FORM 10-K                                    Page 199

Exhibit 4.8(b)

           SECOND AMENDMENT TO THE 401(K) PROGRAM

                             OF

                   CONE MILLS CORPORATION

         (As Amended and Restated December 1, 1994)



     SECOND AMENDMENT, dated December 5, 1995, to The 401(k)
Program of Cone Mills Corporation, As Amended and Restated
December 1, 1994 (the "Plan").

                          RECITALS

     A.   The Plan presently provides that any act required or
permitted to be taken by Cone shall be taken by the Board of
Directors.  For clarification and to facilitate plan
administration, the Board of Directors desires to amend the
Plan to provide that, in general, any action required or
permitted to be taken by Cone under the Plan shall be taken by
the Board of Directors, the Executive Committee of the Board
of Directors or a committee appointed by the Board of
Directors pursuant to Plan Section 8.06 to which the authority
to take such action has been granted.

     B.   The Internal Revenue Code of 1986, as amended, and
the Regulations thereunder impose certain limitations on when
distributions may be made from the Plan.  The Board of
Directors desires to amend the Plan to ensure compliance with
such limitations and to clarify the circumstances under which
a distribution from the Plan is permitted.

     C.   The Board of Directors also desires to clarify
certain other provisions of the Plan and thereby to facilitate
plan administration.

     NOW, THEREFORE, the Plan be and hereby is amended,
effective January 1, 1995, as follows:

     (1)  By adding the following sentence to Plan Section
1.10(b):  "Any period of unpaid leave under The Family and
Medical Leave Act of 1993 shall not be treated as or counted
toward a Break in Service for purposes of vesting and
eligibility to participate in the Plan."

     (2)  By deleting Plan Section 1.16 in its entirety and
inserting in lieu thereof the following:

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FORM 10-K                                    Page 200

Exhibit 4.8(b)  (continued)

          "Cone means Cone Mills Corporation, a
          North Carolina corporation, the Plan
          sponsor.  Any action required or
          permitted to be taken by Cone under or
          pursuant to the Plan shall be taken by
          the Board of Directors, the Executive
          Committee of the Board of Directors or a
          committee appointed by the Board of
          Directors pursuant to Plan Section 8.06
          to which the authority to take such
          action has been granted; provided,
          however, that only the Board of Directors
          may amend or terminate the Plan."

     (3)  By deleting the first sentence of Plan Section 1.28
and inserting in lieu thereof the following:  "Employee is an
individual who renders personal services for an Employer or an
Affiliate and who is classified as an employee by the Employer
or Affiliate."

     (4)  By adding a new sentence as the next-to-last
sentence of Plan Section 1.46, so that the last three
sentences thereof read as follows:

          "An Employee's Severance from Service
          Date may be postponed by the Advisory
          Committee under established policy
          uniformly applied in similar situations. 
          Without limiting the circumstances under
          which the Advisory Committee may postpone
          an Employee's Severance from Service
          Date, the Advisory Committee may postpone
          an Employee's Severance from Service Date
          to ensure that there has been a
          "separation from service" within the
          meaning of Code Section
          401(k)(2)(B)(i)(I).  For purposes of this
          Plan, an Employee has a Severance from
          Service on his Severance from Service
          Date."

     (5)  By deleting Plan Section 3.02(a) in its entirety and
inserting in lieu thereof the following:

          (a)  The Employer shall contribute
               respectively to the EEP and the
               EEP-Hourly as of the end of
               each calendar quarter an amount
               

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FORM 10-K                                    Page 201

Exhibit 4.8(b)   (continued)

               equal to 50% of the EEP CODA Contributions
               made on behalf of Members of each Plan for
               such calendar quarter.  The Employer shall
               contribute respectively to the SRP and
               SRP-Hourly for each calendar quarter an amount
               equal to 25% of the SRP CODA Contributions
               made on behalf of Members of each Plan for
               such calendar quarter; however, CODA
               Contributions made on behalf of any Member in
               excess of 6% of his Compensation for the
               calendar quarter shall not be taken into
               account in determining the Cone Contribution. 
               If the total CODA Contributions made on behalf
               of any Member exceeds 6% of his Compensation,
               then the 6% of Compensation limitation will be
               divided between the EEP and SRP in the same
               proportion as the Member elects to divide the
               CODA Contributions made on his behalf."

