Exhibit 2.1(c)             EXECUTION COPY



                          FIRST AMENDMENT
                                TO
                   RECEIVABLES PURCHASE AGREEMENT



                  THIS  FIRST  AMENDMENT  dated  as  of  March  24,  1998  (this
"Amendment") to the Receivables  Purchase Agreement,  dated as of March 25, 1997
(the  "Receivables  Purchase  Agreement"),  by and among CONE RECEIVABLES LLC, a
Delaware  limited  liability  company,  as seller  (the  "Seller"),  CONE  MILLS
CORPORATION,  a North Carolina corporation,  as servicer (the "Servicer") and in
its  individual  capacity,   and  DELAWARE  FUNDING   CORPORATION,   a  Delaware
corporation,  as buyer (the "Buyer"),  is by and among the parties listed above.
Capitalized  terms used in this  Amendment and not otherwise  defined shall have
the meanings assigned to such terms in the Receivables Purchase Agreement.

                        RECITALS

                  WHEREAS,  the parties to the  Receivables  Purchase  Agreement
desire to amend the Receivables Purchase Agreement to extend the expiration date
of the facility as provided below;

                  NOW  THEREFORE,  in  consideration  of the  premises  and  the
agreements contained herein, the parties hereto agree as follows:

                  SECTION  1.  Amendment  to  Section  1.01  of the  Receivables
Purchase  Agreement.  The definition of "Expiration Date" in Section 1.01 of the
Receivables  Purchase  Agreement is hereby amended in its entirety and now reads
as follows:

                  "Expiration  Date"  shall mean the  earliest  of (i) March 23,
1999 (ii) the date of  termination  of the  commitment of the LOC Bank under the
Letter of Credit Reimbursement  Agreement,  (iii) the date of termination of the
commitment of the Banks under the Credit  Agreement or (iv) the day on which the
Buyer  delivers a Notice of  Termination  pursuant  to Section  7.02 hereof or a
Termination Event described in Section 7.01(k) hereof occurs.


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<PAGE>

                   SECTION 2.  Amendment to Section 2.15 of the

Receivables  Purchase  Agreement.  The  expiration  date in Section  2.15 of the
Receivables  Purchase  Agreement is hereby extended by deleting "March 24, 1998"
and inserting in its place "March 23, 1999".

                  SECTION 3.  Receivables  Purchase  Agreement in Full Force and
Effect as Amended.  Except as specifically  stated herein,  all of the terms and
conditions of the Receivables  Purchase Agreement shall remain in full force and
effect.  All  references  to the  Receivables  Purchase  Agreement  in any other
document  or  instrument  shall  be  deemed  to mean  the  Receivables  Purchase
Agreement,  as amended by this Amendment.  This Amendment shall not constitute a
novation  of  the  Receivables  Purchase  Agreement,  but  shall  constitute  an
amendment  thereto.  The  parties  hereto  agree to be bound  by the  terms  and
obligations of the Receivables Purchase Agreement, as amended by this Amendment,
as though the terms and obligations of the Receivables  Purchase  Agreement were
set forth herein.

                  SECTION 4. Effectiveness.  The amendments provided for by this
Amendment  shall become  effective  as of the date  hereof,  upon receipt by the
Buyer of (a) executed counterparts of this Amendment and (b) a certificate of an
officer  of  each  of the  Seller  and  the  Servicer  to the  effect  that  the
representations  and warranties in Section 5.01 and 5.03, as applicable,  of the
Receivables  Purchase  Agreement  are true and correct as of the date hereof and
that no Termination  Event or Potential  Termination Event shall exist as of the
date hereof.

                  SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by separate parties hereto on separate  counterparts,
each of  which  when  executed  shall  be  deemed  an  original,  but  all  such
counterparts taken together shall constitute one and the same instrument.

                  SECTION 6.  Governing Law.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK.

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<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed and delivered by their duly  authorized  officers as of
the date hereof.

                                     CONE RECEIVABLES LLC,
                                     By:      Cone Mills Corporation,
                                              its sole member


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



                                            CONE MILLS CORPORATION


                                     By:      /s/ Anthony L. Furr
                                              Name:  Anthony L. Furr
                         Title: Chief Financial Officer
                               and Vice President



                          DELAWARE FUNDING CORPORATION,
                                     By:      Morgan Guaranty Trust Company of
                          New York, as attorney-in-fact
                        for Delaware Funding Corporation


                                     By:         /s/ Richard A. Burke
                             Name: Richard A. Burke
                                              Title: Vice President


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