FORM 10-K                                    Page 221

Exhibit 10.2

                 CONE MILLS CORPORATION SERP

         (As Amended and Restated December 5, 1995)


                          RECITALS

     WHEREAS, Cone Mills Corporation (the "Corporation") has
heretofore adopted the Employees' Retirement Plan of Cone
Mills Corporation (the "Basic Plan"); and

     WHEREAS, effective from and after January 1, 1989,
Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended (the "Code"), limits the annual compensation that may
be taken into account under the Basic Plan for each employee
(such limitation, as in effect from and after January 1, 1989,
to the date hereof and as hereafter modified or amended from
time to time, is hereinafter referred to as the "Compensation
Limitation"); and

     WHEREAS, by plan document dated as of February 23, 1989,
the Corporation adopted the Cone Mills Corporation SERP (the
"Plan") so that certain executives of Cone Mills Corporation
retiring under the Basic Plan (and their beneficiaries) would
receive retirement benefits under the Plan that, when
aggregated with the retirement benefits payable under the
Basic Plan, would equal those benefits that would have been
payable under the Basic Plan if the Compensation Limitation
did not apply to the Basic Plan; and

     WHEREAS, on December 5, 1995, the Board of Directors of
the Corporation approved an amendment to the Plan pursuant to
which executives who terminate employment on or after January
1, 1996, with ten or more Years of Service under the Basic
Plan but who do not qualify for Retirement under Section 4
thereof will be eligible to participate in the Plan; and

     WHEREAS, the Corporation desires to amend and restate the
Plan as of December 5, 1995;

     NOW, THEREFORE, the Corporation hereby adopts this
Amended and Restated SERP, the terms and conditions of which
are as follows:

     1.   Name of Plan.  As amended and restated herein, the
Plan shall continue to be known as the Cone Mills Corporation
SERP.



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FORM 10-K                                    Page 222

Exhibit 10.2   (continued)

     2.   Purpose of Plan.  The purpose of this Plan is to
provide the participants herein with retirement benefits that,
when aggregated with the retirement benefits payable under the
Basic Plan, will provide total benefits equal to those that
would be payable under the Basic Plan if the Compensation
Limitation did not apply to the Basic Plan.  The Plan is
intended to be a plan which is unfunded and maintained
primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated
employees and, as such, exempt from the participation and
vesting, funding, and fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), by reason of Sections 201(2), 301(a)(3),
and 401(a)(1) thereof.

     3.   Definitions.  All capitalized terms used herein that
are defined in the Basic Plan and not otherwise defined herein
shall have the meaning specified in the Basic Plan, except
that, for purposes of this Plan, Offset Value (as defined in
the Basic Plan) shall be disregarded in determining a Member's
Accrued Benefit under the Basic Plan, and Beneficiary shall
include a Member's Spouse if the Spouse is entitled to receive
benefits pursuant to Section 8 of the Basic Plan after the
Member's death.

     4.   Participation.  Subject to paragraph 7 below, if any
Member of the Basic Plan has retired or shall retire from any
of the Companies in accordance with Section 4 of the Basic
Plan or shall die while an active Member in the Basic Plan or
shall otherwise terminate employment after completing 10 or
more Years of Service but without qualifying for Retirement
under Section 4 of the Basic Plan, and if the Compensation
Limitation reduces the benefits otherwise payable under the
Basic Plan to such Member and/or his Beneficiary (determined
without regard to any limitations imposed by Section 415 of
the Code), such Member and/or his Beneficiary shall be
entitled to participate in this Plan.  No Member or his
Beneficiary shall be entitled to benefits hereunder unless
such Member (a) has retired and qualified for Normal
Retirement, Early Retirement, or Postponed Retirement under
Section 4 of the Basic Plan or (b) has died while an active
Member in the Basic Plan and qualified for death benefits
under Section 8 thereof or (c) has otherwise terminated
employment on or after January 1, 1996, with 10 or more Years
of Service but without qualifying for Retirement under Section
4 of the Basic Plan.




