Page 1 of 32
                                                  Index to Exhibits-Pages 21-27

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-Q

(Mark One)
   [ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  April 4, 1999 

                                   OR

   [    ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from             to            

Commission file number    1-3634    


                      CONE MILLS CORPORATION                     
        (Exact name of registrant as specified in its charter)

    North Carolina                                  56-0367025   
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

3101 North Elm Street, Greensboro, North Carolina   27408    
(Address of principal executive offices)            (Zip Code)

                        (336) 379-6220                            
      (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X   No   

Number of shares of common stock outstanding as of April 30, 1999:
25,431,233 shares.

                                    1
<PAGE>


                       CONE MILLS CORPORATION

                                 INDEX

                                                                           Page
                                                                         Number

PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

                 Consolidated Condensed Statements of Operations
                    Thirteen weeks ended
                    April 4, 1999 and March 29, 1998
                    (Unaudited)...............................................3

                 Consolidated Condensed Balance Sheets
                    April 4, 1999 and March 29, 1998
                    (Unaudited) and January 3, 1999...........................4

                 Consolidated Condensed Statements of Cash Flows
                    Thirteen weeks ended April 4, 1999
                    and March 29, 1998 (Unaudited)............................5

                 Notes to Consolidated Condensed Financial Statements
                    (Unaudited)...............................................6

Item 2.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operations...............11


PART II.         OTHER INFORMATION

Item 1.      Legal Proceedings...............................................18
Item 6.      Exhibits and Reports on Form 8-K................................20







                                     2
<PAGE>

Item 1.                                                Part I

                    CONE MILLS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)

<TABLE>
<S>                                                                       <C>               <C>
                                                                              Thirteen           Thirteen
                                                                            Weeks Ended        Weeks Ended
                                                                           April 4, 1999     March 29, 1998
                                                                           -------------     --------------
                                                                            (Unaudited)        (Unaudited)

Net Sales                                                                       $ 157,257          $ 190,171

Cost of Goods Sold                                                                141,914            173,044
                                                                          ----------------   ----------------

Gross Profit                                                                       15,343             17,127

Selling and Administrative                                                         13,305             13,755
Restructuring and Impairment of Assets                                             12,917                  -
                                                                          ----------------   ----------------

Income (Loss) from Operations                                                     (10,879)             3,372
                                                                          ----------------   ----------------

Other Income (Expense)
    Interest income                                                                   430                611
    Interest expense                                                               (3,640)            (3,547)
                                                                          ----------------   ----------------

                                                                                   (3,210)            (2,936)
                                                                          ----------------   ----------------

Income (Loss) before Income Taxes (Benefit), Equity in
    Earnings of Unconsolidated Affiliate and Cumulative Effect
    of Accounting Change                                                          (14,089)               436
Income Taxes (Benefit)                                                             (4,790)               144
                                                                          ----------------   ----------------

Income (Loss) before Equity in Earnings of Unconsolidated
    Affiliate and Cumulative Effect of Accounting Change                           (9,299)               292
Equity in Earnings of Unconsolidated Affiliate                                        867              1,252
                                                                          ----------------   ----------------

Income (Loss) before Cumulative Effect of Accounting Change                        (8,432)             1,544

Cumulative Effect of Accounting Change                                             (1,038)                 -
                                                                          ----------------   ----------------

Net Income (Loss)                                                               $  (9,470)          $  1,544
                                                                          ================   ================


Income (Loss) Available to Common Shareholders
    Income (Loss) before Cumulative Effect of Accounting Change                 $  (9,152)          $    791
    Cumulative Effect of Accounting Change                                         (1,038)                 -
                                                                          ================   ================
    Net Income (Loss)                                                           $ (10,190)          $    791
                                                                          ================   ================

Earnings (Loss) Per Share - Basic and Diluted
    Income (Loss) before Cumulative Effect of Accounting Change                 $   (0.36)          $   0.03
    Cumulative Effect of Accounting Change                                          (0.04)              -
                                                                          ================   ================
    Net Income (Loss)                                                           $   (0.40)          $   0.03
                                                                          ================   ================


Weighted-Average Common Shares Outstanding
    Basic                                                                          25,431             26,183
                                                                          ================   ================
                                                                          ================   ================
    Diluted                                                                        25,431             26,210
                                                                          ================   ================
</TABLE>
See Notes to Consolidated Condensed Financial Statements.






                                         3
<PAGE>



                                     CONE MILLS CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands, except share and par value data)

<TABLE>
<S>                                                                     <C>              <C>             <C> 
                                                                         April 4,         March 29,       January 3,
                                                                           1999             1998             1999
                                                                        ----------        ---------       ----------
                                                                        (Unaudited)      (Unaudited)        (Note)

ASSETS
    Current Assets
       Cash                                                                $   1,883        $     525        $     639
       Accounts receivable, less allowances of $3,300; 1998, $1,500           21,765           25,063           26,010
       Subordinated note receivable                                           30,025           39,886           10,414
       Inventories                                                           132,912          122,287          120,430
       Other current assets                                                   14,625           18,913           10,253
                                                                       --------------   --------------   --------------

          Total Current Assets                                               201,210          206,674          167,746

    Investments in Unconsolidated Affiliates                                  45,318           38,033           45,489
    Other Assets                                                              36,127           37,844           36,616
    Property, Plant and Equipment                                            230,211          250,017          238,666
                                                                       --------------   --------------   --------------

                                                                           $ 512,866        $ 532,568        $ 488,517
                                                                       ==============   ==============   ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
       Notes payable                                                       $   4,000        $   7,500        $   1,000
       Current maturities of long-term debt                                   10,714           10,714           10,714
       Accounts payable                                                       41,154           39,962           27,255
       Sundry accounts payable and accrued liabilities                        43,042           45,465           42,071
       Deferred income taxes                                                  18,115           20,436           22,670
                                                                       --------------   --------------   --------------

          Total Current Liabilities                                          117,025          124,077          103,710

    Long-Term Debt                                                           181,497          161,767          161,385
    Deferred Income Taxes                                                     30,241           40,913           30,050
    Other Liabilities                                                         11,651           10,936           11,448

