UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000
                                       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 Identification No.)
 incorporation or organization)

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

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

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class          Name of each exchange on which registered
Common Stock, $ .10 par value                  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate market value of voting stock held by nonaffiliates of the registrant
as of March 13, 2001 (based on the closing price of $3.20 of the registrant's
voting stock, as reported on the New York Stock Exchange Composite Tape on such
date) was approximately: $ 79,738,045.

Number of shares of common stock outstanding as of March 13, 2001:
25,542,211 shares.

Documents incorporated by reference: Proxy Statement for Annual Meeting to be
held May 8, 2001, Part III, Items 10, 11, 12 and 13 of this report.

<PAGE>


         The undersigned registrant hereby amends the following item of its
report on Form 10-K for the fiscal year ended December 31, 2000 by adding the
following exhibits:


                                     PART IV


ITEM 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K


(a)(3)   Exhibits.  The following exhibits are filed with this amendment:

         Exhibit  23.2  Consent of Auditors  of Parras Cone de Mexico,  S.A. de
         C.V. with respect to the incorporation by reference in the Registrant's
         Registration Statements on Form S-8 (Nos. 33-31977; 33-31979; 33-51951;
         33-51953; 33-53705 and 33-67800) of their reports on the
         financial statements and schedules to be included in this Annual Report
         on Form 10-K.

         Exhibit 99.1  Financial Statements of Parras Cone de Mexico, S.A.
         de C.V.


<PAGE>

Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          -----------

*2.1            Receivables Purchase and Servicing
                Agreement dated as of September 1, 1999,
                by and among Cone Receivables II LLC,
                as Seller, Redwood Receivables
                Corporation, as Purchaser, the Registrant,
                as Servicer, and General Electric Capital
                Corporation, as Operating Agent and
                Collateral Agent, filed as Exhibit 2.1(h)
                to Registrant's report on Form 10-Q
                for the quarter ended October 3, 1999.

*2.2            Receivables Transfer Agreement dated as of
                September 1, 1999, by and among the Registrant,
                any other Originator Party hereto, and
                Cone Receivables II LLC, filed as Exhibit 2.1(i)
                to Registrant's report on Form 10-Q for the
                quarter ended October 3, 1999.

*2.3.1          First Amendment and Waiver to Securitization
                Agreements dated as of November 16, 1999, by
                and between Cone Receivables II LLC, the
                Registrant, Redwood Receivables Corporation
                and General Electric Capital Corporation,
                together with all exhibits thereto, filed as
                Exhibit 2.1(c) to Registrant's report on Form
                10-K for the fiscal year ending January 2, 2000.

*2.3.2          Second Amendment to Securitization Agreements
                dated as of January 28, 2000, by and between
                Cone Receivables II LLC, the Registrant, Redwood
                Receivables Corporation, and General Electric
                Capital Corporation, together will all exhibits
                thereto, filed as Exhibit 2.1(d) to Registrant's
                report on Form 10-K for the fiscal year ending
                January 2, 2000.

*2.3.3          Third Amendment to Securitization Agreements
                dated as of March 31, 2000, by and between
                Cone Receivables II LLC, the Registrant,
                Redwood Receivables Corporation, and General
                Electric Capital Corporation, together with all
                Exhibits thereto, filed as Exhibit 2.1(e) to
                Registrant's report on Form 10-Q for the quarter
                ended April 2, 2000.

*2.3.4          Fourth Amendment to Securitization Agreements
                dated as of April 24, 2000 by and between Cone
                Receivables II LLC, the Registrant, Cone Foreign


<PAGE>


Exhibit                                                              Sequential
 No.            Description                                           Page No.
------          -----------                                          ----------

                Trading LLC, Redwood Receivables Corporation,
                and General Electric Capital Corporation,
                together with all exhibits thereto, filed as
                Exhibit 2.1(f) to Registrant's report on Form
                10-Q for the quarter ended April 2, 2000,
                filed as Exhibit 2.3.4 to the Registrant's
                Registration Statement on Form S-4 (File No.
                333-43014).

*2.3.5          Fifth Amendment to Securitization Agreements
                dated as of June 30, 2000 by and between Cone
                Receivables II LLC, the Registrant, Cone Foreign
                Trading LLC, Redwood Receivables Corporation,
                and General Electric Capital Corporation, filed
                as Exhibit 2.3.5 to Registrant's Registration
                Statement on Form S-4 (File No. 333-43014).

*2.3.6          Sixth Amendment to Securitization Agreements dated
                as of December 12, 2000 by and between Cone
                Receivables II LLC, the Registrant, Cone Foreign
                Trading LLC, Redwood Receivables Corporation and
                General Electric Capital Corporation, filed as
                Exhibit 2.3.6 to the Registrant's Registration
                Statement on Form S-4 (File No. 333-43014).

*2.3.7          Seventh Amendment to Securitization Agreement
                dated as of April 23, 2001 by and between Cone
                Receivables II LLC, the Registrant,
                Cone Foreign Trading LLC, and General Electric
                Capital Corporation.

*2.3.8          Eighth Amendment to Securitization Agreement
                dated as of July 10, 2001 by and between Cone
                Receivables II LLC, The Registrant,
                Cone Foreign Trading LLC, and General Electric
                Capital Corporation.

*2.4            Investment Agreement dated as of June 18, 1993,
                among Compania Industrial de Parras, S.A. de C.V.,
                Sr. Rodolfo Garcia Muriel, and the Registrant,
                filed as Exhibit 2.2(a) to Registrant's report
                on Form 10-Q for the quarter ended July 4, 1993.

*2.5            Commercial Agreement dated as of July 1, 1999,
                among Compania Industrial de Parras, S.A. de C.V.,
                the Registrant, and Parras Cone de Mexico, S.A.,
                filed as Exhibit 2.2(b) to Registrant's report on
                Form 10-K for the fiscal year ending January 2,
                2000.


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                           Page No.
-------         -----------                                          ----------

*2.5.1          Amended and Restated Commercial Agreement, dated
                as of December 12, 2000, among Compania Industrial
                de Parras, S.A. de C.V., the Registrant and
                Parras Cone de Mexico, S.A., filed as Exhibit
                2.5.1 to the Registrant's Registration Statement
                on Form S-4 (File No. 333-43014).

