FORM 10-K                                                                Page 42

Exhibit 10.8(a)

                             CONE MILLS CORPORATION

                       NONQUALIFIED STOCK OPTION AGREEMENT


           THIS AGREEMENT, dated as of the 9th day of November, 1994 between
Cone Mills Corporation, a North Carolina corporation having its principal office
at 1201 Maple Street, Greensboro, North Carolina (hereinafter called the
"Company"), and (management name), a key management employee of the Company
(hereinafter called the OPTION Holder").

                                   WITNESSETH:

           WHEREAS, the Board of Directors of the Company has adopted, and the
shareholders have approved, the 1992 Stock Option Plan, a copy of which is
annexed hereto as Exhibit A (hereinafter called the "Plan"); and

           WHEREAS, the Company recognizes the value to it of the services of
the Option Holder as a key management employee and is desirous of furnishing him
or her with added incentive and inducement to contribute to the success of the
Company; and

           WHEREAS, on November 9, 1994 pursuant to the provisions of the Plan,
the Compensation Committee, which is the stock option committee as designated by
the Board of Directors of the Company, (a) granted to the Option Holder,
pursuant to Article III of the Plan, an option in respect of the number of
shares hereinbelow set forth, (b) designated the option a Nonqualified Stock
Option, (c) fixed and determined the option price hereinbelow set forth, and (d)
approved the form of this Agreement:

           NOW, THEREFORE, in consideration of the mutual promises and
representations herein contained and other good and valuable consideration, it
is agreed by and between the parties hereto as follows:

1.       Subject to the Plan, the terms and provisions of which are incorporated
         herein by reference, the Company hereby grants to the Option Holder a
         Nonqualified Stock Option to purchase, on the terms and subject to the
         conditions hereinafter set forth, all or any part of an aggregate of
         (number of shares) shares of the Common Stock ($0.10 par value) of
         the Company at the purchase price of $12.00 per share (the "Option"),
         exercisable in the


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FORM 10-K                                                                Page 43

Exhibit 10.8(a)  (continued)

         amounts and at the times set forth in this paragraph 1. Unless sooner
         terminated as provided in Section 6(f) of Article I of the Plan or in
         this Agreement, the Option shall terminate, and all rights of the
         Option Holder hereunder shall expire, on November 8, 2004. In no event
         may the Option be exercised after November 8, 2004.

         The Option may be exercised as follows:
                  (a)      up to (sharesa) shares (20% of the total shares
                           subject to the Option) at any time after May 9, 1995
                           and prior to termination of the Option;
                  (b)      up to (sharesb) shares (40% of the total shares
                           subject to the Option), less any shares previously
                           purchased pursuant to the Option, at any time after
                           May 9, 1996 and prior to termination of the Option;
                  (c)      up to (sharesc) shares (60% of the total shares
                           subject to the Option), less any shares previously
                           purchased pursuant to the Option, at any time after
                           May 9, 1997 and prior to termination of the Option;
                  (d)      up to (sharesd) (80% of the total shares subject
                           to the Option), less any shares previously purchased
                           pursuant to the Option, at any time after May 9, 1998
                           and prior to termination of the Option;
                  (e)      up to (sharese) (100% of the total shares
                           subject to the Option), less any shares previously
                           purchased pursuant to the Option, at any time after
                           May 9, 1999 and prior to termination of the Option;

         provided, however, that not less than one hundred shares may be
         purchased at any one time unless the number purchased is the total
         number that may be purchased under the Option at that time; and further
         provided, that no more than fifty percent (50%) of the shares granted
         pursuant to this Option may be exercised in any one calendar year.

2.       Subject to Section 6 of this Agreement, the option or any part thereof
         may, to the extent that it is exercisable, be exercised in the manner
         provided in Section 6(c) of Article I of the Plan. Payment of the
         aggregate option price for the number of shares purchased shall be made
         in the manner provided in Section 6(d) of Article I of the Plan.



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FORM 10-K                                                                Page 44

Exhibit 10.8(a)  (continued)

3.       The Option or any part thereof may be exercised during the lifetime of
         the Option Holder only by the Option Holder and, except as provided in
         Section 6(f) of Article I of the Plan, may be exercised only while the
         Option Holder is in the employ of the Company.

4.       Except as provided in Section 6(e) and 6(f) of Article I of the Plan
         with respect to transfers upon the death of the Option Holder, the
         Option shall not be transferred, assigned, pledged or hypothecated in
         any way, whether by operation of law or otherwise. Upon any attempt to
         transfer, assign, pledge, hypothecate or otherwise dispose of the
         Option or any right of privilege confirmed hereby contrary to the
         provisions hereof, the Option and the rights and privileges confirmed
         hereby shall immediately become null and void.

5.       If the Corporation shall be a party to any merger of consolidation in
         which it is not the surviving corporation or pursuant to which the
         shareholders of the Corporation exchange their Common Stock or if the
         Corporation shall dissolve or liquidate or sell all or substantially
         all of its assets, all options outstanding under this Plan shall
         terminate on the effective date of such merger, consolidation,
         dissolution, liquidation or sale; provided, however, that the Board of
         Directors, in its discretion, may prior to such effective date,
         accelerate the time at which any outstanding option may be exercised,
         may authorize a payment to each optionee that approximates the economic
         benefit that the optionee would realize if the option were exercised
         immediately before such effective date, may authorize a payment in such
         other amount as it deems appropriate to compensate each optionee for
         the termination of this option, or may arrange for the granting of a
         substitute option to each optionee.

6.       The Option Holder acknowledges that, upon exercise of the option, he or
         she will recognize ordinary income for federal and state income tax
         purposes (generally in an amount equal to the difference between the
         fair market value of the purchased shares on the date of exercise and
         the option price therefor) and the Company will be entitled to a
         corresponding deduction and that, consequently, no exercise of the
         option will be effective until he or she has paid, or made arrangements
         for payment, to the Company an amount equal to the income and other
         taxes that the Company is required to withhold from the Option Holder
         as a result of his or her exercise of the option.


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FORM 10-K                                                                Page 45

Exhibit 10.8(a)  (continued)

7.       Any notice to be given to the Company shall be addressed to the
         Secretary of the Company at 1201 Maple Street, Greensboro, North
         Carolina 27405.

8.       Nothing herein contained shall affect the right of the Option Holder to
         participate in and receive benefits under and in accordance with the
         provisions of any pensions, insurance or other benefit plan or program
         of the Company as in effect from time to time and for which he or she
         is eligible.

9.       Nothing herein contained shall affect the right of the Company, subject
         to the terms of any existing contractual arrangement to the contrary,
         to terminate the Option Holder's employment at any time for any reason
         whatsoever.

10.      This Agreement shall be binding upon and inure to the benefit of the
         Option Holder, his or her personal representatives, heirs and legatees,
         but neither this Agreement nor any rights hereunder shall be assignable
         or otherwise transferable by the Option Holder except as expressly set
         forth in this Agreement or in the Plan.

11.      Other terms and conditions:

         The Tax Reimbursement Provisions of Article III, Paragraph 1 of the
         Cone Mills Corporation 1992 Stock Option Plan are applicable to the
         option granted and described herein.

                                          CONE MILLS CORPORATION

                                          By
                                            Terry L. Weatherford, Secretary


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