Exhibit 4.3.11

                      AMENDMENT NO. 11 TO CREDIT AGREEMENT



     THIS AMENDMENT NO. 11 TO CREDIT  AGREEMENT  (this  "Agreement") is made and
entered  into  as of  this  30th  of  April,  2003,  by  and  among  CONE  MILLS
CORPORATION, a North Carolina corporation (the "Borrower"),  EACH OF THE LENDERS
SIGNATORY HERETO and BANK OF AMERICA,  N.A., a national banking association,  as
Agent (the "Agent") for the Lenders.

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower,  the Agent and the Lenders from time to time party
thereto (the Lenders") have entered into that certain Credit  Agreement dated as
of January 28, 2000, as amended by Amendment No. 1 to Credit  Agreement dated as
of July 14, 2000 ("Amendment No. 1"),  Amendment No. 2 to Credit Agreement dated
as of December  12, 2000  ("Amendment  No. 2"),  Waiver and  Amendment  No. 3 to
Credit Agreement dated as of April 23, 2001 ("Amendment No. 3"), Amendment No. 4
to Credit Agreement dated as of June 28, 2001 ("Amendment No. 4"), Amendment No.
5 to Credit Agreement dated as of August 10, 2001 ("Amendment No. 5"), Amendment
No. 6 to Credit  Agreement  dated as of September 25, 2001  ("Amendment No. 6"),
Amendment No. 7 to Credit Agreement dated as of October 25, 2001 ("Amendment No.
7"),  Amendment  No.  8 to  Credit  Agreement  dated  as  of  November  9,  2001
("Amendment No. 8") and Amendment No. 9 to Credit Agreement dated as of February
27, 2002 ("Amendment No. 9" and,  Amendment No. 10, to Credit Agreement dated as
sof December 2, 2002,  ("Amendment  No. 10" and,  together with Amendment No. 1,
Amendment No. 2,  Amendment No. 3,  Amendment No. 4,  Amendment No. 5, Amendment
No. 6,  Amendment  No.  7,  Amendment  No. 8 and  Amendment  No.  9, the  "Prior
Amendments";  such Credit Agreement as heretofore amended,  the "Existing Credit
Agreement"); and

     WHEREAS,  the Borrower has requested the Agent and the Lenders to amend the
Existing  Credit  Agreement  to extend the Stated  Termination  Date to June 27,
2003,  and to add certain  additional  provisions as set forth  herein,  and the
Agent and the Lenders are agreeable to such amendments;

     NOW,  THEREFORE,  in  consideration of the mutual  covenants,  promises and
conditions herein set forth, it is hereby agreed as follows:

     1. Definitions. The term "Credit Agreement" as used herein and in the other
Loan  Documents  shall mean the Existing  Credit  Agreement as previously and as
hereby amended and as from time to time further amended, modified,  supplemented
or redacted.  Unless the context otherwise requires,  all capitalized terms used
herein without  definition shall have the respective  meanings provided therefor
in the Credit Agreement.


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     2. Amendments to Credit Agreement.  The Existing Credit Agreement is hereby
amended as follows, effective as of the date hereof:

          (a) The definition of "Stated  Termination Date" in Section 1.1 of the
     Credit  Agreement is amended in its  entirety,  so that as amended it shall
     read as follows:

               " 'Stated Termination Date' means June 27, 2003."

          (b) Section  10.1(a) is amended to add the following at the end of the
     table appearing therein:

               "March 31, 2003      $68,500,000"

          (c) Section  10.1(c) is amended to add the following at the end of the
     table appearing therein:

               "March 31, 2003      1.74 to 1.00"

          (d) Section  10.1(d) is amended to add the following at the end of the
     table appearing therein:

               "March 31, 2003      $38,000,000"

          (e) Article VIII is amended to add the following  Section 8.22 to read
     in its entirety as follows:

               "8.22 TAX SHELTER  REGULATIONS.  The Borrower  does not intend to
          treat the Loans and/or Letters of Credit and related  transactions  as
          being a  "reportable  transaction"  (within  the  meaning of  Treasury
          Regulation Section 1.6011-4).  In the event the Borrower determines to
          take any action  inconsistent  with such  intention,  it will promptly
          notify the Agent thereof.  If the Borrower so notifies the Agent,  The
          Borrower  acknowledges  that one or more of the  Lenders may treat its
          Loans as part of a transaction that is subject to Treasury  Regulation
          Section 301.6112-1,  and such Lender or Lenders,  as applicable,  will
          maintain  the  lists  and  other  records  required  by such  Treasury
          Regulation."