    Stockholders' Equity
       Class A preferred stock - $100 par value; authorized
          1,500,000 shares; issued and outstanding 411,916 shares;
          1998, 383,948 shares                                                41,192           38,395           38,395
       Class B preferred stock - no par value; authorized
          5,000,000psharesPlant and Equipment-Net                                  -                -                -
       Common stock - $.10 par value; authorized 42,700,000
          shares; issued and outstanding 25,431,233 shares;
          1998, 26,166,933 shares and 25,432,233 shares                        2,543            2,617            2,543
       Capital in excess of par                                               57,256           62,057           57,264
       Retained earnings                                                      80,494          101,039           92,799
       Deferred compensation - restricted stock                                 (533)            (702)            (579)
       Accumulated other comprehensive loss, currency translation adjustment  (8,500)          (8,531)          (8,498)
                                                                       --------------   --------------   --------------

          Total Stockholders' Equity                                         172,452          194,875          181,924
                                                                       --------------   --------------   --------------

                                                                           $ 512,866        $ 532,568        $ 488,517
                                                                       ==============   ==============   ==============
</TABLE>
Note:  The balance sheet at January 3, 1999,  has been derived from
       the financial statements at that date.

See Notes to Consolidated Condensed Financial Statements.




                                                         4
<PAGE>
                                   CONE MILLS CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                               (in thousands)
<TABLE>
<S>                                                                                <C>                   <C>
                                                                                      Thirteen              Thirteen
                                                                                     Weeks Ended           Weeks Ended
                                                                                    April 4, 1999         March 29, 1998
                                                                                    -------------         --------------
                                                                                     (Unaudited)           (Unaudited)

CASH USED IN OPERATIONS                                                                $ (19,542)            $ (14,461)
                                                                                   -----------------     -----------------

INVESTING
     Proceeds from sale of property, plant and equipment                                     450                 2,566
     Capital expenditures                                                                 (1,420)               (6,790)
                                                                                   -----------------     -----------------

        Cash used in investing                                                              (970)               (4,224)
                                                                                   -----------------     -----------------

FINANCING
     Net borrowings under line of credit agreements                                        3,000                 3,000
     Decrease in checks issued in excess of deposits                                       1,206)               (3,446)
     Proceeds from long-term debt borrowings                                               0,000                22,000
     Purchase of outstanding common stock                                                      -                  (246)
     Dividends paid - Class A Preferred                                                      (38)               (2,954)
                                                                                   -----------------     -----------------

        Cash provided by financing                                                        21,756                18,354
                                                                                   -----------------     -----------------

        Net change in cash                                                                 1,244                  (331)

Cash at Beginning of Period                                                                  639                   856
                                                                                   -----------------     -----------------

Cash at End of Period                                                                  $   1,883             $     525
                                                                                   =================     =================

Supplemental Disclosures of Additional Cash Flow Information:
Cash payments for:
     Interest                                                                          $   6,271             $   6,520
                                                                                   =================     =================
                                                                                   =================     =================
     Income taxes, net of refunds                                                      $      30             $     (17)
                                                                                   =================     =================

Supplemental Schedule of Noncash Investing and Financing Activities:
     Stock dividend paid - Class A Preferred Stock                                     $   2,797             $       -
                                                                                   =================     =================

</TABLE>
See Notes to Consolidated Condensed Financial Statements.






                                                         5
<PAGE>



                   CONE MILLS CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.  Basis of Financial Statement Preparation

The Cone Mills Corporation (the "Company") consolidated condensed
financial statements for April 4, 1999 and March 29, 1998 are
unaudited, but in the opinion of management reflect all adjustments
necessary to present fairly the consolidated condensed balance
sheets of Cone Mills Corporation and Subsidiaries at April 4, 1999,
March 29, 1998, and January 3, 1999, and the related consolidated
condensed statements of operations and cash flows for the thirteen
weeks ended April 4, 1999 and March 29, 1998. All adjustments are
of a normal recurring nature.  The results are not necessarily
indicative of the results to be expected for the full year.

These statements should be read in conjunction with the audited
financial statements and related notes included in the Company's
annual report on Form 10-K for fiscal year 1998.
 
Inventories are stated at the lower of cost or market.  The last-in,
first-out (LIFO) method is used to determine cost of most
domestically produced goods.  The first-in, first-out (FIFO) or
average cost methods are used to determine cost of all other
inventories.  Because amounts for inventories under the LIFO method
are based on an annual determination of quantities as of the year-
end, the inventories at April 4, 1999 and March 29, 1998 and related
consolidated condensed statements of operations for the thirteen
weeks then ended are based on certain estimates relating to
quantities and cost as of the end of the fiscal year.

Note 2.  Inventories
<TABLE>
<S>                                                     <C>               <C>              <C>
(in thousands)                                              4/4/99           3/29/98          1/3/99 

Greige and finished goods                                $ 100,206         $  83,391        $  87,087
Work in process                                              9,162            10,578            9,810
Raw materials                                               13,184            16,057           11,508
Supplies and other                                          10,360            12,261           12,025
                                                         $ 132,912         $ 122,287        $ 120,430
</TABLE>




                                                    6
<PAGE>

Note 3.  Long-Term Debt
<TABLE>
<S>                                                     <C>               <C>               <C>
(in thousands)                                             4/4/99            3/29/98          1/3/99 

Senior Note                                              $  42,858         $  53,572        $  42,858
Revolving Credit Agreement                                  52,000            22,000           32,000
8 1/8% Debentures                                           97,353            96,909           97,241
                                                           192,211           172,481          172,099
Less current maturities                                     10,714            10,714           10,714
                                                         $ 181,497         $ 161,767        $ 161,385

</TABLE>
Note 4.  Class A Preferred Stock

On February 11, 1999, the Company declared a 7.5% stock dividend on
the Company's Class A Preferred Stock which was paid on March 31,
1999. The dividend was charged to retained earnings in the amount
of approximately $2.8 million.