*2.6            Guaranty Agreement dated as of June 25, 1993,
                between the Registrant 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.

*2.7            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.

*2.7.1          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.

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

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

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


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                           Page No.
-------         -----------                                          ----------

*3.1            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.

*3.1.1          Articles of Amendment of the Articles of
                Incorporation of the Registrant effective
                October 22, 1999, to fix the designation,
                preferences, limitations, and relative
                rights of a series of its Class B Preferred
                Stock, filed as Exhibit 4.1(a) to Registrant's
                report on Form 10-Q for the quarter ended
                October 3, 1999.

*3.2            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).

*4.1            Rights Agreement dated as of October 14,
                1999, between the Registrant and First
                Union National Bank, as Rights Agent,
                with Form of Articles of Amendment with
                respect to the Class B Preferred Stock
                (Series A), the Form of Rights Certificate,
                and Summary of Rights attached, filed as
                Exhibit 1 to the Registrant's report on Form
                8-A dated October 29, 1999.

*4.2            Note Agreement dated as of August 13, 1992,
                between the Registrant 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.

*4.2.1          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.

*4.2.2          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.


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

*4.2.3          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.

*4.2.4          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.

*4.2.5          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.

*4.2.6          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.

*4.2.7          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.

*4.2.8          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
                for the year ended December 29, 1996.


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

*4.2.9          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.

*4.2.10         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 ended March 29, 1998.

*4.2.11         Letter Agreement dated as of September 1, 1999,
                amending the Note Agreement dated August 13, 1992,
                between the Registrant and The Prudential
                Insurance Company of America, filed as Exhibit
                4.3(i) on Form 10-Q for the quarter ended
                October 3, 1999.

*4.2.12         Amendment of 1992 Note Agreement dated as of
                January 28, 2000, by and among the Registrant
                and The Prudential Insurance Company
                of America, together with all exhibits thereto,
                filed as Exhibit 9 to the Registrant's report
                on Form 8-K dated February 11, 2000.

*4.2.13         Waiver under Note Agreement dated as of
                July 3, 2000, by and among the Registrant and
                The Prudential Insurance Company of America,
                filed as Exhibit 4.2.13 to Registrant's Registration
                Statement on Form S-4 (File 333-43014)

*4.2.14         Amendment of 1992 Note Agreement dated as of
                July 14, 2000, by and among the Registrant and
                The Prudential Insurance Company of
                America, filed as Exhibit 4.2.14 to Registrant's
                Registration Statement on Form S-4
                (File 333-43014)

*4.2.15         Amendment of 1992 Note Agreement dated as of
                December 12, 2000, by and among the Registrant
                and The Prudential Insurance Company
                of America, filed as Exhibit 4.2.15 to the
                Registrant's Registration Statement on
                Form S-4 (File No. 333-43014).


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

*4.2.16         Amendment of 1992 Note Agreement and Waiver
                dated as of April 23, 2001, by and among the
                Registrant and The Prudential
                Insurance Company of America.

*4.2.17         Amendment of 1992 Note Agreement dated as of
                June 28, 2001, by and among the Registrant
                and The Prudential Insurance Company of
                America.

*4.3            Credit Agreement dated as of January 28, 2000,
                by and among the Registrant, as Borrower, Bank
                of America, N.A., as Agent and as Lender and
                the Lenders party thereto from time to time,
                together with all exhibits thereto, filed as
                Exhibit 1 to the Registrant's report on Form
                8-K dated February 11, 2000.

*4.3.1          Amendment No. 1 to Credit Agreement dated as
                of July 14, 2000, by and among the Registrant,
                as Borrower, Cone Global Finance Corp., CIPCO
                S.C. Inc. and Cone Foreign Trading LLC, as
                Guarantors, Bank of America, N.A., as Agent and
                as Lender, and the Lenders party thereto from
                time to time, filed as Exhibit 4.3.1 to
                Registrant's Registration Statement on Form S-4
                (File 333-43014)

*4.3.2          Amendment No. 2 to Credit Agreement dated as of
                December 12, 2000, by and among the Registrant,
                as Borrower, Cone Global Finance Corp., CIPCO S.C.
                Inc. and Cone Foreign Trading LLC, as Guarantors,
                Bank of America, N.A., as Agent and as Lender,
                and the Lenders party thereto from time to time,
                filed as Exhibit 4.3.2 to the Registrant's
                Registration Statement on Form S-4 (File No.
                333-43014).

*4.3.3          Waiver and Amendment No. 3 to Credit Agreement
                dated as of April 23, 2001, by and among the
                Registrant, as Borrower, Bank of America, N.A.,
                as Agent and as Lender, and the Lenders
                Signatory Thereto

*4.3.4          Amendment No. 4 to Credit Agreement dated as
                of June 28, 2001, by and among the Registrant,
                as Borrower, Bank of America, N.A., as Agent
                and Lender, and the Lenders Signatory Thereto


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

*4.4            Guaranty Agreement dated as of January 28,
                2000, made by Cone Global Finance Corporation,
                CIPCO S.C., Inc. and Cone Foreign Trading
                LLC in favor of Bank of America, N.A.
                as Revolving Credit Agent for the Lenders,
                The Prudential Insurance Company of America,
                SunTrust Bank, Morgan Guaranty Trust
                Company of New York, Wilmington Trust
                Company, as General Collateral Agent,
                Bank of America, N.A., as Priority
                Collateral Agent, and Atlantic Financial
                Group, Ltd., together with all exhibits
                thereto, filed as Exhibit 2 to the
                Registrant's report on Form 8-K dated
                February 11, 2000.

*4.5            Priority Security Agreement dated as of
                January 28, 2000, by the Registrant
                and certain of its subsidiaries, as Grantors,
                and Bank of America, N.A., as Priority
                Collateral Agent, together with all exhibits
                thereto, filed as Exhibit 3 to the Registrant's
                report on Form 8-K dated February 11, 2000.

*4.6            General Security Agreement dated as of January
                28,2000, by the Registrant and certain of its
                subsidiaries, as Grantors, and Wilmington Trust

                Company, as General Collateral Agent, together
                with all exhibits thereto, filed as Exhibit 4
                to the Registrant's report on Form
                8-K dated February 11, 2000.