          (f)  Section  9.1 is  amended  to add the  following  subsection  (n),
     immediately  after  subsection  (m) and before the last sentence of Section
     9.1 to read in its entirety as follows:

               "(n) promptly after the Borrower has notified the  Administrative
          Agent of any  intention  by the  Borrower  to treat the  Loans  and/or
          Letters  of Credit and  related  transactions  as being a  "reportable
          transaction"  (within  the  meaning  of  Treasury  Regulation  Section
          1.6011-4),  a duly  completed  copy of IRS Form 8886 or any  successor
          form;"


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          (g) Section 13.16 is amended to add the following  sentence at the end
     of such Section:

               "Notwithstanding anything herein to the contrary, the information
          subject to this Section 13.16 shall not include,  and the Agent,  each
          Lender and each other Lending Party may disclose without limitation of
          any kind, any information with respect to the "tax treatment" and "tax
          structure"  (in each case,  within the meaning of Treasury  Regulation
          Section  1.6011-4)  of the  transactions  contemplated  hereby and all
          materials of any kind (including  opinions or other tax analyses) that
          are  provided to the Agent,  such Lender or such other  Lending  Party
          relating to such tax treatment and tax  structure;  provided that with
          respect to any  document  or similar  item that in each case  contains
          information  concerning  the tax  treatment  or tax  structure  of the
          transaction  as well as other  information,  this sentence  shall only
          apply to such  potions of the  document or similar item that relate to
          the tax treatment or tax structure of the Loans, Letters of Credit and
          transactions contemplated hereby."

     3. Guarantors. Each of the Guarantors has joined into the execution of this
Agreement for the purpose of consenting to the amendments  contained  herein and
reaffirming  its  guaranty  of the  Obligations  as amended by the terms of this
Agreement.

     4.  Borrower's   Representations   and  Warranties.   The  Borrower  hereby
represents, warrants and certifies that:

          (a) The  representations  and warranties made by it in Article VIII of
     the Credit Agreement are true on and as of the date hereof before and after
     giving  effect  to this  Agreement  except  that the  financial  statements
     referred to in Section  8.6(a)  shall be those most  recently  furnished to
     each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement;

          (b) The  Borrower  has the power and  authority to execute and perform
     this Agreement and has taken all action required for the lawful  execution,
     delivery and performance thereof;

          (c)  Except as has been  disclosed  to the Agent  and the  Lenders  in
     writing,  there  has been no  material  adverse  change  in the  condition,
     financial or otherwise,  of the Borrower and its  Subsidiaries,  taken as a
     whole,  since the date of the most recent financial reports of the Borrower
     received by each Lender under Section 9.1(a) of the Credit  Agreement after
     giving effect to the transaction contemplated by this Agreement;

          (d) The business and  properties of the Borrower and its  Subsidiaries
     are not,  and since  the date of the most  recent  financial  report of the
     Borrower and its Subsidiaries received by the Agent under Section 9.1(a) of
     the Credit Agreement have not been,  adversely  affected in any substantial
     way as the result of any fire,  explosion,  earthquake,  accident,  strike,
     lockout,  combination of workmen, flood, embargo, riot, activities of armed
     forces,  war or acts of God or the public enemy, or cancellation or loss of
     any major contracts; and


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          (e) No Default or Event of Default has occurred and is continuing.

     5. Entire Agreement. This Agreement sets forth the entire understanding and
agreement  of the parties  hereto in relation to the subject  matter  hereof and
supersedes any prior  negotiations  and agreements among the parties relative to
such subject  matter.  None of the terms or conditions of this  Agreement may be
changed, modified, waived or canceled orally or otherwise, except as provided in
the Credit Agreement.

     6.  Full  Force  and  Effect of  Amendment.  Except as hereby  specifically
amended,  modified or  supplemented,  the Credit  Agreement and all of the other
Loan  Documents  are hereby  confirmed  and  ratified in all  respects and shall
remain in full force and effect according to their respective terms.