Note 5.  Depreciation and Amortization

The following table presents depreciation and amortization included
in the statements of operations.
<TABLE>
<S>                                                   <C>                         <C>
(in thousands)                                          Thirteen                    Thirteen
                                                       Weeks Ended                 Weeks Ended
                                                          4/4/99                     3/29/98  

Depreciation                                               $ 7,190                     $ 7,174
Amortization                                                   676                         675
                                                           $ 7,866                     $ 7,849

</TABLE>














                                                    7
<PAGE>


Note 6.  Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted
earnings (loss) per share ("EPS").
<TABLE>
<S>                                                                      <C>                   <C>
(in thousands, except                                                       Thirteen              Thirteen
  per share data)                                                         Weeks Ended           Weeks Ended
                                                                             4/4/99               3/29/98  

Income (loss) before cumulative                                              $ (8,432)             $  1,544
  effect of accounting change

Preferred stock dividends                                                        (720)                 (753)

Income (loss) before cumulative
  effect of accounting change available
  to common shareholders                                                       (9,152)                  791

Cumulative effect of accounting change                                         (1,038)                    -

Basic EPS - income (loss) available
  to common shareholders                                                      (10,190)                  791
Effect of dilutive securities                                                       -                     -

Diluted EPS - income (loss) available to
  common shareholders after assumed
  conversions                                                                $(10,190)            $     791

Determination of shares:

Basic EPS - weighted-average shares                                            25,431                26,183
Effect of dilutive securities                                                       -                    27

Diluted EPS - adjusted weighted-average
  shares after assumed conversions                                             25,431                26,210

Earnings (loss) per share - basic and diluted
  Income (loss) before cumulative effect
    of accounting change                                                     $  (0.36)             $   0.03
  Cumulative effect of accounting change                                        (0.04)                    -

  Net income (loss)                                                          $  (0.40)             $   0.03
</TABLE>
Common stock options outstanding at April 4, 1999 were not included
in the computation of diluted earnings per share because to do so
would have been antidilutive.

                                                    8
<PAGE>


Note 7.  Segment Information

The Company has four principal business segments which are based
upon organizational structure: 1) denim and khaki; 2) yarn-dyed
products; 3) commission finishing and 4) decorative fabrics.

Operating income (loss) for each segment is total revenue less
operating expenses applicable to the segment. Intersegment revenue
relates to the commission finishing segment. Equity in earnings of
unconsolidated affiliate is included in the denim and khaki segment.
Restructuring and impairment of asset expenses, unallocated
expenses, interest, income taxes and cumulative effect of accounting
change are not included in segment operating income (loss).

Net sales and income (loss) from operations for the Company's
operating segments are as follows:
<TABLE>
<S>                                                                       <C>                 <C>
(amounts in thousands)                                                       Thirteen            Thirteen
                                                                           Weeks Ended         Weeks Ended
                                                                              4/4/99             3/29/98  
Net Sales
     Denim and Khaki                                                        $ 112,635           $ 141,754
     Yarn-Dyed Products                                                         7,506              11,680
     Commission Finishing                                                      25,838              27,127
     Decorative Fabrics                                                        16,585              11,988
     Other                                                                        472               1,696
                                                                              163,036             194,245
     Less Intersegment Sales                                                    5,779               4,074
                                                                            $ 157,257           $ 190,171

Income (Loss) from Operations
     Denim and Khaki                                                        $   9,316           $  13,852
     Yarn-Dyed Products                                                        (3,277)             (1,441)
     Commission Finishing                                                      (1,956)             (4,982)
     Decorative Fabrics                                                           504                (528)
     Other                                                                       (229)               (462)
     Unallocated Expenses                                                      (1,453)             (1,815)
                                                                                2,905               4,624
     Restructuring and Impairment of Assets                                   (12,917)                  -
                                                                              (10,012)              4,624
     Less Equity in Earnings of Unconsolidated
       Affiliate                                                                  867               1,252
                                                                              (10,879)              3,372
     Interest Expense - Net                                                   ( 3,210)            ( 2,936)

     Income (Loss) before Income Taxes (Benefit),
       Equity in Earnings of Unconsolidated
       Affiliate and Cumulative Effect of
       Accounting Change                                                    $ (14,089)          $     436
</TABLE>
                                                         9
<PAGE>

Note 8.  Comprehensive Income (Loss)

Comprehensive income (loss) is the total of net income (loss) and
other changes in equity, except those resulting from investments by
owners and distribution to owners not reflected in net income
(loss).  Total comprehensive income (loss) for the periods was as
follows:
<TABLE>
<S>                                                                <C>                       <C>
(in thousands)                                                       Thirteen                  Thirteen
                                                                    Weeks Ended               Weeks Ended
                                                                      4/4/99                    3/29/98  

Net income (loss)                                                      $ (9,470)                  $ 1,544
Other comprehensive loss,
  currency translation adjustment                                           ( 2)                      (27)
                                                                       $ (9,472)                  $ 1,517
</TABLE>
Note 9.  Reclassification of Selling and Administrative

In the first quarter of 1999 the Company changed the criteria for
items to be included in selling and administrative expenses to
conform to prevailing industry practices. The Company has restated
its prior year Statement of Operations to reflect the new
classification criteria. This resulted in the reclassification of
$7.0 million from selling and administrative expenses to cost of
goods sold for the first quarter of 1998.

Note 10.  Cumulative Effect of Accounting Change

Beginning in fiscal year 1999, the Company adopted Statement of
Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities," which requires future start-up costs to be expensed as
incurred and previously capitalized start-up costs to be expensed
when SOP 98-5 is adopted. The Company recognized a charge of $1.0
million, the Company's 50% portion of Parras Cone's unamortized
start-up costs, as a cumulative effect of an accounting change in
the first quarter of 1999. Had SOP 98-5 not been adopted during the
first quarter of 1999, net loss would have been reduced by $0.9
million, or $0.04 per share.









                                                    10
<PAGE>
Item 2.
                              MANAGEMENT'S DISCUSSION
                       AND ANALYSIS OF FINANCIAL CONDITION
                             AND RESULTS OF OPERATIONS

OVERVIEW

In response to 1998 business conditions for apparel products and
commission finishing, the Company announced, in early 1999 and began
to implement during the first quarter, a comprehensive downsizing
and reorganization program which included:

1)       The streamlining of product offering of the sportswear
         division including the closing of the Salisbury plant which
         produces yarn-dyed shirting fabrics.
2)       The downsizing and reorganization of the Corporate
         Administrative staff to more efficiently match Cone's present
         sales base.
3)       The merger of the denim and sportswear fabrics businesses into
         one unit which will more efficiently serve the growing
         casualwear market.
4)       The reduction of the manufacturing staff in order to simplify
         the management structure and become more responsive to
         customer cycle times.
5)       The closing of the Florence and Cliffside yarn manufacturing
         facilities, coupled with the outsourcing of yarn, to reduce
         operating costs and conserve capital which would have been
         required for equipment modernization.
6)       The downsizing of screen printing operations at the Carlisle
         plant to reduce costs and improve efficiency.