*4.7            Securities Pledge Agreement dated as of
                January 28, 2000, by the Registrant in favor of
                Wilmington Trust Company, as General
                Collateral Agent, together with all exhibits
                thereto, filed as Exhibit 5 to the Registrant's
                report on Form 8-K dated February 11, 2000.

*4.8            CMM Pledge Agreement dated as of January 28,
                2000, by the Registrant in favor of Wilmington
                Trust Company, as General Collateral Agent,
                together with all exhibits thereto, filed as
                Exhibit 6 to the Registrant's Report on
                Form 8-K dated February 11, 2000.

*4.9            Deed of Trust, Security Agreement, Fixture
                Filing, Assignment of Leases and Rents and


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

                Financing Statement dated as of January 28,
                2000, between the Registrant, as Grantor,
                TIM, Inc., as Trustee, Wilmington Trust
                Company, as General Collateral Agent, and
                Bank of America, N.A., as Designated Collateral
                Subagent, together with all exhibits thereto,
                filed as Exhibit 7 to the Registrant's report on
                Form 8-K dated February 11, 2000.

*4.10           Deed of Trust, Security Agreement, Fixture
                Filing, Assignment of Leases and Rents and
                Financing Statement dated as of January 28,
                2000, between the Registrant, as Grantor,
                TIM, Inc., as Trustee, and Bank of America,
                N.A., as Priority Collateral Agent, together
                with all exhibits thereto, filed as Exhibit
                8 to the Registrant's report on Form 8-K dated
                February 11, 2000.

*4.11           Termination Agreement dated as of January
                28, 2000, between the Registrant and Morgan
                Guaranty Trust Company of New York, as
                Agent for various banks terminating the
                Credit Agent dated August 7, 1997, filed as
                Exhibit 4.4(h) to Registrant's report on Form
                10-K for the fiscal year ending January 2, 2000.

*4.12           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).

*4.13           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)).

*4.14           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.

*4.14.1         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 for year ended December 31, 1995.

*4.14.2         Second Amendment to the Cone Mills Corporation
                1983 ESOP dated December 5, 1995, filed as


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

                Exhibit 4.9(b) to the Registrant's report on
                Form 10-K for year ended December 31, 1995.

*4.14.3         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.

*4.14.4         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.

*4.15           Indenture dated as of February 14, 1995, between
                the Registrant and Wachovia Bank of North Carolina,
                N.A. as Trustee (The 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).

*10.1           Employees' Retirement Plan of Cone Mills
                Corporation as amended and restated effective
                December 1, 1994, filed as Exhibit 10.1
                to the Registrant's report on Form 10-K for the
                year ended January 1, 1995.

*10.1.1         First Amendment to the Employees' Retirement Plan
                of Cone Mills Corporation dated May 9,1995,
                filed as Exhibit 10.1(a) to the
                Registrant's report on Form 10-K for the year
                ended December 31, 1995.

*10.1.2         Second Amendment to the Employees' Retirement
                Plan of Cone Mills Corporation dated
                December 5, 1995, filed as Exhibit 10.1(b) to
                the Registrant's report on Form 10-K for the
                year ended December 31, 1995.

*10.1.3         Third Amendment to the Employees' Retirement
                Plan of Cone Mills Corporation dated
                August 16, 1996, filed as Exhibit 10.1(c) to
                the Registrant's report on Form 10-K for the
                year ended December 29, 1996.

*10.1.4         Fourth Amendment to the Employees' Retirement
                Plan of Cone Mills Corporation, filed as
                Exhibit 10 to the Registrant's report on
                Form 10-Q for the quarter ended September 28, 1997.


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

*10.1.5         Fifth Amendment to Employees' Retirement
                Plan of Cone Mills Corporation dated
                December 4, 1997, filed as Exhibit 10.1(e) to
                the Registrant's report on Form 10-K for the
                year ended December 28, 1997.

*10.1.6         Employees Retirement Plan of Cone Mills
                Corporation as amended and restated as of
                June 30, 2001.

*10.7           Cone Mills Corporation SERP as amended and
                restated as of December 5, 1995, filed as
                Exhibit 10.2 to the Registrant's
                report on Form 10-K for the year ended
                December 31, 1995.

*10.7.1         Cone Mills Corporation SERP as amended and
                restated effective June 30, 2001.

*10.8           Excess Benefit Plan of Cone Mills Corporation
                as amended and restated as of December 5, 1995,
                filed as Exhibit 10.3 to the Registrant's report
                on Form 10-K for the year ended December 31, 1995.

*10.8.1         Excess Benefit Plan of Cone Mills Corporation
                as amended and restated effective June 30, 2001.

*10.9           1984 Stock Option Plan of Registrant filed as
                Exhibit 10.7 to the Registrant's Registration
                Statement on Form S-1 (File No. 33-28040).

*10.10          Form of Nonqualified Stock Option Agreement under
                1984 Stock Option Plan of Registrant, filed as
                Exhibit 10.8 to the Registrant's Registration
                Statement on Form S-1 (File No. 33-28040).

*10.11          Form of Incentive Stock Option Agreement under
                1984 Stock Option Plan of Registrant, filed as
                Exhibit 10.9 to the Registrant's Registration
                Statement on Form S-1 (File No. 33-28040).

*10.12          1992 Stock Option Plan of Registrant, filed
                as Exhibit 10.9 to the Registrant's report
                on Form 10-K for the year ended December 29, 1991.

*10.12.1        Amended and Restated 1992 Stock Plan, filed
                as Exhibit 10.1 to Registrant's report on
                Form 10-Q for the quarter ended March 31, 1996.


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

*10.13          Form of Incentive Stock Option Agreement
                under 1992 Stock Option Plan, filed as
                Exhibit 10.10 to the Registrant's report on Form
                10-K for the year ended January 3, 1993.

*10.14          Form of Nonqualified Stock Option Agreement
                under 1992 Stock Option Plan, filed as
                Exhibit 10.8(a) to the Registrant's report
                on Form 10-K for the year ended December 29,1996.

*10.14.1        Form of Nonqualified Stock Option Agreement
                under 1992 Amended and Restated Stock Plan,
                filed as Exhibit 10.8(b) to the Registrant's
                report on Form 10-K for the year ended
                December 29, 1996.