     7.  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts  and all  the  counterparts  taken  together  shall  be  deemed  to
constitute one and the same instrument.

     8.  Enforceability.  Should  any  one or  more  of the  provisions  of this
Agreement be determined to be illegal or  unenforceable as to one or more of the
parties hereto,  all other  provisions  nevertheless  shall remain effective and
binding on the parties hereto.


     9.  Conditions.  The  effectiveness  of this Agreement  shall be subject to
fulfillment of the following conditions:

          (a) The Agent  shall have  received on or before the date  hereof,  in
     each case in form and substance satisfactory to the Agent, the following:

               (i) a fully-executed original of this Agreement;

               (ii) the  acknowledgment of General Electric Capital  Corporation
          under the Receivables Purchase Agreement; and

               (iii) a fully-executed amendment to the Senior Note Agreement, in
          full force and effect,  extending to June 27, 2003 the  prepayment  of
          Senior Note Obligations that had previously been scheduled for May 30,
          2003 pursuant to Section 4A of the Senior Note Agreement; and

          (b)  The  correctness  in all  respects  on  the  date  hereof  of the
     representations and warranties of the Borrower contained herein.

     10. Release.  Each of the Borrower and each Guarantor  acknowledges that it
has no existing defense, counterclaim, offset, cross-complaint,  claim or demand
of any kind or nature whatsoever that can be asserted to reduce or eliminate all


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or any part of its liability to pay the full indebtedness  outstanding under the
terms of the Credit Agreement, this Agreement, the Notes, the Facility Guaranty,
and the  other  Loan  Documents.  In  consideration  for the  execution  of this
Agreement,  each of the Borrower and each Guarantor  hereby releases and forever
discharges the Agent, the Lenders,  their respective  affiliates,  predecessors,
successors  and  assignees,  and  all of  the  respective  officers,  directors,
employees   and  agents  of  the  Agent,   the  Lenders  and  such   affiliates,
predecessors,  successors and assignees  (collectively,  the "Released Parties")
from any and all  actions,  causes of  action,  debts,  dues,  claims,  demands,
liabilities and obligations of every kind and nature, both in law and in equity,
from the  beginning  of the  world to the date  hereof,  known or  unknown,  now
existing,  which  might be asserted  against the Agent,  any Lender or any other
Released  Party.  This release applies to all matters arising out of or relating
to the Loan  Documents,  the  indebtedness  due  under  the  Notes,  the  Credit
Agreement,  this Agreement or any other Loan Document, and the lending, deposit,
borrowing and other banking  relationships between the Borrower or any Guarantor
and  the  Agent,  any  Lender  or  any  other  Released  Party,   including  the
administration, collateralization and funding thereof.


                            [Signature pages follow.]


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed  by their duly  authorized  officers,  all as of the day and year
first above written.


                                  BORROWER:

                                  CONE MILLS CORPORATION


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


                                  GUARANTORS:

                                  CIPCO S.C., INC.


                                  By: /s/ Cheryl G. Hollis
                                  Name: Cheryl G. Hollis
                                  Title: Assistant Secretary


                                  CONE FOREIGN TRADING LLC


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



                                  AGENT:

                                  BANK OF AMERICA, N.A. as Agent for the Lenders

                                  By: /s/ David Price
                                  Name: David Price
                                  Title: Vice President

                              Signature Page 1 of 2

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                                  LENDERS:

                                  BANK OF AMERICA, N.A.


                                  By: /s/ John F. Register
                                  Name:    John F. Register
                                  Title: Principal



                                  WLR RECOVERY FUND II, LP


                                  By: /s/ Pamela K. Wilson
                                  Name: Pamela K. Wilson
                                  Title: Sr. Vice President



                                  SUNTRUST BANK


                                  By: /s/ Samuel M. Ballesteros
                                  Name: Samuel M. Ballesteros
                                  Title: Director



                                  JPMORGAN CHASE BANK formerly known as the
                                  Chase Manhattan Bank successor by merger to
                                  Morgan  Guaranty Trust Company of New York


                                  By: /s/ Roger Odell
                                  Name: Roger Odell
                                  Title: Managing Director