SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                       -------------------------------

       FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       -------------------------------

                            CONE MILLS CORPORATION
                            ----------------------
            (Exact name of registrant as specified in its charter)

                North Carolina                           56-0367026
                --------------                           ----------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)              Identification No.)

          3101 N. Elm Street, Greensboro, NC             27408
          ----------------------------------             -----
       (Address of Principal Executive Offices)        (Zip Code)

                              CONE MILLS CORPORATION
                            2001 STOCK INCENTIVE PLAN
                             (Full Title of the Plan)

        Neil W. Koonce, Vice President, General Counsel and Secretary
                            Cone Mills Corporation
                              3101 N. Elm Street
                             Greensboro, NC 27408
                   (Name and address of agent for service)

                                (336) 379-6220
                                --------------
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

                                         Proposed       Proposed
                                         Maximum        Maximum      Amount of
Title of securities     Amount to be  offering price   Aggregate   Registration
to be registered         registered     per Share*      Price*         fee*
---------------------   ------------  --------------   ---------   ------------
common stock, par value   2,000,000       $ 1.39      $ 2,780,000    $ 695.00
$.10 per share             shares

*Pursuant to Rule 457(h), the average of the high and low
prices of Cone Mills Corporation's Common Stock as reported
on the New York Stock Exchange on May 14, 2001, have been
used to calculate the amount of the registration fee.


<PAGE>



This Registration Statement on Form S-8 covers 2,000,000
shares of common stock, par value $.10 per share (the
"Common Stock"), of Cone Mills Corporation (the
"Registrant") ___ issuable pursuant to the terms of the
Registrant's 2001 Stock Incentive Plan (the "Plan").

                           PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The Registrant is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports and other information with the Securities and
Exchange Commission. The following documents have previously
been filed by the Registrant with the Commission and are
incorporated herein by reference as of their respective
dates:

     a)  the Annual Report on Form 10-K of Cone Mills
         Corporation for the fiscal year ended December 31,
         2000.

     b)  the Quarterly Report on Form 10-Q of Cone Mills
         Corporation for the quarter ended April 1, 2001.

     c)  the description of the Common Stock of the
         Registrant contained in Amendment No. 1 on Form 8
         to the Registration Statement on Form 8-A dated
         June 17, 1992 of Cone Mills Corporation filed
         pursuant to Section 12(b) of the Exchange Act; the
         Registration Statement on Form 8-A dated October
         29, 1999 of Cone Mills Corporation, filed pursuant
         to Section 12(b) of the Exchange Act, which
         contains a description of certain rights relating
         to the Common Stock; and any amendment or report
         filed for the purpose of updating such
         descriptions.

     All documents that are hereafter filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of the Common
Stock issuable pursuant to the Plan have been issued or
which deregisters any shares then remaining unissued, shall
be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Legal matters in connection with the securities  registered hereunder are
being passed upon for the Registrant by Neil W. Koonce,  Esq., Vice President,
General Counsel and Secretary for the Registrant.


Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Article 6 of the Registrant's Restated Articles of
Incorporation, as amended, provides:

Article 6. INDEMNIFICATION

     a) Indemnification in Actions Other Than Actions by the
Corporation or by a Person Suing Derivatively. When by
reason of the fact that he is or was serving as a director,
officer, employee or agent of the Corporation or while
serving in any such or like capacity at the request of the
Corporation in any other corporation, partnership, joint
venture or other enterprise, any person is or was a party or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative
(except any action, suit or proceeding brought by the
Corporation or by any person seeking derivatively to enforce
any liability of such person to the Corporation), such
person shall be indemnified or reimbursed by the Corporation
for the expenses (including attorneys' fees) which he
actually and reasonably incurred and for any liabilities
which he may have incurred in consequence of such action,
suit or proceeding, subject to the following conditions:

         (1) If, with respect to any action, suit or
proceeding, or with respect to any claim, matter or issue
therein, such person is wholly successful on the merits, or
if the proceeding involving such person is an administrative
or investigative proceeding and does not result in his
indictment or a fine or penalty imposed upon him, then the
Corporation shall reimburse him for the expenses (including
attorneys' fees) which he actually and reasonably incurred
in consequence of his defense of or participation in such
action, suit or proceeding, or of any claim, issue or matter
therein.

