FORM 10-Q

Exhibit 10
                     FOURTH AMENDMENT TO THE
                   EMPLOYEES' RETIREMENT PLAN

                               OF

                     CONE MILLS CORPORATION
           (As Amended and Restated December 1, 1994)


     FOURTH AMENDMENT, dated August 7, 1997, to the Employees'
Retirement Plan of Cone Mills Corporation, As Amended and
Restated December 1, 1994 (the "Plan").

                            RECITALS

     A.   Certain benefits under the Plan are coordinated with
the Cone Mills Corporation 1983 ESOP (the "1983 ESOP") through
use of a floor offset arrangement. As a result, in administering
the Plan, it is necessary for the Pension Committee to convert
all or part of Members' ESOP-A Accounts under the 1983 ESOP (the
"ESOF Accounts") to annuities.

     B.   For purposes of converting ESOP Accounts to annuities
and pursuant to the terms of the Plan, the Pension Committee has
used information provided by Prudential Insurance Company of
America("Prudential") or another insurance company with respect
to the cost of purchasing a commercial annuity from Prudential or
such other insurance company.

     C.   Prudential has notified the Pension Committee that it
is no longer willing to provide the information necessary to
convert ESOP Accounts to annuities. However, Prudential has
agreed to continue providing the necessary information through
December 31, 1997, provided the Plan is amended to delete all
references to Prudential.

     D.   The Pension Committee has been unable to obtain an
alternative source of reliable and consistent information with
respect to the cost of purchasing commercial annuities.

     E.   The Plan Actuary has recommended to the Pension
Committee that the Plan be amended to provide that ESOP Accounts
shall be converted to annuities by using the mortality table
prescribed under Section 417(e)(3) of the Internal Revenue Code
and an annual rate of interest based on 30-year Treasury
securities (GATT rate).



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FORM 10-Q
Exhibit 10 (continued)

     F.   The Board of Directors desires to amend the Plan to
incorporate the recommendations of the Plan Actuary and thereby
to enable the Pension Committee to continue administering the
Plan efficiently and in a manner that will expedite the
calculation and distribution of benefits.

     NOW, THEREFORE, the Plan shall be amended as follows:

     (1)  Effective August 7, 1997, by deleting from Plan
Sections 1.03(a) and 1.03(b) the phrase "that could then be
purchased from Prudential Insurance Company of America (or
another legal reserve life insurance company selected by the
Pension Committee for this purpose)" and inserting in lieu
thereof the following: "that could then be purchased from a legal
reserve life insurance company selected by the Pension Committee
for this purpose...."

     (2)  Effective January 1, 1998, subject to the issuance of a
favorable determination letter with respect thereto by the
Internal Revenue Service, by deleting Plan Sections 1.03(a) and
1.03(b) in their entirety and inserting in lieu thereof the
following:

     "(a) The Offset Value shall be the amount of the annuity,
          payable under the method of payment described in
          Article V as elected by the Member or as otherwise
          provided in the Plan, that is determined by converting
          the Member's ESOP-A Account under the Cone Mills
          Corporation 1983 ESOP to that form of annuity using the
          assumptions set forth in paragraph 1 of Appendix A.

      (b) The Actuarial Equivalent of any Transfer Contribution
          shall be the amount of the annuity, payable under the
          method of payment described in Article V as elected by
          the Member or as otherwise provided in the Plan, that
          is determined by converting the Transfer Contribution
          to that form of annuity using the assumptions set forth
          in paragraph 1 of Appendix A."

     IN WITNESS WHEREOF, this Fourth Amendment, having been duly
authorized by the Board of Directors of Cone Mills Corporation at
a meeting duly held on August 7, 1997, is signed by the Vice
President and Secretary of the Corporation on this 7th day of
August, 1997.

                         CONE MILLS CORPORATION

                         By: /s/ Terry L. Weatherford          
                         Title:  Vice President and Secretary

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