Page 44

Exhibit 10.8(c)

                             CONE MILLS CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT


Agreement,  dated November 10, 1997, by and between Cone Mills  Corporation  and
FIELD  (MANAGEMENT  NAME), a key management  employee of Cone Mills  Corporation
("Grantee").

1.   Plan

     Pursuant to the Cone Mills Corporation Amended and Restated 1992 Stock Plan
     (the "Plan"), the Grantee is hereby awarded restricted stock. Terms defined
     in the Plan are used in this Agreement as defined in the Plan.

2.   Award of Restricted Stock

     The Company hereby grants to the Grantee a total of FIELD (rsshares) shares
     of  Restricted  Stock.  The  shares of  Restricted  Stock  subject  to this
     Agreement  shall be issued  to the  Grantee  pursuant  to the Plan upon the
     following terms and conditions:

     2.1  The restriction  period shall expire for the respective  shares as set
          forth below, or if earlier, upon the Grantee's death or disability (as
          defined under the then established policies of the Company).

          _____________   shares on November 9, 2000
          _____________   shares on November 9, 2001
          _____________   shares on November 9, 2002

     2.2  Shares of Restricted Stock are forfeitable if the Grantee ceases to be
          an  employee  of  Cone  Mills  Corporation   before  the  end  of  the
          restriction period for any reason other than death or disability.

     2.3  Prior to the end of the  restriction  period and prior to  forfeiture,
          the  Grantee  shall have all rights of a  shareholder,  including  the
          right to receive  dividends paid on the shares of Restricted Stock and
          the right to vote the shares.

     2.4  Certificates  issued  for  the  shares  of  Restricted  Stock  will be
          registered  in the name of the  Grantee but will be  deposited  with a
          duly endorsed stock power with the Secretary of Cone Mills Corporation


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                                                                         Page 45

Exhibit 10.8(c)   (continued)

          to be held until the restriction period has lapsed.  Certificates will
          bear a restrictive legend referencing restrictions and conditions.

     2.5  When the restriction period has lapsed,  new certificates  without the
          restrictive legend will be issued.

     2.6  During the restriction  period,  shares of Restricted Stock may not be
          sold,  assigned,  transferred,  pledged or otherwise encumbered by the
          Grantee.

     2.7  The Grantee is responsible for payment of all federal, state and local
          income  taxes  for  which he may be liable as a result of the grant of
          Restricted Stock.

     2.8  This  Agreement  is subject to the terms and  conditions  of the Plan,
          which are incorporated herein by reference and made a part hereof, but
          the terms of the Plan shall not be  considered an  enlargement  of any
          benefits under this Agreement.

     2.9  If the Corporation  shall be a party to any merger or 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 unvested  Restricted Stock  outstanding  under
          this Agreement  shall  terminate on the effective date of such merger,
          consolidation,  dissolution,  liquidation or sale; provided,  however,
          that the  Committee  in its  discretion,  may prior to such  effective
          date,  accelerate the time at which any stock  restrictions may lapse,
          may authorize a payment to each grantee that approximates the economic
          benefit  that the  grantee  would  realize  if the  stock  was  vested
          immediately  before such  effective  date,  may authorize a payment in
          such other amount as it deems  appropriate to compensate  each grantee
          for the termination of the grant, or may arrange for the granting of a
          substitute grant to each grantee.

3.   Grantee Bound by Plan

     The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to
     be bound by all the terms and provisions thereof.


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                                                                         Page 46

Exhibit 10.8(c)   (continued)


IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be signed on its
behalf as of the 10th day of November, 1997.

CONE MILLS CORPORATION

By:
      _________________________________________
                  Terry L. Weatherford
              Vice President and Secretary

Accepted and agreed to as of the  __ day of November, 1997.


___________________________________________________________________
                  (Grantee's signature)

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                                                                         Page 47

Exhibit 10.8(c)   (continued)


                             CONE MILLS CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT

                             Beneficiary Designation

I designate  such of the following as survive me as  Beneficiary  to receive any
shares of Restricted Stock due me under the Cone Mills  Corporation  Amended and
Restated 1992 Stock Plan following my death. If any named Beneficiary shall fail
to survive  me, his or her share  shall be divided  pro rata among  those who do
survive, in proportion to his or her respective shares.

         Name                Relation                             Shares
         ----                --------                             ------

_____________________        ________________________          ___________%

_____________________        ________________________          ___________%

_____________________        ________________________          ___________%

In the event none of the  above-named  shall survive me, I designate such of the
following as survive me as Beneficiary, in the same fashion as set forth above.

         Name                Relation                             Shares
         ----                --------                             ------

_____________________        ________________________          ___________%

_____________________        ________________________          ___________%

_____________________        ________________________          ___________%


ATTEST:

By:  _____________________________                ______________________________
         (Authorized Signature)                     (Participant's  signature)

CONE MILLS CORPORATION

Date: _______________________