Exhibit 10.25.1


                       ELEVENTH AMENDMENT TO MASTER LEASE
                       ----------------------------------


         THIS ELEVENTH AMENDMENT TO MASTER LEASE, dated as of July 14, 2000
(this "Amendment"), is between ATLANTIC FINANCIAL GROUP, LTD., a Texas limited
partnership ("Lessor"), and CONE MILLS CORPORATION, a North Carolina corporation
("Lessee").

                                   BACKGROUND
                                   ----------

         1. Lessor (as assignee of TBC Realty II Corporation) and Lessee are
parties to that certain Master Lease, dated as of October 24, 1994 (as
heretofore amended, the "Lease").

         2. Lessee and Lessor desire to amend the Lease in certain respects as
set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         Section 1. The Lease is hereby amended to reflect a final maturity date
         of August 7, 2001.

         Section 2. The Lease is hereby amended by deleting the text of Section
         32(b)(xxii) thereof in its entirety and substituting for such text the
         words "[INTENTIONALLY DELETED]".

         Section 3. The Lease is hereby amended by deleting the text of Section
         32(c) thereof in its entirety and substituting for such text the
         following:

                           "(c) Incorporation by Reference of Negative Covenants
                  from Credit Agreement. Each of the provisions of Article X of
                  the Credit Agreement dated as of January 28, 2000, as amended
                  and as from time to time in effect, among Lessee, as borrower,
                  Bank of America, N.A., as agent and lender, and certain other
                  lenders party hereto, together with each of the definitions
                  used in said sections or in said definitions, is hereby
                  incorporated by reference herein as fully as if set forth in
                  full herein and shall be in full force and effect as if made
                  directly to Lessor."

         Section 4. The Lease as amended hereby, remains in full force and
         effect. Any reference to the Lease after the date hereof shall deemed
         to refer to the Lease as amended hereby, unless otherwise expressly
         stated. This Amendment shall be governed by and construed in accordance
         with, the laws of the State of North Carolina. This Amendment may be
         executed by the different parties hereto on separate counterparts, each
         of which shall
<PAGE>

         constitute an original, and all of which shall constitute one and the
         same agreement. The Lessee shall promptly pay, or reimburse the Lender
         for all costs and expenses, including without limitation, reasonable
         legal fees and expenses, incurred by the Lender in connection with this
         Amendment.








                         [SEE ATTACHED SIGNATURE PAGES]
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Amendment to
Master Lease to be executed by their respective duly authorized officers as of
the date first above written.


                                         ATLANTIC FINANCIAL GROUP, LTD.
                                         By: Atlantic Financial Managers,
                                                 its General Partner


                                         By:  Stephen S. Brookshire
                                             -----------------------------------
                                         Name Printed: Stephen S. Brookshire
                                                      --------------------------
                                         Title: President
                                                --------------------------------


<PAGE>

                                        CONE MILLS CORPORATION



                                         By:  /s/ Gary L. Smith
                                             -----------------------------------
                                         Name Printed: Gary L. Smith
                                                      --------------------------
                                         Title: EVP and CFO
                                                --------------------------------

<PAGE>


                                     CONSENT
                                     -------

SunTrust Bank (formerly SunTrust Bank, Atlanta) hereby consents to the terms of
the foregoing Eleventh Amendment to Master Lease, dated as of July 14, 2000.


                                           SUNTRUST BANK


                                         By:  /s/ Samuel M. Ballasteros
                                             -----------------------------------
                                         Name Printed: Samuel M. Ballasteros
                                                      --------------------------
                                         Title: Director
                                                --------------------------------