         (2) If, with respect to any action, suit or
proceedings, or with respect to any claim, issue or matter
therein, such person is wholly successful in his defense
otherwise than solely on the merits, the Corporation
shall reimburse him for the expenses (including attorneys'
fees) which he actually and reasonably incurred, in
consequence of his defense or participation in such action,
suit or proceeding, or of any claim, issue or matter
therein, if

             (A) The Board of Directors, by vote of a
     majority of a quorum consisting of directors who were
     not parties to such action, suit or proceeding, shall
     approve such reimbursement; or

             (B) If no such quorum be obtainable, by vote of
     a majority of the members of the Board of Directors
     then in office, acting pursuant to a written opinion of
     independent legal counsel. For this purpose, the
     General Counsel of the Corporation or members of his
     staff shall not be deemed to be "independent legal
     counsel"; or

             (C) In any event, by vote of the holders of a
     majority of the shares entitled to vote at a meeting of
     the shareholders.

         (3) If, with respect to any action, suit or
proceedings, or with respect to any claim, issue or matter
therein, such person is not wholly successful or is
unsuccessful in his defense, or if the proceeding to which
he is a party results in his indictment, or in a fine or
penalty imposed upon him then the Corporation shall
reimburse him for the expenses (including attorneys' fees)
which he actually and reasonably incurred and the amount of
any judgment, money decree, fine, penalty or settlement for
which he may have become liable, in either of the following
instances:

             (A) The Board of Directors, by vote of a
     majority of a quorum consisting of directors who are
     not parties to such action, suit or proceedings, shall
     have determined that such person acted in good faith
     and in a manner he reasonably believed to be in or not
     opposed to the best interests of the Corporation, and,
     with respect to any criminal action or proceeding, that
     he also had no reasonable cause to believe his conduct
     was unlawful, and the Corporation shall have given such
     information to the shareholders of the Corporation with
     respect thereto as is required by applicable law.

     The termination of any action, suit or proceeding by
     judgment, order, settlement, conviction, or upon a plea
     of guilty or nolo contendere or its equivalent, shall
     not, of itself, create a presumption that the person
     did not act in good faith and in a manner which he
     reasonably believed to be in the best interests of the
     Corporation, or, with respect to any criminal action,
     that he had no reasonable cause to believe that his
     conduct was unlawful.

             (B) A plan for such payment is submitted to the
     shareholders for action at an annual or special meeting
     of the shareholders, and the plan is approved by the
     holders of a majority of the shares entitled to vote at
     such meeting, excluding shares held directly or
     indirectly by any persons to be benefited if the plan
     is approved. Whenever the Board of Directors is
     required by this Article to determine the facts
     requisite to awarding reimbursement or indemnification,
     their determination as to such facts shall be
     conclusive in the absence of fraud.

     (b) Indemnification in Actions by the Corporation or by
Any Person Suing Derivatively. When because of his duties or
activities while serving as a director, officer, employee or
agent of the Corporation or while serving in any such or
like capacity at the request of the Corporation in any other
corporation, partnership, joint venture or other enterprise,
any person is a party to an action, suit or proceeding by
the Corporation or by any person suing derivatively on
behalf of the Corporation to establish his liability to the
Corporation arising out of his alleged dereliction of duty
to the Corporation, such person shall be
entitled to reimbursement or indemnification
from the Corporation only to the extent permitted, and only
pursuant to the procedure authorized, by the General
Statutes of North Carolina or otherwise by law.