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FORM 10-K                                    Page 223

Exhibit 10.2   (continued)


     5.   SERP Benefit.  Any Member who is entitled to
participate in this Plan in accordance with paragraph 4 above,
and the Beneficiary of any such Member, shall be entitled to
a monthly benefit, payable by the Corporation, at the same
time and in the same manner as the monthly benefit payable to
such Member or his Beneficiary under the Basic Plan, in an
amount equal to the excess of:

       (a)  The amount of the monthly benefit (determined
  without regard to any limitations imposed by Section 415 of
  the Code) that would be payable to such Member or his
  Beneficiary under the Basic Plan if the Compensation
  Limitation did not apply to the Basic Plan (except that
  Section 7.04 of the Basic Plan shall be disregarded in
  determining the amount of the monthly benefit that would be
  payable to the Member or his Beneficiary); over

       (b)  The amount of the monthly benefit that would be
  payable to such Member or his Beneficiary under the Basic
  Plan after applying the Compensation Limitation and after
  giving effect to Section 7.04 of the Basic Plan (but without
  regard to any limitations imposed by Section 415 of the
  Code).

In the case of a death benefit under the Basic Plan that is
converted to a lump sum payment, the excess benefit payable to
the Beneficiary under this Plan shall be a lump sum payment
determined by applying the Basic Plan rules and calculating a
lump sum death benefit under the Basic Plan as if the
Compensation Limitation did not apply (and without regard to
any limitations imposed by Section 415 of the Code) and
subtracting therefrom the amount of the lump sum death benefit
that would be payable under the Basic Plan after applying the
Compensation Limitation (but without regard to any limitations
imposed by Section 415 of the Code).

  6.   Determinations by Corporation.  Any determination in
good faith by the Corporation, including any determination by
the Pension Committee under the Basic Plan, as to the amount
of benefits payable hereunder to any Member or Beneficiary
shall be final and binding for purposes of this Plan.

  7.   Forfeiture of Benefits.

       (a)  If a Member's employment with any of the Companies
is terminated for cause or if he is retired for cause, then
neither the Member nor his Beneficiary shall be entitled to


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FORM 10-K                                      Page 224

Exhibit 10.2   (continued)

receive benefits under this Plan.  For purposes of this
paragraph 7(a), termination for cause shall mean (i)
termination due to the Member's committing fraud,
misappropriation or embezzlement in the performance of his
duties as an employee or (ii) termination due to the Member's
committing any felony for which he is convicted and which, as
determined in good faith by the Board of Directors of the
Corporation, constitutes a crime involving moral turpitude and
results in material harm to the Corporation.

       (b)  If at any time while benefits are payable under
this Plan, a Member entitled to such benefits shall, directly
or indirectly, own any interest in, manage, operate, control,
be employed by, render advisory services to, represent, or
participate in or be connected with the management or control
of, any business which is then in competition with the
Corporation or any of its subsidiaries, the Corporation shall
have the right to terminate payment of any benefits that would
otherwise be payable hereunder to such Member or his
Beneficiary from and after the date of such Member's violation
of the conditions of this paragraph 7(b); provided, however,
that any Member may own, directly or indirectly, solely as an
investment, securities of any corporation traded on a national
securities exchange if such Member is not a controlling person
of, or a member of a group which controls, such corporation,
does not, directly or indirectly, own more than one percent of
any class of securities of such corporation and does not
otherwise violate the conditions of this paragraph 7(b).  The
Board of Directors may waive in writing the Corporation's
right to terminate payment of benefits under this Plan in the
event of a violation of this paragraph 7(b).

  8.   Termination.

       (a)  The Corporation reserves the right to terminate
this Plan at any time; provided, however, that in the event of
termination, each Member who had theretofore retired under
Section 4 of the Basic Plan or who had died while an active
Member in the Plan or who had otherwise terminated employment
with 10 or more Years of Service, and the Beneficiary of each
such Member, shall receive the benefits provided hereunder and
provided further that each Member who is then eligible for
Early Retirement, Normal Retirement or Postponed Retirement
under Section 4 of the Basic Plan or who has then completed 10
or more Years of Service shall have an accrued benefit under
this Plan equal to the excess of:




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FORM 10-K                                      Page 225

Exhibit 10.2   (continued)

       (i)  The amount that his Accrued Benefit under the
  Basic Plan (determined without regard to any limitations
  imposed by Section 415 of the Code) would have been if he
  had actually retired or, if not eligible for Retirement,
  voluntarily terminated employment on the date of termination
  of this Plan and if the Compensation Limitation did not
  apply to the Basic Plan; over

      (ii)  The amount that his Accrued Benefit under the
  Basic Plan would have been, after applying the Compensation
  Limitation (but without regard to any limitations imposed by
  Section 415 of the Code), if he had actually retired or, if
  not eligible for Retirement, voluntarily terminated
  employment on the date of termination of this Plan.

