 27, 2003".

         1C.   SUBPARAGRAPH   6A(I)  OF  THE  NOTE  AGREEMENT.   Clause  (f)  of
Subparagraph  6(A)(i) of the Note  Agreement is amended in its entirety to reads
as follows:

               "(f) $68,500,000 thereafter."

          1D.  SUBPARAGRAPH 6A(II) OF THE NOTE AGREEMENT. Subparagraph 6A9ii) of
the Note  Agreement is amended by replacing  the words  "December 29, 2002" with
the words "thereafter".

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          1E.  SUBPARAGRAPH 6A(III) OF THE NOTE AGREEMENT.  Subparagraph 6A(iii)
of the Note Agreement is amended by replacing the words "December 29, 2002" with
the words thereafter".

          1F.  PARAGRAPH  10B OF THE NOTE  AGREEMENT.  Paragraph 10B of the Note
Agreement is amended by inserting the following defined terms in the appropriate
alphabetical order in substitution of the corresponding  defined terms set forth
therein:

               "FISCAL  QUARTER" means each of the three month fiscal periods of
          the Company and its Subsidiaries with respect to 2000, ending on April
          2, 2000,  July 2, 2000,  October 1, 2000 and December  31, 2000;  with
          respect to 2001, ending on April 1, 2001, July 1, 2001,  September 30,
          2001 and December 30, 2001; with respect to 2002,  ending on March 31,
          2002,  June 30, 2002,  September  29, 2002 and December 29, 2002;  and
          with respect to 2003, ending on March 30, 2003 and June 29, 2003.

               "MATURITY DATE" means June 27, 2003.

          2.   CONDITIONS OF EFFECTIVENESS.  Upon satisfaction of the following,
the effective  date of this  Amendment  shall be April 30, 2003 (the  "EFFECTIVE
DATE"). This Amendment shall become effective when, and only when:

          2A.  the   Noteholder   shall  have  received  all  of  the  following
documents,  each (unless  otherwise  indicated) being dated the date hereof,  in
form and substance satisfactory to the Noteholder:

               (i) executed  originals of each of this Amendment and the Consent
          of Guarantors, attached hereto;

               (ii) a duly executed Credit  Agreement  Amendment (as hereinafter
          defined) in form and  substance  acceptable  to the  Noteholder  under
          which all conditions have been satisfied and that is in full force and
          effect;

               (iii) an  executed  allonge  to the Note in the form of Exhibit A
          hereto, and otherwise acceptable to the Noteholder;

               (iv)  a  duly  executed  letter  from  General  Electric  Capital
          Corporation,  in form  and  substance  acceptable  to the  Noteholder,
          confirming  that  the  conditions  set  forth  in  the  securitization
          agreement with the Company have been satisfied;

               (v) a certificate  of the Secretary or an Assistant  Secretary of
          the Company  certifying the names and true  signatures of the officers
          authorized  to sign this  Amendment  on behalf of the  Company and any
          other documents to be delivered by the Company hereunder;

               (vi) the  opinions of counsel to the  Company and the  Guarantors
          containing  such opinions and in form and substance  acceptable to the
          Noteholder and its counsel; and


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               (vii) such other documents, instruments, approvals or opinions as
          the Noteholder may reasonably request.

          2B.  the  Company  shall have paid all costs and  expenses  (including
legal fees) incurred by the Noteholder.

          2C.  the representations and warranties contained herein shall be true
on and as of the date hereof,  and there shall exist on the date hereof no Event
of Default or Default;  except as disclosed in writing to the Noteholder,  there
shall exist no material  adverse  change in the  financial  condition,  business
operation  or prospects of the Company or its  Subsidiaries  since  December 30,
2001;  and the Company  shall have  delivered  to the  Noteholder  an  Officer's
Certificate to such effect.

          3.   REPRESENTATIONS AND WARRANTIES.

          3A.  The   Company   hereby   repeats   and   confirms   each  of  the
representations  and warranties made by it in (i) the Credit Agreement (it being
understood that any reference therein to (1) Lender includes the Noteholder, and
(2) Loan Documents includes the Note Agreement and the Notes (as amended hereby)
and (ii) paragraph 8H of the Note Agreement,  as amended hereby,  as though made
on and as of the date hereof,  with each reference  therein to "this Agreement",
"hereof",  "hereunder",  "thereof",  "thereunder" and words of like import being
deemed to be a reference to the Note Agreement as amended hereby.

          3B.  The Company further represents and warrants as follows:

               (i) The  execution,  delivery and  performance  by the Company of
          this  Amendment  are  within  its  corporate  powers,  have  been duly
          authorized by all necessary corporate action and do not contravene (1)
          its  charter  or  by-laws,  (2) law or (3) any  legal  or  contractual
          restriction  binding on or affecting the Company;  and such execution,
          delivery and  performance  do not or will not result in or require the
          creation of any Lien upon or with respect to any of its properties.

               (ii) No governmental  approval is required for the due execution,
          delivery and performance by the Company of this Amendment,  except for
          such  governmental  approvals  as have been duly  obtained or made and
          which are in full force and effect on the date  hereof and not subject
          to appeal.

               (iii) This  Amendment  constitutes  the legal,  valid and binding
          obligations  of  the  Company   enforceable  against  the  Company  in
          accordance with its terms.

               (iv)  There  are no  pending  or  threatened  actions,  suits  or
          proceedings  affecting the Company or any of its  Subsidiaries  or the
          properties of the Company or any of its Subsidiaries before any court,
          governmental agency or arbitrator,  that may, if adversely determined,
          materially  adversely  affect  the  financial  condition,  properties,
          business,  operations or prospects of the Company and it Subsidiaries,
          considered  as  a  whole,   or  affect  the   legality,   validity  or
          enforceability of the Note Agreement, as amended by this Amendment.