     (c) General Provisions Relating to Indemnification Under this Article:

         (1) In this Article 6 the term "officer" shall
      include any dominant shareholder engaged to perform
      services for the Corporation, whether as employee or
      independent contractor; and the term "dominant
      shareholder" shall mean a shareholder of the
      Corporation who by virtue of his share holdings has
      legal power, either directly or indirectly or through
      another corporation or series of corporations,
      domestic or foreign, to elect a majority of the
      directors of the Corporation.

         (2) In this Article 6 the term "person" shall
     include the heirs, executor, administrator, or other
     legal representative of such person.

         (3) Expenses incurred or to be incurred by a person
     in defending or participating in any action, suit or
     proceedings referred to in subsection (a) may be
     paid by the Corporation in advance of the final
     disposition of such action, suit or proceeding if
     authorized by the Board of Directors in the specific
     case upon receipt of an undertaking by or on behalf of
     such person to repay such amount, unless it shall
     ultimately be determined that he is entitled to be
     indemnified by the Corporation as authorized by this
     Article.

         (4) Whenever the Corporation, whether by action of
     the Board of Directors or by the shareholders, shall
     reimburse or indemnify a director, officer, agent or
     employee as permitted by this Article, the
     determination shall be made with respect to the
     particular case and the particular applicant for
     indemnity or reimbursement.

         (5) The indemnification authorized by this Article
     shall not be deemed exclusive of any other rights to
     indemnification or reimbursement which are or may
     hereafter be permitted by law.

     (d) Insurance. The Corporation shall have power
to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would
have the power, pursuant to law or pursuant to this Article,
to indemnify him against such liability.

Article XI of the Registrant's Bylaws, as amended, provides:

                 Article XI. INDEMNIFICATION

     Section 11-1. Extent. In addition to the
indemnification otherwise provided for by law or by the
Articles of Incorporation of the Corporation, the
Corporation shall indemnify and hold harmless its directors
and officers against all liability and litigation expense,
including reasonable attorneys' fees, arising out of their
status as directors or officers or their activities in any
of such capacities or in any capacity in which any of them
is or was serving, at the Corporation's request, in another
corporation, partnership, joint venture, trust or other
enterprise and the Corporation shall indemnify and hold
harmless its directors, officers, and employees who are
deemed to be fiduciaries of the Corporation's employee
pension and welfare benefit plans as defined under the
Employee Retirement Income Security Act of 1974, as amended
("ERISA fiduciaries"), against all liability and litigation
expense, including reasonable attorneys' fees, arising out
of their status or activities as ERISA fiduciaries;
provided, however, that the Corporation shall not indemnify
a director or officer against liability or litigation
expense that he may incur on account of his activities that
at the time taken were known or reasonably should have been
known by him to be clearly in conflict with the best
interests of the Corporation, and the Corporation shall not
indemnify an ERISA fiduciary against any liability or
litigation expense that he may incur on account of his
activities that at the time taken were known or reasonably
should have been known by him to be clearly in conflict with
the best interests of the employee benefit plan to which the
activities relate. The Corporation shall also indemnify the
director, officer or ERISA fiduciary for reasonable costs,
expenses and attorneys' fees in connection with the
enforcement of rights to indemnification granted
herein, if it is determined in accordance with Section 11-2
of this Article that the director, officer or ERISA
fiduciary is entitled to indemnification hereunder.

     Section 11-2. Determination. Any indemnification under
Section 11-1 shall be paid by the Corporation in any
specific case only after a determination that the director,
officer or ERISA fiduciary did not act in a manner, at the
time the activities were taken, that was known or reasonably
should have been known by him to be clearly in conflict with
the best interests of the Corporation, or the employee
benefit plan to which the activities relate, as the case may
be. Such determination shall be made (a) by the affirmative
vote of a majority (but not less than two) of directors who
are or were not parties to such action, suit or proceeding
or against whom any such claim is asserted ("disinterested
directors") even though less than a quorum, or (b) if a
majority (but not less than two) of disinterested directors
so direct, by independent legal counsel in a written
opinion, or (c) by the vote of a majority of all of the
voting shares other than those owned or controlled by
directors, officers or ERISA fiduciaries who were parties to
such action, suit or proceeding or against whom such claim
is asserted, or by a unanimous vote of all of the voting
shares, or (d) by a court of competent jurisdiction.