*10.15          Form of Restricted Stock Award Agreement
                under 1992 Amended and Restated Stock Plan,
                filed as Exhibit 10.8(c) to the Registrant's
                report on Form 10-K for the year ended
                December 28, 1997.

10.15.1         Form of Incentive Stock Option Agreement under
                1992 Amended and Restated Stock Plan.

*10.16          1994 Stock Option Plan for Non-Employee
                Directors of Registrant, filed as Exhibit 10.9
                to Registrant's report on Form 10-K for
                the year ended January 2, 1994.

*10.17          Form of Non-Qualified Stock Option Agreement
                under 1994 Stock Option Plan for Non-Employee
                Directors of Registrant, filed as
                Exhibit 10.10 to Registrant's report on
                Form 10-K for the year Ended January 2, 1994.

*10.18          Management Incentive Plan of the Registrant,
                filed as Exhibit 10.11(b) to Registrant's
                report on Form 10-K for the year ended
                January 3, 1993.

*10.19          1997 Senior Management Incentive Compensation
                Plan, filed as Exhibit 10.2 to Registrant's
                report on Form 10-Q for the quarter
                ended March 31, 1996.

*10.20          1997 Senior Management Discretionary Bonus
                Plan, filed as Exhibit 10.13 to the Registrant's
                report on Form 10-K for the
                year ended December 29, 1996.

*10.21          2000 Stock Compensation Plan for Non-Employee
                Directors of Registrant dated as of May 9, 2000,


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

                filed as Exhibit 10.18 to Registrant's
                report on Form 10-Q for
                the quarter ended April 7, 2000.

*10.22          Form of Agreement between the Registrant and
                Levi Strauss dated as of March 30, 1992, filed as
                Exhibit 10.14 to the Registrant's Registration
                Statement on Form S-1 (File No. 33-46907).

*10.23          First Amendment to Supply Agreement dated as
                of April 15, 1992, between the Registrant and
                Levi Strauss dated as of March 30,
                1992, filed as Exhibit 10.15 to Registrant's
                Registration Statement on Form S-1 (No. 33-46907).

*10.24          Agreement dated January 1, 1999, between
                the Registrant and Parkdale Mills, Inc.,
                filed as Exhibit 10.17 to Registrant's
                report on Form 10-K for the year ended
                January 2, 2000.

*10.25          Tenth Amendment to Master Lease dated as of
                January 28, 2000, between Atlantic Financial
                Group, Ltd. and the Registrant,
                together with all exhibits thereto, filed
                as Exhibit 10 to Registrant's report on
                Form 8-K dated February 11, 2000.

*10.25.1        Eleventh Amendment to Master Lease dated as
                of July 14, 2000 between Atlantic Financial
                Group, Ltd. and the Registrant, filed as
                Exhibit 10.25.1 to Registrant's Registration
                Statement on Form S-4 (File No. 333-43014).

*10.25.2        Assignment and Termination Agreement dated
                as of August 31, 2000, among Atlantic
                Financial Group, Ltd., Suntrust Bank, and
                the Registrant.

*10.26          2001 Stock Incentive Plan

*10.26.1        Form of Incentive Stock Option Agreement
                under 2001 Stock Incentive Plan.

*21             Subsidiaries of the Registrant.

*23.1           Consent of McGladrey & Pullen, LLP,
                Independent auditor, with respect to
                The incorporation by reference in the
                Registrant's Registration Statements
                On Form S-8 (Nos. 33-31977; 33-31979;
                33-51951; 33-51953; 33-53705 and 33-67800)
                of their reports on the
                consolidated financial statements
                and schedules included in this Annual
                Report on Form 10-K.


<PAGE>


Exhibit                                                              Sequential
  No.           Description                                            Page No.
-------         -----------                                          ----------

23.2            Consent of Auditors of Parras Cone de Mexico,
                S.A. de C.V. with respect to the incorporation
                by reference in the  Registrant's
                Registration Statements on Form S-8
                (Nos. 33-31977; 33-31979; 33-51951; 33-51953;
                33-53705 and 33-67800) of
                their reports on the financial statements and
                schedules to be included in this Annual Report
                on Form 10-K.                                               19

99.1            Financial Statements of Parras Cone de Mexico,
                S.A. de C.V.                                                20

------------------------------------------------------------------
*Incorporated by reference to the statement or report indicated.

     The Registrant will provide any Shareholder or participant in the Company
Stock Fund in the 401(k) Programs copies of any of the foregoing exhibits upon
written request addressed to Corporate Secretary, Cone Mills Corporation, 3101
North Elm Street, Greensboro, NC 27408.


<PAGE>




                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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  November 1, 2001     /s/ Gary L. Smith
                               Gary L. Smith
                               Executive Vice President and
                               Chief Financial Officer
<PAGE>

Exhibit 23.2


                    Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement
(Form S-8 Nos. 33-31977; 33-31979; 33-51951; 33-51953; 33-53705 and 33-67800)
pertaining to the 2001 Stock Incentive Plan of Cone Mills Corporation of our
report dated March 15, 2001, with respect to the financial statements of
Parras Cone de Mexico, S.A. de C.V. included in the Form 10-K/A for the year
ended December 31, 2000.



Mancera, S.C.
Ernst & Young International



/s/C.P.C. Victor Soule Garcie
          C.P.C. Victor Soule Garcie



Monterrey, N.L.
October 24, 2001


<PAGE>

Exhibit 99.1

Translation of financial statements originally issued in Spanish


                         Parras Cone de Mexico, S.A. de C.V.
                               (the Joint Venture)

                          Audited Financial Statements



                           December 31, 2000 and 1999
                       with Report of Independent Auditors





<PAGE>

Exhibit 99.1 (continued)

                         Report of Independent Auditors




Stockholders and Board of Directors
Parras Cone de Mexico, S.A. de C.V. (the Joint Venture)


We have audited the accompanying balance sheets of Parras Cone de Mexico, S.A.
de C.V. (the Joint Venture) as of December 31, 2000 and 1999, and the related
statements of operations, changes in stockholders' equity and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Joint Venture's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and in Mexico. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Parras Cone de Mexico, S.A. de
C.V. (the Joint Venture) at December 31, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States of America.