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               (v) Other than as disclosed by the Company to the  Noteholder  in
          writing,  neither the Company nor any of its Subsidiaries is paying or
          has paid any fee to the banks party to the Credit  Agreement or to any
          other party in connection with the Credit Agreement Amendment.

          4.   CONSENT TO AMENDMENT OF CREDIT  AGREEMENT.  The Required  Holders
hereby  consent  to the  amendment  of the  Credit  Agreement  by and  among the
Company,  Bank of  America,  N.A.  and  each of the  Lenders  under  the  Credit
Agreement as set forth in Amendment No. 11 to Credit  Agreement  dated April 30,
2003 (the "CREDIT AGREEMENT AMENDMENT").

          5.   MISCELLANEOUS.

          5A.  REFERENCE TO AND EFFECT ON THE NOTE AGREEMENT.

               (i) Upon the  effectiveness  of this Amendment,  on and after the
          date hereof each reference in the Note Agreement to "this  Agreement",
          "hereunder",  "hereof" or words of like import  referring  to the Note
          Agreement,  and each  reference  in any  other  document  to "the Note
          Agreement",  "thereunder", "thereof" or words of like import referring
          to the  Note  Agreement  shall  mean  and be a  reference  to the Note
          Agreement, as amended hereby.

               (ii) Except as  specifically  amended and waived above,  the Note
          Agreement and all other related  documents,  are and shall continue to
          be in full force and effect  and are hereby in all  respects  ratified
          and confirmed.

               (iii) The execution, delivery and effectiveness of this Amendment
          shall not  operate  as a waiver of any  right,  power or remedy of any
          holder of a Note under the Note Agreement or the Notes, nor constitute
          a waiver of any provision of any of the foregoing.

          5B.  COSTS AND EXPENSES. The Company agrees to pay on demand all costs
and  expenses  incurred  by  any  holder  of  a  Note  in  connection  with  the
preparation,  execution  and  delivery  of this  Amendment,  including,  without
limitation,  the  reasonable  fees and  out-of-pocket  expenses of counsel.  The
Company  further  agrees  to  pay on  demand  all  costs  and  expenses,  if any
(including,  without  limitation,   reasonable  counsel  fees  and  expenses  of
counsel),  incurred by any holder of a Note in connection  with the  enforcement
(whether  through   negotiations,   legal  proceedings  or  otherwise)  of  this
Amendment,   including,  without  limitation,   counsel  fees  and  expenses  in
connection with the enforcement of rights under this paragraph 5B.

          5C.  EXECUTION IN COUNTERPARTS.  This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and  delivered  shall be deemed to be an original
and  all of  which  taken  together  shall  constitute  but  one  and  the  same
instrument.

          5D.  GOVERNING LAW. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.

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          5E.  ESTOPPEL.  To induce the Noteholder to enter into this Amendment,
the Company hereby  acknowledges  and agrees that, as of the date hereof,  there
exists no right of  offset,  defense  or  counterclaim  in favor of the  Company
against any holder of the Notes with respect to the  obligations  of the Company
to any such holder, either with or without giving effect to this Amendment.


                            [Signatures on Next Page]



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.


                              CONE MILLS CORPORATION


                              By /s/ W. Scott Wenhold
                             Name: W. Scott Wenhold
                                Title: Treasurer


                            THE PRUDENTIAL INSURANCE
                               COMPANY OF AMERICA


                                                     By /s/ Paul G. Price
                               Name: Paul G. Price
                              Title: Vice President


                        SIGNATURE PAGE TO 2002 AMENDMENT
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                     CONSENT AND REAFFIRMATION OF GUARANTORS


         Each of the  undersigned  (i)  acknowledges  receipt  of the  foregoing
Amendment of 1992 Note Agreement  dated as of April __, 2003 (the  "AMENDMENT"),
(ii)  consents to the  execution  and  delivery of the  Amendment by the parties
thereto,  and (iii)  reaffirms all of its  obligations  and covenants  under the
Guaranty  Agreement  dated as of January 28, 2000,  and agrees that none of such
obligations and covenants shall be affected by the execution and delivery of the
Amendment.  This  Consent  and  Reaffirmation  may be  executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which  counterparts,  taken together,  shall  constitute but one and the same
instrument.


                             CIPCO S.C., INC.


                             By /s/ W. Scott Wenhold
                                Name: W. Scott Wenhold
                                Title: Treasurer


                             CONE FOREIGN TRADING LLC


                             By /s/ Neil W. Koonce
                                Name: Neil W. Koonce
                                Title: Vice President


<PAGE>



                                                         EXHIBIT A TO AMENDMENT


                                [Form of Allonge]


                                     ALLONGE
                                 TO SENIOR NOTE

         Attached and affixed to, and made a part of, that  certain  Senior Note
dated July 14, 2000 (the "NOTE")  executed by Cone Mills  Corporation,  as Payee
(the "COMPANY"), in favor of The Prudential Insurance Company of America.

         The Company confirms,  renews and restates its obligations  pursuant to
the terms of the Note; PROVIDED that the words "May 30, 2003" in the second line
of the title are hereby replaced with "the Maturity Date".

         Except as expressly provided above, the Note is not modified or amended
in any respect and remains in full, force and effect.


<PAGE>


         IN WITNESS  WHEREOF,  intending  to be legally  bound,  the Company has
caused this  Allonge to be  executed  and  delivered  on this 30th day of April,
2003.


                             CONE MILLS CORPORATION



                             By: /s/ W. Scott Wenhold
                                 Title: Treasurer



Acknowledged and agreed:

THE PRUDENTIAL INSURANCE COMPANY
   OF AMERICA


By: /s/Paul G. Price
Title: Vice President