     Section 11-3. Advanced Expenses. Expenses incurred by a
director, officer or ERISA fiduciary in defending a civil or
criminal claim, action, suit or proceeding may, upon
approval of a majority (but not less than two) of the
disinterested directors, even though less than a quorum, or,
if there are less than two disinterested directors, upon
unanimous approval of the Board of Directors, be paid by the
Corporation in advance of the final disposition of such
claim, action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer or
ERISA fiduciary to repay such amount unless it shall
ultimately be determined that he is entitled to be
indemnified against such expenses by the Corporation.

     Section 11-4. Corporation. For purposes of this
Article, references to directors, officers or ERISA
fiduciaries of the "Corporation" shall be deemed to include
directors, officers and ERISA fiduciaries of
Cone Mills Corporation, its subsidiaries, and all
constituent corporations absorbed into Cone Mills
Corporation or any of its subsidiaries by a consolidation or
merger.

     Section 11-5. Reliance And Consideration. Any director,
officer or ERISA fiduciary who at any time after the
adoption of this Bylaw serves or has served in any of the
aforesaid capacities or any other capacity for or on behalf
of the Corporation shall be deemed to be doing or to have
done so in reliance upon, and as consideration for, the
right of indemnification provided herein. Such right shall
inure to the benefit of the legal representatives of any
such person and shall not be exclusive of any other rights
to which such person may be entitled apart from the
provision of this Bylaw. No amendment, modification or
repeal of this Article XI shall adversely affect the right
of any director, officer or ERISA fiduciary to
indemnification hereunder with respect to any activities
occurring prior to the time of such amendment, modification
or repeal.

     Section 11-6. Insurance. The Corporation may purchase
and maintain insurance on behalf of its directors, officers,
employees and agents and those persons who were serving at
the request of the Corporation as a director, officer,
partner or trustee of, or in some other capacity in, another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the
provisions of this Article or otherwise. Any full or partial
payment made by an insurance company under any insurance
policy covering any director, officer, employee or agent
made to or on behalf of a person entitled to indemnification
under this Article shall relieve the Corporation of its
liability for indemnification provided for in this Article
or otherwise to the extent of such payment, and no insurer
shall have a right of subrogation against the Corporation
with respect to such payment.

     The North Carolina General Statutes contain provisions
prescribing the extent to which directors and officers shall
or may be indemnified. These statutory provisions are set
forth below:

CH. 55 N.C. BUSINESS CORPORATION ACT

Part 5.  Indemnification.

Section 55-8-50.  Policy Statement and Definitions.

     (a) It is the public policy of this State to enable
corporations organized under this Chapter to attract and
maintain responsible, qualified directors, officers,
employees and agents, and, to that end, to permit
corporations organized under this Chapter to allocate the
risk of personal liability of directors, officers,
employees and agents through
indemnification and insurance as authorized in this Part.

     (b) Definitions in this Part:

             (1) "Corporation" includes any domestic or
         foreign corporation absorbed in a merger which, if
         its separate existence had continued, would have
         had the obligation or power to indemnify its
         directors, officers, employees, or agents, so that
         a person who would have been entitled to receive or
         request indemnification from such corporation if
         its separate existence had continued shall stand in
         the same position under this Part with respect to
         the surviving corporation.

             (2) "Director" means an individual who is
         or was a director of a corporation or an
         individual who, while a director of a
         corporation, is or was serving at the corporation's
         request as a director, officer, partner, trustee,
         employee, or agent of another foreign or domestic
         corporation, partnership, joint venture, trust,
         employee benefit plan, or other enterprise.
         A director is considered to be serving an
         employee benefit plan at the corporation's
         request if his duties to the corporation also
         impose duties on, or otherwise involve services by,
         him to the plan or to participants in or
         beneficiaries of the plan. "Director" includes,
         unless the context requires otherwise, the estate
         or personal representative of a director.