As discussed in Note 10, the Company has restated the 1999 and 1998 financial
statements to record an additional liability related to deferred profit sharing,
in order to conform with accounting principles generally accepted in the United
States of America.



                                                      Mancera, S.C.
                                               Ernst & Young International



                                                C.P.C. Victor Soule Garcia

Monterrey, N.L.
March 15, 2001


<PAGE>

Exhibit 99.1 (continued)


                       Parras Cone de Mexico, S.A. de C.V.

                                 Balance Sheets

                         (In thousands of U.S. dollars)



                                                          December 31
                                                   2000                    1999
                                         --------------------------------------
                                                                      (restated)
Assets
Currents assets:
Cash and cash equivalents                $        1,421         $         1,583
Accounts receivable:
  Trade                                             399                   8,781
  Related parties                                 9,979                   4,162
  Recoverable taxes                                 455                     404
  Other                                             555                      12
                                         --------------------------------------
                                                 11,388                  13,359

Inventories                                       8,917                  10,869
Prepaid expenses                                    213                     211
Deferred income tax                                   -                     363
                                         --------------------------------------
Total current assets                             21,939                  26,385

Notes receivable                                    132                     139

Property, plant and equipment, net               82,539                  87,062
                                         --------------------------------------

Total assets                             $      104,610         $       113,586
                                         ======================================


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.

                                 Balance Sheets

                         (In thousands of U.S. dollars)



                                                            December 31
                                                     2000                  1999
                                                --------------------------------
                                                                      (restated)


Liabilities and Stockholders' Equity
Current liabilities:
Notes payable to banks                          $   4,000             $   7,000
Current portion of long-term debt                   5,968                 6,996
Trade accounts payable                              1,791                 1,212
Related parties                                         -                   900
Profit sharing and asset tax                        2,500                   560
Other accounts payable and accrued expenses           966                   964
Interest payable                                      530                 1,196
Deferred income taxes                                 477                     -
Deferred profit sharing                               775                   946
                                              ----------------------------------
Total current liabilities                          17,007                19,774

Long-term debt                                     14,082                24,209
Deferred income taxes                                  66                 2,111
Deferred profit sharing                               879                   718
Labor obligations                                      49                    34
                                              ----------------------------------
Total liabilities                                  32,083                46,846

Stockholders' equity:
  Common stock, 337,831,566 shares issued and
   outstanding                                     58,597                58,597
  Retained earnings                                13,930                 8,143
                                              ----------------------------------
Total stockholders' equity                         72,527                66,740
                                              ----------------------------------

Total liabilities and stockholders' equity    $   104,610           $   113,586
                                              ==================================


See accompanying notes.


<PAGE>

Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.

                            Statements of Operations

                         (In thousands of U.S. dollars)


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                            Years Ended December 31
                                                      2000             1999             1998
                                            -------------------------------------------------
                                                                  (restated)       (restated)

Net sales                                   $       71,097     $     74,963     $     85,225
Cost of sales                                       54,778           62,048           63,257
                                            -------------------------------------------------

                                                    16,319           12,915           21,968

Operating expenses                                   6,521            5,177            4,464
                                            -------------------------------------------------
Income from operations                               9,798            7,738           17,504

Interest expense, net                             (  2,564)        (  4,137)        (  5,160)
Translation gain (loss)                           (    159)        (    183)              13
                                            -------------------------------------------------
                                                  (  2,723)        (  4,320)        (  5,147)

 Other income                                          116              228              165
                                            -------------------------------------------------
 Income before income taxes and
   cumulative effect of change in
   accounting principle                              7,191            3,646           12,522

Income taxes                                      (  1,404)        (    677)        (  1,754)
                                            -------------------------------------------------
Income before cumulative effect of
 change in accounting principle                      5,787            2,969           10,768

Cumulative effect on prior years
 (to December 31, 1998) of change in
 accounting principle for pre-operating
 expenses, net of tax                                    -           (2,535)               -

                                            -------------------------------------------------
Net income                                  $        5,787     $        434     $     10,768
                                            =================================================
</TABLE>


See accompanying notes.


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.

                  Statements of Changes in Stockholders' Equity

                           (In thousands of U.S. dollars)




                                                                           Total
                                    Common         Retained       Stockholders'
                                     Stock         Earnings          Equity
                                 ----------------------------------------------

Balance at December 31, 1997
(restated)                       $    58,597     $   ( 3,059)     $    55,538

Net income (restated)                      -          10,768           10,768
                                 ----------------------------------------------

Balance at December 31, 1998
(restated)                            58,597           7,709           66,306

Net income (restated)                      -             434              434
                                 ----------------------------------------------

Balance at December 31, 1999
(restated)                            58,597           8,143           66,740

Net income                                 -           5,787            5,787
                                 ----------------------------------------------

Balance at December 31, 2000     $     58,597    $    13,930      $    72,527
                                 ==============================================


See accompanying notes.


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.

                            Statements of Cash Flows

                         (In thousands of U.S. dollars)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                             Years Ended December 31
                                                                     2000             1999            1998
                                                          ---------------------------------------------------
                                                                                    (restated)     (restated)
Operating Activities
Net income                                                 $          5,787       $       434    $    10,768
Adjustments to reconcile net income:
  to net cash provided by operating activities:
  Depreciation                                                        7,027             7,288          7,216
  Amortization                                                            -                 -          1,524
  Cumulative effect of change in accounting
     principle for pre-operating expenses                                 -             3,053              -
  Deferred income tax                                             (   1,205)               29          1,719
  Deferred profit sharing tax                                     (      10)        (     607)           689

Changes in operating assets and liabilities:
  Accounts receivable                                                 1,971         (   9,095)           611
  Inventories                                                         1,952             7,533      (   5,947)
  Prepaid expenses                                                (       2)        (     187)            60
  Other and long term assets                                              7                22             54
  Related party and trade accounts payable                        (     321)            1,770      (     245)
  Interest payable                                                (     666)        (     555)     (     268)
  Other                                                               1,957         (     240)     (     353)
                                                           --------------------------------------------------
Net cash provided by operating activities                            16,497             9,445         15,828

