FORM 10-K                                    Page 204

Exhibit 4.9(a)

                     FIRST AMENDMENT TO

              CONE MILLS CORPORATION 1983 ESOP
         (As Amended and Restated December 1, 1994)


     FIRST AMENDMENT, dated May 9, 1995, to the Cone Mills
Corporation 1983 ESOP, As Amended and Restated December 1,
1994 (the "1983 ESOP").

                          RECITALS

     A.  Effective December 31, 1989, the Money-Purchase
Pension Plan component of the 1983 ESOP and the Special
Retirement Account of the Supplemental Retirement Plan of Cone
Mills Corporation were merged into the Stock Bonus Plan
component of the 1983 ESOP.  The Stock Bonus Plan component
was appropriately amended and, from and after January 1, 1990,
has constituted the continuing 1983 ESOP.

     Effective March 31, 1993, the 1983 ESOP was amended to
provide for ESOP A and ESOP B Accounts and to permit Members
with five or more Years of Service to make in-service
withdrawals from their ESOP B Accounts.

     On November 29, 1994, the Internal Revenue Service issued
Revenue Ruling 94-76, which requires that the 1983 ESOP be
amended to provide that accrued benefits attributable to the
Money-Purchase Pension Plan component of the 1983 ESOP will be
distributable only after a Member's retirement, death,
disability or severance of employment or after termination of
the 1983 ESOP.

     B.  The Advisory Committee has recommended that the 1983
ESOP be amended to provide for distributions to an Alternate
Payee pursuant to a Qualified Domestic Relations Order prior
to the affected Member's "earliest retirement age", as defined
in Section 414(p) of the Internal Revenue Code of 1986, as
amended.

     NOW, THEREFORE, the 1983 ESOP be and hereby is amended as
follows:

     (1)  By adding the following sentence to Plan Section
6.04(c):

          "Notwithstanding the foregoing, no
          distribution shall be made pursuant to this 


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FORM 10-K                                    Page 205

Exhibit 4.9(a)   (continued)

          Section 6.04(c) after March 12, 1995, except as
          expressly permitted under the provisions of Plan
          Section 6.07(f)."

     (2)  By adding a new Plan Section 6.07(f) to read as
follows:

       "(f) Notwithstanding any other term or provision of the
            Plan or the Trust Agreement, this Section 6.07(f)
            will apply to all distributions from the Plan
            after March 12, 1995.  The accrued benefits of a
            Member that are attributable to the Money-Purchase
            Pension Plan component of the Plan (i.e., the
            Member's Money-Purchase Pension Account as of
            December 31, 1989 and post-merger earnings
            thereon) will be distributable only after the
            Member's retirement, death, disability, or
            severance of employment or after termination of
            the Plan.  Accordingly, no distribution from the
            Plan will be made to a Member prior to the
            Member's retirement, death, disability or
            severance of employment or prior to termination of
            the Plan, unless there is an "acceptable separate
            accounting" between those accrued benefits of the
            Member that are attributable to the Money-Purchase
            Pension Plan component and those accrued benefits
            that are attributable to the Supplemental
            Retirement Plan and Stock Bonus Plan components
            and unless the distribution is solely attributable
            to (and accounted for as a distribution of)
            accrued benefits under the Special Retirement Plan
            and Stock Bonus Plan components.  The acceptable
            separate accounting shall include, without
            limitation, allocation of post-merger gains,
            losses, withdrawals, contributions, forfeitures
            and other credits or charges on a reasonable and
            consistent basis between accrued benefits
            attributable to the Money-Purchase Pension Plan
            component and the other components of the Plan. 
            This Section 6.07(f) is intended to comply with
            the provisions of Revenue Ruling 94-76 and shall
            be construed and applied as provided therein."

   (3) By deleting the last three sentences of Plan Section
6.08 and inserting in lieu thereof the following (effective
May 9, 1995):




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FORM 10-K                                      Page 206

Exhibit 4.9(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."

   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