             (3) "Expenses"  means expenses of every
         kind incurred in defending a proceeding, including
         counsel fees.

             (4)(a) "Officer", "employee", or "agent"
         includes, unless the context requires otherwise,
         the estate or personal representative of a person
         who acted in that capacity.

             (4)(b) "Liability" means the obligation to pay
         a judgment, settlement, penalty, fine (including an
         excise tax assessed with respect to an employee
         benefit plan), or reasonable expenses incurred
         with respect to a proceeding.

             (5) "Official capacity" means: (i) when
         used with respect to a director, the office of
         director in a corporation; and (ii) when used with
         respect to an individual other than a director, as
         contemplated in G.S. 55-8-56, the office in a
         corporation held by the officer or the employment
         or agency relationship undertaken by the employee
         or agent on behalf of the corporation. "Official
         capacity" does not include service for any other
         foreign or domestic corporation or any partnership,
         joint venture, trust, employee benefit plan, or
         other enterprise.

             (6) "Party" includes an individual who was, is,
         or is threatened to be made a named defendant or
         respondent in a proceeding.

             (7) "Proceeding" means any threatened,
         pending, or completed action, suit, or
         proceeding, whether civil, criminal,
         administrative, or investigative and whether formal
         or informal.

Section 55-8-51.  Authority to Indemnify.

         (a) Except as provided in subsection (d), a
corporation may indemnify an individual made a party to a
proceeding because he is or was a director against liability
incurred in the proceeding if:

             (1) He conducted himself in good faith; and (2)
         He reasonably believed (i) in the case of conduct
         in his official capacity with the corporation, that
         his conduct was in its best interests; and (ii) in
         all other cases, that his conduct was at least not
         opposed to its best interests; and

             (3) In the case of any criminal proceeding, he
         had no reasonable cause to believe his conduct was
         unlawful.

         (b) A director's conduct with respect to an
employee benefit plan for a purpose he reasonably believed
to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(ii).

         (c) The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of no contest
or its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in
this section.

         (d) A corporation may not indemnify a director under this section:

             (1) In  connection  with a  proceeding  by or in the right of the
         corporation  in  which  the  director  was  adjudged  liable  to  the
         corporation; or

             (2) In connection with any other proceeding
         charging improper personal benefit to him, whether
         or not involving action in his official capacity,
         in which he was adjudged liable on the basis that
         personal benefit was improperly received by him.

         (e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation that is concluded without a final adjudication
on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

         (f) The authorization, approval or favorable
recommendation by the board of directors of a corporation of
indemnification, as permitted by this section, shall not be
deemed an act or corporate transaction in which a director
has a conflict of interest, and no such indemnification
shall be void or voidable on such ground.

Section 55-8-52.  Mandatory Indemnification.

      Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was
a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.

Section 55-8-53.  Advance For Expenses.

      Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the
final disposition of such proceeding as authorized by the
board of directors in the specific case or as authorized or
required under any provision in the articles of
incorporation or bylaws or by any applicable resolution or
contract upon receipt of an undertaking by or on behalf of
the director to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the
corporation against such expenses.

Section 55-8-54.  Court-ordered Indemnification.

     Unless a corporation's articles of incorporation
provide otherwise, a director of the corporation who is a
party to a proceeding may apply for indemnification to the
court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the
court after giving any notice the court considers necessary
may order indemnification if it determines:

             (1) The director is entitled to mandatory  indemnification  under
         G.S.  55-8-52,   in  which  case  the  court  shall  also  order  the
         corporation to pay the  director's  reasonable  expenses  incurred to
         obtain court-ordered indemnification; or

             (2) The   director   is  fairly  and   reasonably   entitled   to
         indemnification  in view of all the relevant  circumstances,  whether
         or not he met the  standard of conduct  set forth in G.S.  55-8-51 or
         was adjudged  liable as described in G.S.  55-8-51(d),  but if he was
         adjudged  so liable his  indemnification  is  limited  to  reasonable
         expenses incurred.