Financing Activities
Payments on long-term debt                                        (  11,155)         ( 12,301)      ( 14,333)
(Payments on) proceeds from notes payable to banks                (   3,000)            5,000              -
                                                           --------------------------------------------------
Net cash used by financing activities                             (  14,155)         (  7,301)      ( 14,333)

Investing Activities
Purchases of property, plant and equipment                        (   2,504)         (  1,387)      (  1,466)
Proceeds from sale of property, plant and equipment                       -               115             15
                                                           --------------------------------------------------
Net cash used in investing activities                             (   2,504)         (  1,272)      (  1,451)
                                                           --------------------------------------------------
(Decrease) increase in cash and cash equivalents                  (     162)              872             44
Cash and cash equivalents at beginning of the year                    1,583               711            667
                                                           --------------------------------------------------
Cash and cash equivalents at end of the year               $          1,421       $     1,583    $       711
                                                           ==================================================

Supplemental disclosures:
  Interest paid                                            $          3,285       $     4,655    $     5,388
                                                           ==================================================

  Taxes paid                                               $            939       $        39    $         -
                                                           ==================================================

</TABLE>

See accompanying notes.


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                          (In thousands of U.S. dollars)



1. Organization and Significant Accounting Policies

Description of the business

Parras  Cone de  Mexico,  S.A.  de C.V.  (the Joint  Venture)  is a Mexican
company  established  in June 1993 as a 50/50  joint  venture  between  Compania
Industrial de Parras, S.A. de C.V. (CIPSA) and Cone Mills (Mexico) S.A. de C.V.,
a wholly owned subsidiary of Cone Mills  Corporation,  a U.S.  corporation.  The
Company is engaged in the production of denim in Mexico,  for sale in Mexico and
the United States.

The Joint Venture has entered into agreements which require that substantially
all manufactured products be sold to the Joint Venture partners or to other
related parties. Accordingly, the majority of trade receivables, 100% and 27% at
December 31, 2000 and 1999, respectively, are from Joint Venture partners.
During 1999, the operations of a related party (Comercializadora Cone Mills,
S.A. de C.V.) were terminated and the Joint Venture sold directly to the third
parties. During 2000, a new distribution company (Distribuidora CMUSA, S.A. de
C.V) was created by a Joint Venture partner and as such the Joint Venture began
selling a majority of its products to Distribuidora CMUSA, S.A. de C.V.

Translation of foreign currency

The Joint Venture maintains its official accounting records and prepares its
financial statements for statutory purposes in Mexican pesos using generally
accepted accounting principles in Mexico (Mexican GAAP). The accompanying
financial statements have been prepared in thousands of U.S. dollars ($), in
conformity with accounting principles generally accepted in the United States of
America (U.S. GAAP) which differ from Mexican GAAP.

The functional currency of the Joint Venture for these financial statements is
the U.S. dollar. The Joint Venture translates its inventories, prepaid expenses,
property, plant and equipment and stockholders' equity at the historical
exchange rate. Monetary assets and liabilities are translated at exchange rates
in effect at the end of the year. Revenues and expenses are translated at the
average exchange rates in effect during the reporting period. Revenues and
expenses related to non-monetary assets are translated at the historical
exchange rates of the related assets. The translation adjustments resulting from
the changes in exchange rates have been reported separately within statement of
operations.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



1. Organization and Significant Accounting Policies (continued)

Cash and cash equivalents

Cash equivalents are highly liquid investments having a maturity of less than
ninety days at the date of purchase. Such investments are recorded at cost plus
accrued interest, which approximates market values.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or
market.

Property, plant and equipment

Property, plant and equipment is stated at historical cost. Depreciation is
provided at amounts calculated to amortize the cost of the assets over their
estimated useful economic lives, using the straight-line method. Repairs and
maintenance costs are expensed as incurred.

Impairment of Assets

Statement No.121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of", requires impairment losses to be recorded
on long-lived assets used in operations when indicators of impairment are
present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. Statement 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. Based
on current circumstances, it was not necessary to record any adjustment to the
carrying value of the Company's long-lived assets.

Pre-operating expenses

In April 1998, the AICPA issued SOP 98-5 "Reporting the Cost of Start-Up
Activities." The effective date of the SOP was January 1, 1999. It requires that
start-up costs capitalized prior to January 1, 1999 be written-off and any
future start-up costs be expensed as incurred. Up to December 31, 1998,
pre-operating expenses were deferred and amortized over a five-year period for
financial reporting purposes, consequently, the Company changed its accounting
principle related to pre-operating costs and expensed $2,535 on January 1, 1999.

Labor obligations

Under Mexican labor law, the Joint Venture is liable for certain payments
accruing to personnel who leave its employment in certain circumstances. It is
the Joint Venture policy to charge termination payments to costs and expenses of
the year in which it is decided to dismiss the worker. The Joint Venture
provides for seniority premiums based on actuarial computations.


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



1. Organization and Significant Accounting Policies (continued)


Fair market value of financial instruments

Cash, accounts receivable, accounts payable, and other accounts payable and
accrued expenses are reflected in the financial statements at fair market value
because of the short-term maturity of these instruments. The Joint Venture
estimates that the fair value of the long-term debt approximates its carrying
value.

Revenue recognition

Revenue from product sales is recognized at the time ownership of the goods
transfers to the customer.

Income taxes

The Joint Venture records income taxes using the liability method. Under this
method, deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.

Reclassifications

Certain reclassifications, most significantly the recording of profit sharing
expense as an operating expense as opposed to income tax expense, have been made
in the 1998 and 1999 financial statements to conform to the 2000 presentation.



2.  Related Party Balances and Transactions


As discussed in Note 1, the Joint Venture transacts significant volumes of
business with related entities and is currently economically dependent on these
entities.

The Joint Venture sells products to companies affiliated through common
ownership. Prices of goods sold to affiliated companies are determined by
management of the Joint Venture and its affiliates based on market prices and
services provided by the Joint venture partners. Changes in such prices, rates,
or methods may significantly affect the results of operations of the Joint
Venture and their comparability from year to year.