Substantially all of the expense related to these initiatives was
reflected in the last quarter of 1998 ($19.3 million) and the first
quarter of 1999 ($14.5 million). The Company expects to achieve
significant cost savings as a result of these initiatives beginning
in the second quarter of 1999.

RESULTS OF OPERATIONS

First Quarter Ended April 4, 1999 Compared with First Quarter Ended
March 29, 1998.

Cone Mills had sales for the first quarter of 1999 of $157.3
million, as compared with the first quarter of 1998 sales of $190.2
million. For the 1999 period, sales of denim and khaki, yarn-dyed
products, and commission finishing decreased partially offset by
increased decorative fabric sales. In the fourth quarter of 1998,

                                       11
<PAGE>

which carried through into the first quarter of 1999, denim sales
slowed significantly. International sales represented 25% of total
sales in the first quarter of 1999 compared to 27% of sales for the
1998 period.

Gross profit for the first quarter of 1999 increased to 9.8% of
sales, as compared with 9.0% for the previous year. The improvement
was primarily the result of better operating results in commission
finishing and decorative fabrics.

Segment Information. Cone operates in four principal business
segments:  denim and khaki, yarn-dyed products, commission finishing
and decorative fabrics. The following table sets forth for the first
quarters of 1999 and 1998 certain net sales and segment income
(loss) information regarding these segments.
<TABLE>
<S>                                           <C>        <C>   <C>    <C>      <C>        <C>  <C>
                                                                       First Quarter           
                                                          1999                             1998     
NET SALES
     Denim and Khaki                           $  112.6         71.6%           $  141.8        74.5%
     Yarn-Dyed Products                             7.5          4.8                11.7         6.1
     Commission Finishing(1)                       25.9         16.4                27.1        14.3
     Decorative Fabrics                            16.6         10.6                12.0         6.3
     Other                                          0.5          0.3                 1.6         0.9
         Subtotal                              $  163.1        103.7            $  194.2       102.2
     Less Intersegment Sales(1)                     5.8          3.7                 4.0         2.2
                                               $  157.3        100.0%           $  190.2       100.0%

SEGMENT INCOME (LOSS)(2)(3)
     Denim and Khaki                           $    9.3          8.3%           $   13.9         9.8%
     Yarn-Dyed Products                            (3.3)       (43.7)               (1.4)      (12.3)
     Commission Finishing                          (2.0)        (7.6)               (5.0)      (18.4)
     Decorative Fabrics                             0.5          3.0              (0.5)       (4.4)
     Other                                         (0.2)       (48.5)               (0.5)      (27.2)
     Restructuring & Impairment
       of Assets                                  (12.9)           -                   -           -
</TABLE>
(1)      Intersegment sales represent commission finishing intercompany
         sales to the denim and khaki and decorative fabrics segments.
(2)      Segment income (loss) excludes unallocated expenses.
         Percentages reflect segment income (loss) as a percentage of
         segment net sales including intersegment sales.
(3)      Denim and khaki segment income includes equity in earnings of
         an unconsolidated affiliate.

     Denim and Khaki. For the first quarter of 1999, denim and khaki
     segment sales were $112.6 million, down 20.5% from first quarter

                                            12
<PAGE>

     1998 sales of $141.8 million. Lower sales resulted primarily from
     the negative impact of unseasonably warm weather in the second
     half of 1998 on retail sales of basic heavyweight jeans, a
     stronger consumer interest in fashion denims and khakis, and
     adjustments to retail and manufacturing inventories associated
     with these trends.

     Operating income of the denim and khaki segment for the first
     quarter of 1999 was $9.3 million, or 8.3% of sales, compared with
     $13.9 million, or 9.8% for the first quarter of 1998. The reduced
     margin and income resulted primarily from lower sales volume,
     reduced plant operating schedules, and slightly lower prices.
     Operating income for the segment includes the equity in earnings
     from the Parras Cone joint venture plant.

     Yarn-Dyed Products. As part of the restructuring program, the
     Company will cease manufacturing yarn-dyed products in May 1999.
     For the first quarter of 1999, both sales and operating results
     for yarn-dyed products were lower than in the 1998 period. Sales
     of $7.5 million were down 35.7% and the operating loss of $3.3
     million increased $1.8 million, as compared to the first quarter
     of 1998.

     Commission Finishing. Outside sales of commission finishing for
     the first quarter of 1999 were $20.1 million, down 13.0% from
     $23.1 million for the first quarter of 1998 because of
     disappointing sales volume in prints. However, the segment made
     substantial improvement in operating results with the first
     quarter 1999 loss of $2.0 million, an improvement of
     approximately 60% from a loss of $5.0 million for the first
     quarter of 1998. The Carlisle plant has improved operating
     results primarily because of improved expense control, higher
     quality levels, and delivery integrity

     Decorative Fabrics. For the first quarter of 1999, sales of the
     decorative fabrics segment were $16.6 million, up 38.3% from
     sales of $12.0 million for the first quarter of 1998. Cone
     Jacquards sales improved as capacity expanded, and John Wolf
     sales were up as the unit improved its product offerings and
     marketing effort. The decorative fabrics segment had earnings of
     $0.5 million for the first quarter of 1999 compared with a loss
     of $0.5 million for the first quarter of 1998.

Selling and administrative expenses for the first quarter of 1999
were $13.3 million, or 8.5% of sales, as compared with $13.8
million, or 7.2% of sales in the first quarter of 1998. Selling and
administrative expenses for 1998 have been restated to conform to

                                     13
<PAGE>

industry practices. In the 1999 period, selling and administrative
expenses increased, as a percentage of sales, primarily as a result
of the lower sales level relative to the 1998 period. The Company
expects the level of selling and administrative expenses to decline
in 1999 as the cost savings from restructuring initiatives are
realized.

