EXHIBIT 2.2(b)

                              COMMERCIAL AGREEMENT


The Purpose of this Agreement by and between Compania Industrial de Parras, S.A.
de C.V. ("Parras") and Cone Mills Corporation ("Cone") is to (i) terminate and
supersede the prior Commercial Agreement dated as of June 25, 1993, and (ii) to
set forth the terms under which products produced by Parras Cone de Mexico, S.A.
de C.V. ("JV") will be sold and distributed.

Based on the above, Parras, Cone and JV agree as follows:

1.       Parras, Cone, and JV release each other from any and all claims in
         connection with the Commercial Agreement entered into between the
         parties dated as of June 25, 1993. Parras and Cone will sell their
         respective products unrestrictedly worldwide.

2.       Except as provided for in paragraphs 3 and 6 below, Cone shall be the
         exclusive seller and distributor of JV products. In consideration for
         the marketing rights for the JV, Cone will pay Parras a marketing
         rights fee of 3.5% (three and one-half percent) of the net customer
         sales of JV product. This payment will be payable on a monthly basis
         the 25th day of the second month following the month the calculation is
         based upon.

3.       In the event of an expansion of the JV beyond its present capacity,
         Parras and Cone will modify this commercial agreement to address the
         additional capacities available for sale. At such time up to 50% of
         such expansion will be made available to Parras for its strategic
         customers.

4.       In situations that Cone invoices the customer, the price that the JV
         invoices Cone will be the estimated customer selling price for that
         style for the quarter less a service fee of 12% (twelve percent). In
         consideration of differential borrowing rates between the U.S. and
         Mexico, the JV will invoice Cone on 50-day terms with a discount in the
         selling price equivalent to 15 days interest at 8% (eight percent).
         Said service fee will cover all expenses such as selling costs, the
         marketing rights fee, product improvement, logistics, production
         programming, etc. Each quarter Cone shall submit a schedule to the JV
         showing actual prices. Any adjustment of the actual billings from JV to
         Cone will be made 45 days following the end of the quarter with a debit
         or credit memo to be issued by the JV for the difference between
         estimated customer selling prices and actual prices. Parras shall be
         entitled at any time to review and/or audit sales of JV products
         effected through Cone. For purposes of this paragraph net sales shall
         be after deductions of amounts representing: credits by JV for returned
         or defective merchandise; allowances to customers, trade and other
         discounts; sales, excise, value added and similar taxes levied upon
         sales.

5.       In situations that the JV bills the actual customer due to value added
         tax considerations, Cone will be paid by JV a service fee of 12%
         (twelve percent) of the net sales of JV for such customers. Said
         service fee will cover all expenses such as selling costs, the
         marketing rights fee, product improvement, logistics, production
         programming, etc. The payment of the service fee by the JV will be
         payable on a monthly


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         basis the 25th day of the second month following the month the
         calculation is based upon. For purposes of this paragraph net sales
         shall be after deductions of amounts representing: credits by JV for
         returned or defective merchandise; allowances to customers, trade and
         other discounts; sales, excise, value added and similar taxes levied
         upon sales. Cone will be responsible for credit losses to these
         customers.

6.       From time to time due to imbalances in the marketplace vis a vis Cone's
         traditional customer base versus Parras' traditional customer base,
         Cone may offer a portion of the production from the JV to Parras. In
         such situation the JV will invoice goods to Parras in accordance with
         paragraph 4 except that Parras will be responsible for credit losses to
         these customers. Cone will not include such sales by Parras in the
         calculation of the marketing rights fee for that period.

7.       Any dispute relating to this agreement shall be finally settled by
         arbitration under the Rules of Arbitration of the International Chamber
         of Commerce in effect on the date hereof. This agreement shall be
         arbitrated in and governed and construed in accordance with the laws of
         the state of New York.

8.       Parras and Cone agree to honor each other's trademarks and trade names
         and grant to JV a non-exclusive non-assignable right to use the Parras
         and Cone names as a composite.

9.       Unless earlier terminated by mutual consent, this Agreement shall be
         reviewed upon the second (2d) anniversary of the date hereof, and any
         changes will be mutually agreed by the parties.

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IN WITNESS WHEREOF, the parties have caused their duly appointed representatives
to execute this Agreement effective as of July 1, 1999.

COMPANIA INDUSTRIAL DE PARRAS, S.A. DE C.V.
By:  /s/ Rodolfo Garcia Muriel
  Name:   Rodolfo Garcia Muriel
  Title:  Ing.Financial Officer

PARRAS CONE DE MEXICO, S.A. DE C.V.
By:  /s/ Ernesto Lappe
  Name:   Ernesto Lappe
  Title:  Operations Director

CONE MILLS CORPORATION
By:  /s/ Gary L. Smith
  Name:   Gary L. Smith
  Title:  Executive Vice President and Chief Financial Officer


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