<PAGE>

Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                          (In thousands of U.S. dollars)


2.       Related Party Balances and Transactions (continued)

Accounts receivable and payable with related parties are as follows:

                                                              December 31
                                                         2000              1999
                                                --------------------------------

Accounts receivable:
  Cone Denim North America                      $       3,652     $       2,868
  Fabrica La Estrella, S.A. de C.V.                        26                 3
  Comercializadora Cone Mills, S.A. de C.V.                 -               688
  Cone Mills International                                147               276
  Telas Parras, S.A. de C.V.                                -               297
  Cone Mills (Mexico) S.A. de C.V.                          9                30
  Distribuidora CMUSA, S.A. de C.V.                     6,137                 -
  Cone Tamaulipas, S.A. de C.V.                             8                 -
                                                --------------------------------
                                                $       9,979     $       4,162
                                                ================================
Accounts payable:
  Cone Mills Corporation                        $           -     $         900
                                                ================================


Transactions with related parties were as follows:
                                                   Years Ended December 31
                                               2000          1999           1998
                                       -----------------------------------------

Net sales                              $     71,097   $    63,813   $     85,225
Management fees                               2,000         2,000              -
Operating expenses                              173         1,498            809



3.  Inventories

Inventories consist of the following:
                                                        December 31
                                                  2000                1999
                                       -----------------------------------

Raw materials                          $         2,340       $       2,865
Work in process                                  1,297               1,531
Finished goods                                   3,067               4,012
Advances for cotton purchases                      370                 559
Spare parts                                      1,707               1,765
Other                                              136                 137
                                       -----------------------------------

                                       $         8,917       $      10,869
                                       ===================================


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)


4.  Other accounts payable and accrued expenses

Other accounts payable and accrued expenses consist of the following:

                                                               December 31
                                                          2000             1999
                                                -------------------------------

Salaries, wages and employee benefits           $          634     $        259
Professional fees                                           68              329
Other                                                      264              376
                                                -------------------------------

                                                $          966     $        964
                                                ===============================



5.  Future Inventory Commitments

As of December 31, 2000 and 1999, the Joint Venture had inventory commitments
(open purchase orders) totaling $ 954 and $26, respectively. The market value of
these open purchase orders change over time as the cotton commodities market
changes. There were no material unrealized gains/losses related to these
purchase orders as of December 31, 2000, and the date of this report.



6.  Property, Plant and Equipment

Property, plant and equipment consists of the following:


                                                             December 31
                               Useful Lives            2000               1999
                               ------------------------------------------------

Land                               -           $       2,228      $       1,483
Machinery and equipment          10-15                75,721             73,755
Buildings                        39                   35,139             35,127
Furniture and equipment           3-10                 4,852              5,227
                                               --------------------------------
                                                     117,940            115,592
Accumulated depreciation                             (35,401)          ( 28,530)
                                               --------------------------------
                                               $      82,539      $      87,062
                                               ================================



<PAGE>

Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



7.  Long-term Debt and Notes Payable

On November 17, 1993, the Joint Venture entered into two U.S. dollar denominated
credit agreements totaling $74,000 with Banco Santander Mexicano, S.A.
(previously Banco Mexicano); mortgage loan collateralized by the property, plant
and equipment for $ 63,000 and a $ 11,000 credit line for working capital
purposes. At December 31, 2000 and 1999, the Joint Venture had outstanding
$20,050 and $ 31,205, respectively, under these agreements. The collateralized
mortgage loan requires payments of principal every six months and interest
quarterly. The credit line requires quarterly principal and interest payments.
The loans have variable interest rates based on LIBOR plus 2.5% to 6.0%. The
weighted average interest rate was 10.26% and 10.14% for the years ended
December 31, 2000 and 1999, respectively. The interest rates on these borrowings
ranged from 8.65% to 12.40% at December 31, 2000.


A summary of long-term debt is as follows:
                                                            December 31
                                                       2000             1999
                                              ---------------------------------

Collateralized mortgage loan and working
 capital loan with Banco
 Santander Mexicano, S.A.                     $       20,050     $      31,205
                                              ---------------------------------
Long-term debt outstanding                            20,050            31,205
Less current portion                                (  5,968)         (  6,996)
                                              --------------------------------

                                              $       14,082     $      24,209
                                              =================================

The aggregate maturities of long-term debt at December 31, 2000 are as follows:

                              2001            $        5,968
                              2002                     6,995
                              2003                     7,087
                                              ---------------

                                              $       20,050
                                              ===============

The loans establish restrictive covenants and obligations with respect to
insurance of assets, timely presentation of financial information, restrictions
on dividend payments and maintenance of certain financial ratios. At December
31, 2000, the Joint Venture is in compliance with such restrictive covenants and
obligations. Substantially all property, plant and equipment and inventories
collateralized the loans.


<PAGE>

Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



7.  Long-term Debt and Notes Payable (continued)

Notes payable to banks were due February 7, 2001 and had an interest rate of
9.45%. The note was paid and the credit agreement was terminated.

The Joint Venture had an available credit line of $10,000 at November 30, 2000.
This credit agreement expired subsequent to November 30, 2000 and was not
renewed by the bank.

Interest expense for the years ended December 31, 2000, 1999 and 1998 was
$2,619, $4,655 and $5,120, respectively.



8.  Stockholders' Equity

Common stock

Shares of common stock are as follows at December 31, 2000 and 1999:

                                               Fixed
                                            ------------

              Series "A"                     168,915,783
              Series "B"                     168,915,783
                                            ------------
                                             337,831,566
                                            ============

Series "A" shares may be subscribed, acquired or owned by Mexican investors.
Series "B" shares may be subscribed, acquired or owned both Mexican and foreign
investors. Each share has a par value of one Mexican peso.

Legal restrictions

Effective January 1, 1999, the corporate income tax rate was increased from 34%
to 35%. However, there is the possibility of deferring as much as 5% of the tax
(3% in 1999). Companies that choose to defer a portion of the corporate income
tax are required to set up a so-called "net reinvested tax profit account," or
"CUFINRE," to control the amount of earnings on which there was a deferral of
corporate income tax payments. Companies that choose for the above-mentioned
deferral of taxes are still required to maintain the so-called "net tax profit
account," or "CUFIN," to control earnings on which the statutory 34% tax rate
has been paid.