Section 55-8-55.  Determination and Authorization of Indemnification.

      (a) A  corporation  may not  indemnify  a director  under  G.S.  55-8-51
unless  authorized  in the specific case after a  determination  has been made
that  indemnification  of the  director is  permissible  in the  circumstances
because he has met the standard of conduct set forth in G.S. 55-8-51.

      (b) The determination shall be made:

             (1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;

             (2) If a quorum cannot be obtained under
          subdivision (1), by majority vote of a committee
          duly designated by the board of directors (in
          which designation directors who are parties may
          participate), consisting solely of two or more
          directors not at the time parties to the
          proceeding;

             (3) By special legal counsel (i) selected by
         the board of directors or its committee in the
         manner prescribed in subdivision (1) or (2); or
         (ii) if a quorum of the board of directors cannot
         be obtained under subdivision (1) and a committee
         cannot be designated under subdivision (2),
         selected by majority vote of the full board of
         directors (in which selection directors who are
         parties may participate); or

             (4) By the shareholders, but shares owned by or
         voted under the control of directors who are at the
         time parties to the proceeding may not be voted on
         the determination.

     (c) authorization of indemnification and evaluation as
      to reasonableness of expenses shall be made in the
      same manner as the determination that indemnification
      is permissible, except that if the determination is
      made by special legal counsel, authorization of
      indemnification and evaluation as to reasonableness of
      expenses shall be made by those entitled under
      subsection (b)(3) to select counsel.

Section 55-8-56.  Indemnification of Officers, Employees, and Agents.

      Unless a corporation's articles of incorporation
provide otherwise:

            (1) An  officer  of  the  corporation  is  entitled  to  mandatory
      indemnification  under  G.S.  55-8-52,  and is  entitled  to  apply  for
      court-ordered  indemnification  under G.S. 55-8-54,  in each case to the
      same extent as a director.

            (2) The corporation may indemnify and advance
      expenses under this Part to an officer, employee, or
      agent of the corporation to the same extent as to a
      director; and

            (3) A corporation may also indemnify and advance
      expenses to an officer, employee, or agent who is not
      a director to the extent, consistent with public
      policy, that may be provided by its articles of
      incorporation, bylaws, general or specific action of
      its board of directors, or contract.

Section 55-8-57.  Additional Indemnification and Insurance.

      (a) In addition to and separate and apart from the
indemnification provided for in G.S. 55-8-51, 55-8-52,
55-8-54, 55-8-55 and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or
resolution indemnify or agree to indemnify any one or more
of its directors, officers, employees, or agents against
liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the
corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities;
provided, however, that a corporation may not indemnify or
agree to indemnify a person against liability or expenses he
may incur on account of his activities which were at the
time taken known or believed by him to be clearly in
conflict with the best interests of the corporation. A
corporation may likewise and to the same extent indemnify or
agree to indemnify any person who, at the request of the
corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or
other enterprise or as a trustee or administrator under an
employee benefit plan. Any provision in any
articles of incorporation, bylaw, contract, or resolution
permitted under this section may include provisions for
recovery from the corporation of reasonable costs, expenses,
and attorneys' fees in connection with the enforcement of
rights to indemnification granted therein and may
further include provisions establishing reasonable
procedures for determining and enforcing the rights granted
therein.

      (b) The authorization, adoption, approval, or
favorable recommendation by the board of directors of a
public corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted
in this section, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest,
and no such articles of incorporation or bylaw provision or
contract or resolution shall be void or voidable on such
grounds. The authorization, adoption, approval, or favorable
recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted
in this section, which occurred prior to July 1, 1990, shall
not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such articles of
incorporation, bylaw provision, contract or
resolution shall be void or voidable on such grounds. Except
as permitted in G.S. 55-8-31, no such bylaw, contract, or
resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or
liabilities asserted against any director
prior to its adoption, authorization, or approval by the
board of directors.

