Page 41

Exhibit 10.1(e)


                             FIFTH AMENDMENT TO THE

                           EMPLOYEES' RETIREMENT PLAN

                                       OF

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



     FIFTH AMENDMENT,  dated December 4, 1997, to the Employees' Retirement Plan
of Cone  Mills  Corporation,  As  Amended  and  Restated  December  1, 1994 (the
"Plan").

                                     RECITAL

     Under the terms of the Plan as presently in effect, if the present value of
a Member's vested accrued benefit does not exceed $3,500,  then upon termination
of the Member's  participation  in the Plan, the vested  accrued  benefit may be
"cashed out" without the consent of the Member and, if  applicable,  without the
consent of the Member's spouse.  Under the Taxpayer Relief Act of 1997, the Plan
may increase the limit on involuntary  cash outs from $3,500 to $5,000,  and the
Board  of  Directors  desires  to have the new  limit  apply  to  Members  whose
participation in the Plan terminates on or after January 1, 1998.

     NOW,  THEREFORE,  the Plan shall be amended,  effective January 1, 1998, as
follows:

     (1) By deleting Plan Section  5.06(d) in its entirety and inserting in lieu
thereof the following:

     "(d) Notwithstanding the foregoing:

          (1)  With  respect to a Member  whose  Severance  from Service Date is
               before  January  1,  1998,  if the  present  value of the  vested
               portion of his Accrued  Benefit,  determined in  accordance  with
               Plan  Sections  1.03 and 7.02(a),  does not exceed  $3,500,  that
               present value will be  distributed to the Member in a single lump
               sum  payment and no spousal  consent  shall be  required.  If the
               amount  distributable under this paragraph (d)(1) exceeds $3,500,
               a single sum payment shall not be made.



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                                                                         Page 42

Exhibit 10.1(e)   (continued)

          (2)  With respect to a Member whose  Severance from Service Date is on
               or after  January 1,  1998,  if the  present  value of the vested
               portion of his Accrued  Benefit,  determined in  accordance  with
               Plan  Sections  1.03 and 7.02(a),  does not exceed  $5,000,  that
               present value will be  distributed to the Member in a single lump
               sum  payment and no spousal  consent  shall be  required.  If the
               amount  distributable under this paragraph (d)(2) exceeds $5,000,
               a single sum payment shall not be made."

     (2) By deleting  Plan  Sections  7.02(a) and 7.02(b) in their  entirety and
inserting in lieu thereof the following:

          "(a) (1)  With respect to a Member whose  Severance  from Service Date
                    is before  January  1,  1998,  if the  present  value of the
                    Member's   nonforfeitable   Accrued  Benefit  determined  in
                    accordance  with Plan Section  1.02 does not exceed  $3,500,
                    that present  value shall be payable in a single sum as soon
                    as practicable;

               (2)  With respect to a Member whose  Severance  from Service Date
                    is on or after  January 1, 1998, if the present value of the
                    Member's   nonforfeitable   Accrued  Benefit  determined  in
                    accordance  with Plan Section  1.02 does not exceed  $5,000,
                    that present  value shall be payable in a single sum as soon
                    as practicable;

           (b) (1)  With respect to a Member whose  Severance  from Service Date
                    is before  January  1,  1998,  if the  present  value of the
                    Member's   nonforfeitable   Accrued  Benefit  determined  in
                    accordance  with Plan Section 1.02 exceeds  $3,500,  payment
                    shall be made in accordance with paragraph (c);

               (2)  With respect to a Member whose  Severance  from Service Date
                    is on or after January 1, 1998, if the


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                                                                         Page 43

Exhibit 10.1(e)   (continued)

                    present value of the Member's nonforfeitable Accrued Benefit
                    determined  in  accordance  with Plan  Section  1.02 exceeds
                    $5,000,  payment shall be made in accordance  with paragraph
                    (c);"

     (3) By deleting the last paragraph of Plan Section  8.03(b) in its entirety
and inserting in lieu thereof the following:

          "Notwithstanding   the   foregoing,   if  the  present  value  of  the
          preretirement  spousal death benefit with respect to a Member who dies
          before becoming  eligible to receive a benefit under the Plan does not
          exceed  $3,500  ($5,000  in the case of a Member  who dies on or after
          January 1, 1998), his Spouse shall be entitled to receive such present
          value as soon as practicable."

     IN WITNESS WHEREOF,  this Fifth  Amendment,  having been duly authorized by
the Board of  Directors  of Cone  Mills  Corporation  at a meeting  duly held on
December  4,  1997,  is  signed  by the  Vice  President  and  Secretary  of the
Corporation on this 4th day of December, 1997.


                                    CONE MILLS CORPORATION


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