Interest expense for the first quarter of 1999 was $3.6 million, up
from $3.5 million for the first quarter of 1998, primarily the
result of additional borrowing to support increases in working
capital needs.

For the first quarter of 1999, the income tax benefit as a percent
of the taxable loss was 34.0%.

Equity in earnings of Parras Cone, the Company's joint venture plant
in Mexico, was $0.9 million for the first quarter of 1999, as
compared with $1.3 million for the 1998 period.

For the first quarter of 1999, Cone Mills had a net loss of $9.5
million, or $.40 per share after preferred dividends, including a
$1.0 million charge from the cumulative effect of an accounting
change related to capitalized start-up costs at the Parras Cone
joint venture plant. In the quarter, the Company also incurred
restructuring and exit expenses of $14.5 million associated with its
previously announced restructuring program. Excluding the
restructuring and exit expenses, and the accounting change, the
Company had earnings of $.02 per share after preferred dividends.
For comparison, in the first quarter of 1998, Cone Mills had sales
of $190.2 million with net income of $1.5 million, or $.03 per share
after preferred dividends.

Liquidity and Capital Resources

The Company's principal long-term capital components consist of debt
outstanding under its Senior Note, its 8 1/8% Debentures and
stockholders' equity. Primary sources of liquidity are internally
generated funds, an $80 million Revolving Credit Facility and a $50
million Receivables Purchase Agreement. The Receivables Purchase
Agreement expires in June 1999, and the Company believes it can
replace this facility on comparable terms. On April 4, 1999, the
Company had funds available of $28.0 million under its Revolving
Credit Facility.

During the first quarter of 1999, the Company used cash from
operations, before changes in working capital, of $3.3 million, as
compared with generated cash of $6.7 million for the first quarter

                                     14
<PAGE>

of 1998. Working capital increased by $16.2 million, which included
inventory increases of $12.5 million in the first quarter of 1999.
Uses of cash included $1.4 million for capital expenditures.

The Company believes that internally generated operating funds and
funds available under its credit facilities will be sufficient to
meet its needs for the foreseeable future. International
investments, including the proposed denim facility discussed below,
will require additional long-term financing.

On April 30, 1999, Guilford Mills, Inc. (Guilford) and the Company
announced plans to develop an  innovative new textile and apparel
industrial park in Mexico. The park is believed to be the first
large-scale industrial development in Mexico in which textile
plants, garment manufacturing, and laundering facilities are located
in close proximity to each other.

In support of this project, the Mexican government has agreed to
facilitate the infrastructure including roads and rights of way,
water resources, telecommunications, municipal services,
electricity, natural gas, wastewater treatment and work force
training.

The new park, to be built in several stages, will be located on over
500 acres of land in Altamira, near Tampico, a northeast coast port
city in the state of Tamaulipas. In April, Guilford and Cone
established a 50/50 joint venture to develop and operate the park.
It is expected that this investment for Cone will range from $6
million to $10 million.

The plant to be built by Cone in the initial phase of the project
will be a ring-spun, value-added denim plant with a capacity of 20
million yards expandable to 40 million yards. The Company expects
to invest $40 million to $75 million in the initial denim facility
depending upon whether it outsources yarn manufacturing, forms a
yarn alliance or produces its own yarn. The Company could invest an
additional $30 million to $45 million for the expansion to 40
million yards. A portion of the funds required for this facility
will require debt financing, which the Company has not arranged at
this date.

On April 4, 1999, the Company's long-term capital structure
consisted of $181.5 million of long-term debt and $172.5 million of
stockholders' equity. For comparison, on March 29, 1998, the Company
had $161.8 million of long-term debt and $194.9 million of
stockholders' equity. Long-term debt (including current maturities
of long-term debt) as a percentage of long-term debt and

                                      15
<PAGE>

stockholders' equity was 53% at April 4, 1999, as compared with 47%
at March 29, 1998.

Accounts and note receivable on April 4, 1999, were $51.8 million,
as compared with $64.9 million at March 29, 1998. Receivables,
including those sold pursuant to the Receivables Purchase Agreement,
represented 55 days of sales outstanding at April 4, 1999 and 51
days at March 29, 1998. The increase in days of sales outstanding
primarily reflects a change in customer sales mix with fewer
customers paying in advance of due date.

Inventories on April 4, 1999, were $132.9 million, up $10.6 million
from March 29, 1998. The increase was primarily due to higher denim
finished goods inventories.

Capital spending in the first quarter of 1999 was $1.4 million, as
compared with $6.8 million for the 1998 period. Domestic capital
spending in 1999 is expected to be approximately $15 million. The
reduced spending in 1999 is because the Company completed its
relooming program of domestic denim facilities in 1998. In addition
to the domestic capital spending budget, the Company expects to
spend up to $12 million for investments in international initiatives
in 1999.

Other Matters

The Company is implementing a comprehensive plan to address possible
exposures to Year 2000 issues. Critical financial, operational, and
manufacturing systems have been inventoried and assessed and system
modification or replacement have been completed or are in-process.
Implementation of required changes for all systems is targeted for
completion during fiscal year 1999.

Executive management periodically reviews the status of the
Company's Year 2000 compliance efforts. At present the Company
estimates it is approximately 80% complete with implementation of
new systems or remediation of existing systems related to core
business systems and approximately 90% complete with such efforts
related to manufacturing, operating and control systems. Testing and
certification is expected to be substantially completed by June
1999.

The Company is coordinating Year 2000 readiness with other entities
with which it interacts, both domestically and globally, including
suppliers, customers and financial service organizations.
Coordination efforts involve communication with major suppliers and
customers to undertake testing of electronic interfaces and

                                      16
<PAGE>

obtaining written certifications of compliance where applicable.
Risk assessments and action plans have been substantially completed.
The majority of necessary system modifications, including testing
and certification, should be completed in the first half of 1999.
All required changes are targeted for completion by third quarter
1999.

The Company has made significant investments to modernize its core
business systems over the past several years. With each system
modification or replacement, Cone has addressed the Year 2000 issue.
Therefore, remediation costs to address the Company's Year 2000
issues are presently expected to be less than $1.0 million.