      (c) A corporation may purchase and maintain insurance
on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who,
while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability
asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to
indemnify him against the same liability under any provision
of this Chapter.

Section 55-8-58.  Application of Part.

      (a) If articles of incorporation limit indemnification
or advance for expenses, indemnification and advance for
expenses are valid only to the extent consistent with the
articles.

      (b) This Part does not limit a corporation's power to
pay or reimburse expenses incurred by a director in
connection with his appearance as a witness in a proceeding
at a time when he has not been made a named defendant or
respondent to the proceeding.
      (c) This Part shall not affect rights or liabilities
arising out of acts or omissions occurring before July 1,
1990.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         The Exhibits to this Registration Statement on Form
S-8 are listed in the accompanying Index to Exhibits.

Item 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers
         or sales are being made, a post-effective
         amendment to this Registration Statement:

                  (i)   To  include   any   prospectus   required  by  section
                        10(a)(3)of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any
                        facts or events arising after the
                        effective date of the Registration
                        Statement (or the most recent post-
                        effective amendment
                        thereof) which, individually or in
                        the aggregate, represent a
                        fundamental change in the
                        information set forth in the
                        Registration Statement;

                 (iii)  To include any material information
                        with respect to the plan of
                        distribution not previously
                        disclosed in the Registration
                        Statement or any material change in
                        such information in the Registration
                        Statement;

         provided, however, that paragraphs (1)(i) and
         (1)(ii) do not apply if the Registration Statement
         is on Form S-3, Form S-8 or Form F-3, and the
         information required to be included in a
         post-effective amendment by those paragraphs is
         contained in periodic reports filed by the
         Registrant pursuant to section 13 or section 15(d)
         of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration
         Statement.

             (2) That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities
     offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide
     offering thereof.

            (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of
     the offering.


<PAGE>



     (b) The undersigned Registrant hereby undertakes that,
for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.



<PAGE>





                         SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greensboro, North Carolina on May
15, 2000.


                                              CONE MILLS CORPORATION


                                              By: /s/ John L. Bakane
                                                  ------------------
                                                  John L. Bakane
                                                  President and
                                                  Chief Executive Officer



<PAGE>




                      POWER OF ATTORNEY

     Each officer or director whose signature appears below
hereby appoints John L. Bakane and Neil W. Koonce, or either
of them, his true and lawful attorney-in-fact to sign on his
behalf as an individual and in the capacity stated below,
any amendment or post-effective amendment to this
Registration Statement which said attorney-in-fact may deem
appropriate or necessary.

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the following capacities:


Signature               Title                               Date


/s/ Dewey L. Trogdon    Chairman of the Board               May 15, 2001
--------------------
(Dewey L. Trogdon)


/s/ John L. Bakane      Director, President and             May 15, 2001
------------------      Chief Executive Officer
(John L. Bakane)        (Principal Executive Officer)


/s/ Gary L. Smith       Executive Vice President            May 15, 2001
-----------------       and Chief Financial Officer
(Gary L. Smith)         (Principal Financial Officer)


/s/ Doris R. Bray       Director                            May 15, 2001
-----------------
(Doris R. Bray)


/s/ Haynes G. Griffin   Director                            May 15, 2001
---------------------
(Haynes G. Griffin)


/s/ Bruce E. Hendry     Director                            May 15, 2001
-------------------
(Bruce E. Hendry)


-------------------     Director                            May 15, 2001
(Jeanette C. Kimmel)


/s/ David T. Kollat     Director                            May 15, 2001
-------------------
(David T. Kollat)


/s/ Marc H. Kozberg     Director                            May 15, 2001
-------------------
(Marc H. Kozberg)