Cash dividends distributed to stockholders must be applied first against the
balance of the "CUFINRE," account in order to remit the deferred corporate
income tax. Once the "CUFINRE" balance has been distributed in its entirety,
dividends may be paid from the "CUFIN."


<PAGE>


Exhibit 99.1 (continued)


                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



8.  Stockholders' Equity (continued)

Legal restrictions

In addition, effective January 1, 1999, corporate entities paying cash dividends
to individuals (whether residents of Mexico or residents abroad) are required to
withhold the equivalent of 5% of the dividend paid.



9.  Income Taxes and Employee Profit Sharing

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Total deferred tax assets and liabilities are as follows:

                                                           December 31
                                                    2000                 1999
                                           -----------------------------------

Deferred tax liabilities:
  Inventories                              $        2,945     $          3,524
  Depreciation                                      3,078                2,513
                                           -----------------------------------
Total deferred tax liabilities                      6,023                6,037

Deferred tax assets:
  Net operating loss carryforward                   2,240                3,671
  Asset taxes                                       3,011                  402
  Accrued liabilities                                 229                  216
                                           -----------------------------------
Total deferred tax assets                           5,480                4,289
                                           -----------------------------------
Net deferred tax liability                 $          543     $          1,748
                                           ===================================


The Joint Venture is required to pay asset tax, as the calculated amount for
asset tax is greater that the calculated amount of income tax. Asset tax is
calculated at 1.8% of assets less certain liabilities and can be credited
against future income tax paid for a period of 10 years. The difference between
the reported amount of income tax expense and the one that would result from
applying the domestic federal statutory tax rates (35%) is due mainly to the
effects of inflation.


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



9.  Income Taxes and Employee Profit Sharing (continued)

The components of the provision for income tax expense (benefit) are as follows:

                                                        December 31
                                         2000             1999            1998
                                   ---------------------------------------------


Current asset tax                  $     2,609       $      130      $       35
Deferred tax                          (  1,205)              29           1,719
                                   ---------------------------------------------
Provision for income taxes         $     1,404       $      159      $    1,754
                                   =============================================


A reconciliation of the income tax provision computed at the Mexican federal
statutory tax rate to the reported income tax provision is as follows:

                                                        December 31
                                          2000             1999           1998
                                   ---------------------------------------------

Tax provision at statutory rates   $      2,517      $      202      $    4,257
Inflationary effects                   (  1,142)        (   116)         (2,503)
Other permanent items                        29              73               -
                                   ---------------------------------------------

                                   $      1,404      $      159      $    1,754
                                   =============================================

The deferred expense (benefit) related to employee profit sharing has been
recorded in operating expenses. The deferred expense (benefit) for the years
ended December 31, 2000, 1999 and 1998 was $(10), $(607) and $ 689 respectively.
The current expense related to employee profit sharing has been recorded in
operating expenses. The current expense for the years ended December 31, 2000,
1999 and 1998 was $270, $237 and $ -.

Total deferred profit sharing assets and liabilities are as follows:
                                                               December 31
                                                          2000            1999
                                                     --------------------------
Deferred profit sharing liabilities:
    Inventories                                      $      840      $    1,007
    Depreciation                                            879             718
                                                     --------------------------
Total deferred tax liabilities                            1,719           1,725

Deferred profit sharing assets:
    Accrued liabilities                                      65              61
                                                     --------------------------
Total deferred tax assets                                    65              61
                                                     --------------------------
Net deferred tax liability                           $    1,654      $    1,664
                                                     ==========================


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



9.  Income Taxes and Employee Profit Sharing(continued)

At December 31, 2000, the Joint Venture had a tax loss carryforward, for tax
purposes, as follows:


                    Year of loss             Amount          Year of expiration
-------------------------------------------------------------------------------

                        1995              $    4,168              2005
                        1998                   2,231              2008
                                          -----------
                                          $    6,399
                                          ===========


At December 31, 2000, the Joint Venture had an asset tax carryforward, for tax
purposes, as follows:

                    Year incurred            Amount          Year of expiration
-------------------------------------------------------------------------------

                        1998              $       39              2008
                        1999                     363              2009
                        2000                   2,609              2010
                                          -----------
                                          $    3,011
                                          ===========


10.      Restatement of prior period results

The Company has restated its balance sheet as of December 31, 1999 and the
related statements of operations, stockholders' equity, and cash flows for the
years ended December 31, 1999 and 1998, due to the recording of an additional
liability related to temporary differences caused by profit sharing expense. As
a result, the balance sheet at December 31, 1999 includes an adjustment to
increase deferred profit sharing liability by $1,664 and to decrease retained
earnings by $1,581 at December 31, 1997. The statements of operations include an
adjustment to operating expenses to decrease the provision for deferred profit
sharing expense by $607 for the year ended December 31, 1999 and to increase the
provision for deferred profit sharing expense by $689 for the year ended
December 31, 1998.

The impact on the Company's statement of changes in stockholders' equity as
reported for 1997 is as follows:

1997
  As reported                          $     57,119
  As restated                          $     55,538


<PAGE>


Exhibit 99.1 (continued)

                       Parras Cone de Mexico, S.A. de C.V.
                          Notes to Financial Statements
                        December 31, 2000, 1999 and 1998
                         (In thousands of U.S. dollars)



10.      Restatement of prior period results (continued)

The impact on the Company's results of operations as originally reported for
1999 and 1998 is as follows:

                                        Net income/
                                          (loss)
                                       -------------
1999
  As reported                          $    (   173)
  As restated                          $        434

1998
  As reported                          $     11,457
  As restated                          $     10,768



11.      New accounting pronouncements

In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The statement establishes accounting and
reporting standards for derivative financial instruments. The statement requires
recognition of derivatives in the statement of financial position to be measured
at fair value. Gains or losses resulting from changes in the value of
derivatives would be accounted for depending on the intended use of the
derivative and whether if qualifies for hedge accounting. This statement is
effective for the Joint Venture's financial statements beginning in 2001. The
Joint Venture is currently studying the future effects of adopting this
statement. However, due to the Joint Venture's limited use of derivative
financial instruments, adoption of Statement No.133 is not expected to have a
significant effect on the Joint Venture's consolidated results of operations,
financial position, or cash flows.