The accrued benefit of each such Member under this Plan (or
the Actuarial Equivalent thereof) shall be payable by the
Corporation to the Member and/or his Beneficiary at the same
time, in the same manner, and at the same rate or percentage
as the retirement benefit payable to such Member or his
Beneficiary under the Basic Plan.  The accrued benefit of a
Member under this Plan upon its termination shall be
determined by independent actuaries retained by the
Corporation.

       (b)  This Plan shall automatically terminate upon any
termination of the Basic Plan and the provisions of paragraph
8(a) above shall apply; provided, however, that if amounts
paid to any Member or his Beneficiary under the Basic Plan and
the Corporation's 1983 ESOP are less than the Accrued Benefit
(or Actuarial Equivalent thereof) of the Member under the
Basic Plan, then any amounts otherwise payable in accordance
with paragraph 8(a) above to any Member and/or his Beneficiary
under this Plan shall be paid in the same proportion as the
benefits payable under the Basic Plan and the Corporation's
1983 ESOP to such Member or Beneficiary bear to the Accrued
Benefit (or Actuarial Equivalent thereof) of the Member or
Beneficiary under the Basic Plan.

       (c)  Members of the Basic Plan on the date of
termination of this Plan or the Basic Plan who are not then
eligible for Early Retirement, Normal Retirement or Postponed
Retirement under Section 4 of the Basic Plan or who have not
then completed 10 or more Years of Service shall have no
accrued benefit under this Plan, and the Corporation shall
have no obligation hereunder to such Members or their
Beneficiaries.



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FORM 10-K                                      Page 226

Exhibit 10.2   (continued)


  9.   No Funding of Plan.  This Plan shall be "unfunded"
within the meaning of ERISA.  All benefits payable hereunder
shall be paid by the Corporation out of its general assets. 
To the extent that any Member or Beneficiary acquires the
right to receive payments from the Corporation hereunder, such
right shall be no greater than the right of any unsecured
general creditor of the Corporation.  The Corporation shall
have no obligation to establish any fund or to purchase any
annuity or other contract to provide the amounts payable
hereunder, and, except as otherwise expressly provided by
written instrument, if any such fund is established or any
such contract purchased, it shall be the sole property of the
Corporation and no Member or Beneficiary shall have any rights
therein.

  10.  No Assignment.  No right or benefit under this Plan
shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance, or charge by any Member or
his Beneficiary, and any attempt to anticipate, alienate,
sell, assign, pledge, encumber, or charge any right or benefit
under this Plan shall be void.

  11.  Binding Effect.  This Plan shall constitute a binding
obligation of the Corporation and its successors and assigns
to each Member and Beneficiary entitled to benefits in
accordance with the terms and conditions hereof.  As used
herein, the term "successor" shall include any person, firm,
corporation or other business entity that, whether by merger,
purchase or otherwise, acquires all or substantially all of
the assets or business of the Corporation.  This Plan has been
adopted by the Corporation in consideration of past and
anticipated future services of its employees.

  12.  Construction.  This Plan shall be governed by and
construed in accordance with the laws and judicial decisions
of the State of North Carolina.  As used herein, the masculine
gender shall include the feminine, as appropriate.

  13.  Coordination.  This Plan shall be coordinated with the
Excess Benefit Plan of Cone Mills Corporation so that the
total retirement benefits payable to a participant in the
Basic Plan, the Excess Benefit Plan and this Plan equal the
benefits that would have been payable to such participant
under the Basic Plan if neither the Compensation Limitation
nor any limitations imposed by Section 415 of the Code applied
to the Basic Plan and if Section 7.04 of the Basic Plan were
disregarded.


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FORM 10-K                                      Page 227

Exhibit 10.2   (continued)



  IN WITNESS WHEREOF, the Corporation has caused this Plan to
be executed as of December 5, 1995.


                      CONE MILLS CORPORATION


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