FORM 10-K                                    Page 197

Exhibit 4.8(a)

            FIRST AMENDMENT TO THE 401(K) PROGRAM

                             OF

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



     FIRST AMENDMENT, dated May 9, 1995, to The 401(k)
Program of Cone Mills Corporation, As Amended and Restated
December 1, 1994 (the "Plan").

                          RECITALS

     A.  The Plan presently provides that a distribution
pursuant to a Qualified Domestic Relations Order entered
with respect to a Member's Account may not be made prior to
the Member's "earliest retirement age," as defined in
Section 414(p) of the Internal Revenue Code of 1986, as
amended (the "Code").  Under Section 414(p) of the Code, an
earlier distribution date is permitted if provided for in
the Plan and authorized by the Qualified Domestic Relations
Order.  To facilitate plan administration, the Advisory
Committee has recommended that the Plan be amended so that a
distribution pursuant to a Qualified Domestic Relations
Order may be made prior to a Member's "earliest retirement
date."

     B.  Subject to certain limitations, the Plan authorizes
hardship withdrawals for tuition and related education fees
(but not room and board expenses) for the next twelve months
of post-secondary education for a Member, his Spouse or
dependents.  Under amended regulations recently issued by
the Internal Revenue Service and now in effect, the Plan may
authorize hardship withdrawals for educational room and
board expenses, and the Advisory Committee has recommended
that such withdrawals be authorized.

     NOW, THEREFORE, the Plan be and hereby is amended,
effective May 9, 1995, as follows:

     (1)  By deleting the last paragraph of Plan Section
6.08 in its entirety and inserting in lieu thereof the
following:





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FORM 10-K                                    Page 198

Exhibit 4.8(a)   (continued)

          "Plan benefits will be paid pursuant to a
     Qualified Domestic Relations Order to such
     Alternative Payee(s) at such times and in such
     amounts as are stated therein, even if the
     affected Member has not separated from service and
     has not reached the "earliest retirement age", as
     defined in Code Section 414(p); provided, however,
     that a Qualified Domestic Relations Order may not
     require the Plan to provide any type or form of
     benefit or any option not otherwise provided and
     may not require the Plan to provide increased
     benefits.  The Advisory Committee shall establish
     reasonable procedures to determine the qualified
     status of domestic relations orders and to
     administer distributions under orders that are
     determined to be Qualified Domestic Relations
     Orders."

     (2)  By deleting Plan Section 6.10(a)(3) and inserting
in lieu thereof the following:

     "(3) tuition, related educational fees, and room and
          board expenses for the next twelve (12) months of
          post-secondary education for the Member, his
          Spouse, or dependents;"

     IN WITNESS WHEREOF, this First Amendment, having been
approved by the Board of Directors of Cone Mills Corporation
at a meeting duly held on May 9, 1995, is signed by the
Secretary of the Corporation on the 19th day of May, 1995.


                         CONE MILLS CORPORATION


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