   (6)   By deleting Plan Section 3.04(b)(1) in its entirety
and inserting in lieu thereof the following:

      "(1)  Actual Deferral Percentage (ADP) means the
   percentage determined by dividing the sum of CODA
   Contributions made on behalf of a Member which are
   allocated to his Account for the Plan Year by his
   Compensation for the Plan Year (or for the portion
   thereof during which he was eligible to participate in
   the Plan).  The ADP of an Eligible Employee who does not
   elect to have CODA Contributions made on his behalf is
   0."

   (7)   By deleting Plan Section 3.05(b)(1) in its entirety
and inserting in lieu thereof the following:

      "(1)  Actual Contributions Percentage (ACP) means the
   percentage determined by dividing the sum of Cone
   Contributions made on behalf of a Member which are
   allocated to his Account for the Plan Year by his
   Compensation for the Plan Year (or for the portion
   thereof during which he was eligible to participate in
   the Plan).  The ACP of an Eligible Employee who does not
   elect to have Cone Contributions made on his behalf is
   0."

   (8)   By adding a new Plan Section 6.05(g) to read as
   follows:



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FORM 10-K                                        Page 202

Exhibit 4.8(b)   (continued)

      "(g)  Distributions pursuant to this Section 6.05
            are permitted only upon death, disability or
            a Severance from Service that constitutes a
            "separation from service" within the meaning
            of Code Section 401(k)(2)(B)(i)(I), except
            that distributions pursuant to this Section
            6.05 may also be made upon the occurrence of
            any of the following events:

            (i) Termination of the Plan by Cone
                without establishment or
                maintenance of another defined
                contribution plan (other than an
                employee stock ownership plan as
                defined in Code Section
                4975(e)(7));

            (ii)   The disposition by Cone of
                   substantially all of the assets
                   (within the meaning of Code Section
                   409(d)(2)) used by Cone in a trade
                   or business, but only with respect
                   to an employee who continues
                   employment with the corporation
                   acquiring such assets; and

            (iii)  The disposition by Cone of its
                   interest in a subsidiary (within
                   the meaning of Code Section
                   409(d)(3)), but only with respect
                   to an employee who continues
                   employment with such subsidiary;

            provided that any such distribution
            constitutes a "lump sum distribution" within
            the meaning of Code Section 402(d)(4)
            (without regard to clauses (i), (ii), (iii),
            and (iv) of subparagraph (A), subparagraph
            (B), or subparagraph (F) thereof) and, in
            the case of the events described in clauses
            (ii) and (iii) above, provided that Cone
            continues to maintain the Plan after the
            disposition."

   (9)   By deleting Plan Section 8.01(a) in its entirety and
inserting in lieu thereof the following:




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FORM 10-K                                        Page 203

Exhibit 4.8(b)   (continued)



   "(a)  Plan Fiduciaries are Cone, each Trustee or
         co-Trustee, the Advisory Committee and any other
         Committee appointed pursuant to Plan Section 8.06. 
         Each Fiduciary shall have only those powers,
         duties, responsibilities and obligations that are
         specifically assigned under the Plan or Trust
         Agreement.  A Fiduciary may serve in more than one
         capacity with respect to the Plan.  Cone shall
         appoint the Advisory Committee and any Trustee or
         successor Trustees or co-Trustees and any other
         Fiduciaries."

   IN WITNESS WHEREOF, this Second Amendment, having been
approved by the Board of Directors of Cone Mills Corporation
at a meeting duly held on December 5, 1995, is signed by the
Vice President and Secretary of the Corporation on the 5th day
of December, 1995.



                      CONE MILLS CORPORATION


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