The Company currently has contingency plans which address system-
related interruptions and will further develop such plans to protect
the business from potential Year 2000 interruptions. These plans
will be completed during fiscal year 1999 and will include, for
example, as a worst case scenario, processing certain significant
business transactions manually. The Company is taking reasonable
steps to prevent major interruptions related to the Year 2000 issue;
however, the potential impact on the Company's financial position,
results of operations, or cash flows if the Company, its suppliers
or its customers are not fully Year 2000 compliant is not reasonably
estimable.

Federal, state and local regulations relating to the workplace and
the discharge of materials into the environment continue to change
and, consequently, it is difficult to gauge the total future impact
of such regulations on the Company. Existing government regulations
are not expected to cause a material change in the Company's
competitive position, operating results or planned capital
expenditures. The Company has an active environmental committee
which fosters protection of the environment and compliance with
laws.

The Company is a party to various legal claims and actions.
Management believes that none of these claims or actions, either
individually or in the aggregate, will have a material adverse
effect on the financial condition of the Company.

"Safe Harbor" Statement under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended.
         Except for the historical information presented, the
         matters disclosed in the foregoing discussion and
         analysis and other parts of this report include forward-
         looking statements. These statements represent the

                                     17
<PAGE>

         Company's current judgment on the future and are subject
         to risks and uncertainties that could cause actual
         results to differ materially. Such factors include,
         without limitation: (i) the demand for textile products,
         including the Company's products, will vary with the
         U.S. and world business cycles, imbalances between
         consumer demand and inventories of retailers and
         manufacturers and changes in fashion trends, (ii) the
         highly competitive nature of the textile industry and
         the possible effects of reduced import protection and
         free-trade initiatives, (iii) the unpredictability of
         the cost and availability of cotton, the Company's
         principal raw material, (iv) the Company's relationships
         with Levi Strauss as its major customer, and (v) the
         risks associated with unforeseen technological
         difficulties arising under the Company's Year 2000
         compliance efforts and the potential for increased costs
         associated therewith. For a further description of these
         risks see the Company's 1998 Form 10-K, "Item 1.
         Business -Competition, -Raw Materials and -Customers"
         and "Management's Discussion and Analysis of Results of
         Operations and Financial Condition -- Overview" of the
         Company's 1998 Annual Report to Shareholders
         incorporated by reference into Item 7. of the Form 10-K.
         Other risks and uncertainties may be described from time
         to time in the Company's other reports and filings with
         the Securities and Exchange Commission.

                                 PART II

Item 1.  Legal Proceedings

In November 1988, William J. Elmore and Wayne Comer (the
"Plaintiffs") former employees of the Company, instituted a class
action suit against the Company and certain other defendants in
which the Plaintiffs asserted a variety of claims related to the
Cone Mills Corporation 1983 ESOP (the "1983 ESOP") and certain other
employee benefit plans maintained by the Company.  In March 1992,
the United States District Court in Greenville, South Carolina
entered a judgment in the amount of $15.5 million (including an
attorneys' fee award) against the Company with respect to an alleged
promise to make additional Company contributions to the 1983 ESOP
and all claims unrelated to the alleged promise were dismissed.  The
Company, certain individual defendants and the Plaintiffs appealed.

On May 6, 1994, the United States Court of Appeals for the Fourth
Circuit, sitting en banc, affirmed the prior conclusion of a panel

                                       18
<PAGE>

of three of its judges and unanimously reversed the $15.5 million
judgment and unanimously affirmed all of the District Court's
rulings in favor of the Company.  However, the Court of Appeals
affirmed, by an equally divided court, the District Court's holding
that Plaintiffs should be allowed to proceed on an alternative
theory whether, subject to proof of detrimental reliance, Plaintiffs
could establish that a letter to salaried employees on December 15,
1983 created an enforceable obligation that could allow recovery on
a theory of equitable estoppel.  Accordingly, the case was remanded
to the District Court for a determination of whether the Plaintiffs
could establish detrimental reliance creating estoppel of the
Company.

On April 19, 1995, the District Court granted a motion by the
Company for summary judgment on the issues of equitable estoppel and
third-party beneficiary of contract which had been remanded to it
by the Court of Appeals.  The Court ruled that the Plaintiffs could
not forecast necessary proof of detrimental reliance.  The District
Court, however, granted Plaintiffs motion to amend the complaint
insofar as they sought to pursue a "new" claim for unjust
enrichment, but denied their motion to amend so far as they sought
to add claims for promissory estoppel and unilateral contract.  The
Court further denied the Company's motion to decertify the class.

The District Court held a hearing on July 24, 1995 to decide on the
merits of the Plaintiffs' lone remaining claim of unjust enrichment,
and in an order entered September 25, 1995, the District Court
dismissed that claim with prejudice.  On October 20, 1995, the
Plaintiffs appealed to the Court of Appeals from the April 19, 1995
and September 25, 1995 orders of the District Court.  Oral argument
on Plaintiffs' appeal was held in the Court of Appeals on October
31, 1996.  Due to the uncertainties inherent in the litigation
process, it is not possible to predict the ultimate outcome of this
lawsuit.  However, the Company has defended this matter vigorously,
and it is  the opinion of the Company's management that the
probability is remote that this lawsuit, when finally concluded,
will have a material adverse effect on the Company's financial
condition or results of operations.

The Company and its subsidiaries are involved in legal proceedings
and claims arising in the ordinary course of business.  Although
there can be no assurance as to the ultimate disposition of these
matters, management believes that the probable resolution of such
contingencies will not have a material adverse effect on the
financial condition of the Company.



                                       19
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

         (a)     The exhibits to this Form 10-Q are listed in the
                 accompanying Index to Exhibits.
         (b)     Reports on Form 8-K.
                 None



                                        20
<PAGE>

Exhibit                                                              Sequential
  No.            Description                                           Page No. 

*2.1(a)          Purchase Agreement between Registrant
                 and Cone Receivables LLC dated as of
                 March 25, 1997, filed as Exhibit 2.1(l)
                 to Registrant's report on Form 10-Q
                 for the quarter ended March 30, 1997.

*2.1(b)          Receivables Purchase Agreement dated
                 as of March 25, 1997, among Cone
                 Receivables LLC, as Seller, the
                 Registrant, as Servicer, and
                 Delaware Funding Corporation, as
                 buyer, filed as Exhibit 2.1(m) to
                 Registrant's report on Form 10-Q
                 for the quarter ended March 30, 1997.

*2.1(c)          Amendment to Receivables Purchase
                 Agreement dated March 24, 1998,
                 between the Registrant and Delaware
                 Funding Corporation, filed as Exhibit
                 2.1(c) to Registrant's report on
                 Form 10-Q for the quarter ending
                 March 29, 1998.

*2.1(d)          Second Amendment to Receivables
                 Purchase Agreement dated as of
                 July 16, 1998, between the Registrant
                 and Delaware Funding Corporation, filed
                 as Exhibit 2.1(d) to Registrant's report
                 Form 10-Q for the quarter ending
                 September 27, 1998.

*2.1(e)          Third Amendment to Receivables
                 Purchase Agreement dated as of
                 December 23, 1998, between the
                 Registrant and Delaware Funding
                 Corporation.
 
 2.1(f)          Fourth Amendment to Receivables
                 Purchase Agreement dated as of
                 March 23, 1999, between the
                 Registrant and Delaware Funding
                 Corporation.                                                29



                                     21
<PAGE>

Exhibit                                                              Sequential
  No.            Description                                           Page No. 

*2.2(a)          Investment Agreement dated as of
                 June 18, 1993, among Compania Industrial
                 de Parras, S.A. de C.V., Sr. Rodolfo
                 Garcia Muriel, and Cone Mills
                 Corporation, filed as Exhibit 2.2(a)
                 to Registrant's report on Form 10-Q for
                 the quarter ended July 4, 1993, with
                 exhibits herein numbered 2.2(b),(c),
                 (d), (f), (g), and (j) attached.

*2.2(b)          Commercial Agreement dated as of June
                 25, 1993, among Compania Industrial de
                 Parras, S.A. de C.V., Cone Mills
                 Corporation and Parras Cone de Mexico,
                 S.A., filed as Exhibit 2.2(b) to
                 Registrant's report on Form 10-Q for the
                 quarter ended July 4, 1993.

*2.2(c)          Guaranty Agreement dated as of June 25,
                 1993, between Cone Mills Corporation
                 and Compania Industrial de Parras, S.A.
                 de C.V., filed as Exhibit 2.2(c) to
                 Registrant's report on Form 10-Q for
                 the quarter ended July 4, 1993.

*2.2(d)          Joint Venture Agreement dated as of
                 June 25, 1993, between Compania
                 Industrial de Parras, S.A. de C.V.,
                 and Cone Mills (Mexico), S.A. de C.V.
                 filed as Exhibit 2.2(d) to
                 Registrant's report on Form 10-Q for
                 the quarter ended July 4, 1993.

*2.2(e)          First Amendment to Joint Venture
                 Agreement dated as of June 14, 1995,
                 between Compania Industrial de Parras,
                 S.A. de C.V., and Cone Mills (Mexico),
                 S.A. de C.V., filed as Exhibit 2.2(e)
                 to the Registrant's report on Form 10-Q
                 for the quarter ended July 2, 1995.

*2.2(f)          Joint Venture Registration Rights
                 Agreement dated as of June 25, 1993,
                 among Parras Cone de Mexico, S.A.,

                                       22
<PAGE>

Exhibit                                                              Sequential
  No.            Description                                           Page No. 

                 Compania Industrial de Parras, S.A. de
                 C.V. and Cone Mills (Mexico),
                 S.A. de C.V. filed as Exhibit 2.2(e)
                 to Registrant's report on Form 10-Q
                 for the quarter ended July 4, 1993.

*2.2(g)          Parras Registration Rights Agreement
                 dated as of June 25, 1993, between Compania
                 Industrial de Parras, S.A. de C.V. and
                 Cone Mills Corporation filed as Exhibit
                 2.2(f) to the Registrant's report on Form
                 10-Q for the quarter ended July 4, 1993.

*2.2(h)          Guaranty Agreement dated as of June 14,
                 1995, between Compania Industrial de
                 Parras, S.A. de C.V. and Cone Mills
                 Corporation filed as Exhibit 2.2(h) to
                 the Registrant's report on Form 10-Q
                 for the quarter ended July 2, 1995.

*2.2(i)          Guaranty Agreement dated as of June 15, 1995,
                 between Cone Mills Corporation and Morgan
                 Guaranty Trust Company of New York filed as
                 Exhibit 2.2(i) to the Registrant's report on
                 Form 10-Q for the quarter ended July 2, 1995.

*2.2(j)          Support Agreement dated as of June 25,
                 1993, among Cone Mills Corporation, Sr.
                 Rodolfo L. Garcia, Sr. Rodolfo Garcia
                 Muriel and certain other person listed
                 herein ("private stockholders") filed
                 as Exhibit 2.2(g) to Registrant's
                 report on Form 10-Q for the quarter
                 ended July 4, 1993.

*2.2(k)          Call Option dated September 25, 1995,
                 between Registrant and SMM Trust, 1995
                 - M, a Delaware business trust, filed
                 as Exhibit 2.2(k) to the Registrant's
                 report on Form 10-Q for the quarter
                 ended October 1, 1995.
 
*2.2(l)          Put Option dated September 25, 1995,
                 between Registrant and SMM Trust, 1995

                                        23
<PAGE>

Exhibit                                                              Sequential
  No.            Description                                           Page No. 

                 - M, a Delaware business trust, filed
                 as Exhibit 2.2(l) to the Registrant's
                 report on Form 10-Q for the quarter
                 ended October 1, 1995.

*2.2(m)          Letter Agreement dated January 11, 1996
                 among Registrant, Rodolfo Garcia Muriel,
                 and Compania Industrial de Parras,
                 S.A. de C.V., filed as Exhibit 2.2(m) to
                 the Registrant's report on Form 10-K
                 for the year ended December 31, 1995.

*4.1             Restated Articles of Incorporation of
                 the Registrant effective August 25, 1993,
                 filed as Exhibit 4.1 to Registrant's
                 report on Form 10-Q for the quarter ended
                 October 3, 1993.

*4.2             Amended and Restated Bylaws of Registrant,
                 Effective June 18, 1992, filed as Exhibit
                 3.5 to the Registrant's Registration
                 Statement on Form S-1 (File No. 33-46907).

*4.3             Note Agreement dated as of August 13, 1992,
                 between Cone Mills Corporation and The
                 Prudential Insurance Company of America,
                 with form of 8% promissory note attached,
                 filed as Exhibit 4.01 to the Registrant's
                 report on Form 8-K dated August 13, 1992.

*4.3(a)          Letter Agreement dated September 11, 1992,
                 amending the Note Agreement dated August 13,
                 1992, between the Registrant and The
                 Prudential Insurance Company of America
                 filed as Exhibit 4.2 to the Registrant's
                 report on Form 8-K dated March 1, 1995.

*4.3(b)          Letter Agreement dated July 19, 1993,
                 amending the Note Agreement dated
                 August 13, 1992, between the Registrant
                 and The Prudential Insurance Company of
                 America filed as Exhibit 4.3 to the
                 Registrant's report on Form 8-K dated
                 March 1, 1995.

                                      24
<PAGE>

Exhibit                                                              Sequential
  No.            Description                                           Page No. 

*4.3(c)          Letter Agreement dated June 30, 1994,
                 amending the Note Agreement dated
                 August 13, 1992, between the Registrant
                 and The Prudential Insurance Company of
                 America filed as Exhibit 4.4 to the
                 Registrant's report on Form 8-K dated
                 March 1, 1995.

*4.3(d)          Letter Agreement dated November 14, 1994,
                 amending the Note Agreement dated
                 August 13, 1992, between the Registrant
                 and The Prudential Insurance Company of
                 America filed as Exhibit 4.5 to the
                 Registrant's report on Form 8-K dated
                 March 1, 1995.

*4.3(e)          Letter Agreement dated as of June 30,
                 1995, amending the Note Agreement dated
                 August 13, 1992, between the Registrant
                 and The Prudential Insurance Company
                 of America filed as Exhibit 4.3(e) to
                 the Registrant's report on Form 10-Q
                 for the quarter ended July 2, 1995.

*4.3(f)          Letter Agreement dated as of June 30,
                 1995, between the Registrant and
                 The Prudential Insurance Company
                 of America superseding Letter Agreement
                 filed as Exhibit 4.3(e) to the
                 Registrant's report on Form 10-Q
                 for the quarter ended July 2, 1995.

*4.3(g)          Letter Agreement dated as of March 30,
                 1996, between the Registrant and The
                 Prudential Insurance Company of
                 America filed as Exhibit 4.3(g) to the
                 Registrant's report on Form 10-Q for
                 the quarter ended March 31, 1996.
 
*4.3(h)          Letter Agreement dated as of January
                 31, 1997, between the Registrant and
                 The Prudential Insurance Company of
                 America filed as Exhibit 4.3(h) to
                 the Registrant's report on Form 10-K

                                      25
<PAGE>

Exhibit                                                              Sequential
  No.            Description                                           Page No. 

                 for the year ended December 29, 1996.

*4.3(i)          Letter Agreement dated as of
                 July 31, 1997, between the Registrant
                 and the Prudential Insurance Company
                 of America, filed as Exhibit 4.3(i) to
                 the Registrant's report on Form 10-Q
                 for the quarter ended September 28, 1997.

*4.3(j)          Modification to Note Agreement dated
                 as of February 14, 1998, between the
                 Registrant and The Prudential Insurance
                 Company of America, filed as Exhibit 4.3(j)
                 to Registrant's report on Form 10-Q
                 for the quarter ending March 29, 1998.

*4.4             Credit Agreement dated August 7, 1997,
                 among the Registrant, various banks
                 and Morgan Guaranty Trust Company of
                 New York as agent, filed as Exhibit 4.4
                 to the Registrant's report on Form 10-Q
                 for the quarter ended September 28, 1997.

*4.5             Specimen Class A Preferred Stock
                 Certificate, filed as Exhibit 4.5
                 to the Registrant's Registration
                 Statement on Form S-1(File No. 33-46907).

*4.6             Specimen Common Stock Certificate,
                 effective June 18, 1992, filed as
                 Exhibit 4.7 to the Registrant's
                 Registration Statement on Form S-1
                 (File No. 33-46907).

*4.7             Cone Mills Corporation 1983 ESOP as
                 amended and restated effective
                 December 1, 1994, filed as Exhibit 4.9
                 to the Registrant's report on Form 10-K
                 for year ended January 1, 1995.

*4.7(a)          First Amendment to the Cone Mills
                 Corporation 1983 ESOP dated
                 May 9, 1995,  filed as Exhibit 4.9(a)
                 to the Registrant's report on Form 10-K

                                        26
<PAGE>

Exhibit                                                              Sequential
  No.            Description                                           Page No. 

                 for year ended December 31, 1995.

*4.7(b)          Second Amendment to the Cone Mills
                 Corporation 1983 ESOP dated
                 December 5, 1995,  filed as
                 Exhibit 4.9(b) to the Registrant's
                 report on Form 10-K for year ended
                 December 31, 1995.

*4.7(c)          Third Amendment to the Cone Mills
                 Corporation 1983 ESOP dated
                 August 7, 1997, filed as Exhibit
                 4.8(c) to the Registrant's report
                 on Form 10-Q for the quarter ended
                 September 28, 1997.

*4.7(d)          Fourth Amendment to the Cone Mills
                 Corporation 1983 ESOP dated
                 December 4, 1997, filed as Exhibit
                 4.8(d) to the Registrant's report
                 on Form 10-K for the year ended
                 December 28, 1997.

*4.8             Indenture dated as of February 14,
                 1995, between Cone Mills Corporation
                 and Wachovia Bank of North Carolina,
                 N.A. as Trustee (Bank of New York is
                 successor Trustee), filed as Exhibit 4.1
                 to Registrant's Registration Statement
                 on Form S-3 (File No. 33-57713).

27               Financial Data Schedule                                     32

                             
* Incorporated by reference to the statement or report indicated.


                                     27
<PAGE>
                              SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                            CONE MILLS CORPORATION
                                            (Registrant)





Date May 17, 1999                           /s/ Anthony L. Furr
                                            Anthony L. Furr
                                            Executive Vice President and
                                            Chief Financial Officer

 

                                        28
<PAGE>