/s/ Charles M. Reid     Director                            May 15, 2001
-------------------
(Charles M. Reid)


/s/ John W. Rosenblum   Director                            May 15, 2001
---------------------
(John W. Rosenblum)


/s/ Cyrus C. Wilson     Director                            May 15, 2001
-------------------
(Cyrus C. Wilson)


/s/ Samir M. Gabriel    Controller                          May 15, 2001
--------------------
(Samir M. Gabriel)     (Principal Accounting Officer)



<PAGE>



                      INDEX TO EXHIBITS

Exhibit
   No.                  DESCRIPTION
------

* 4.1             Restated Articles of Incorporation of the Registrant
                  effective August 25, 1993, filed as Exhibit 4.1 to
                  Registrant's report on Form 10-Q for the quarter ended
                  October 3, 1993.

*4.1(a)           Articles of Amendment of the
                  Articles of Incorporation of the
                  Registrant effective October 23, 1999, to
                  fix the designation, preferences,
                  limitations, and relative rights of a
                  series of its Class B Preferred Stock,
                  filed as Exhibit 4.1(a) to Registrant's
                  report on Form 10-Q for the quarter ended
                  October 3, 1999.

*4.1(b)           Amended and Restated Bylaws of Registrant, effective
                  June 18, 1992, filed as Exhibit 3.5 to the Registrant's
                  Registration Statement on Form S-1 (File No. 33-46907).

* 4.1(c)          Rights Agreement dated as of October 14, 1999, between
                  the Registrant and First Union National Bank, as Rights
                  Agent, with Form of Articles of Amendment with respect
                  to the Class B Preferred Stock (Series A), the Form of
                  Rights Certificate, and Summary of Rights attached, filed
                  as Exhibit 1 to the Registrant's report on Form 8-A dated
                  October 29, 1999.

*4.6              Specimen Common Stock
                  Certificate, effective June 18, 1992,
                  filed as Exhibit 4.7 to the Registrant's
                  Registration Statement on Form S-1(File
                  No.33-46907).

5                 Opinion of Neil W. Koonce, Esq., General
                  Counsel of the Registrant regarding legality.

23.1              Consent of Neil W. Koonce, Esq. (contained in
                  Exhibit 5 hereto.)

23.2              Consent of McGladrey & Pullen, LLP, independent
                  auditor.

24                Power of Attorney (included in the signature
                  pages hereto).

*99.1             Cone Mills Corporation 2001
                  Stock Incentive Plan, filed as Exhibit
                  10.26 to the Registrant's report on Form
                  10-Q for the quarter ended April 1, 2001.

*Incorporated by reference to the statement or report
indicated.

<PAGE>

EXHIBIT 5

May 15, 2001

Cone Mills Corporation
3101 North Elm Street
Greensboro, N.C. 27408

Re:  2,000,000  Shares of Common  Stock,  par value  $0.10 per share,  of Cone
     Mills  Corporation  offered in connection  with the 2001 Stock  Incentive
     Plan

Ladies and Gentlemen:

      I am General Counsel of Cone Mills Corporation, a
North Carolina corporation (the "Registrant"), and have
represented the Registrant in connection with the
registration under the Securities Act of 1933, as amended,
of 2,000,000 shares of the common stock, par value $0.10 per
share, of the Registrant (the "Shares") issuable pursuant to
the Registrant's 2001 Stock Incentive Plan (the "Plan").

      In connection with this opinion, I have examined the
Registrant's Articles of Incorporation and Bylaws, as
amended, the Registration Statement on Form S-8 relating to
the foregoing registration (the "Registration Statement"),
the Plan Summary that is to be distributed to Plan
participants, the Plan and such corporate records of the
Registrant and questions of law as I have deemed relevant
for the purpose of this opinion. Based upon such review, I
am of the opinion that:

      1.    A11 necessary  corporate  action has been taken by the  Registrant
            to authorize the issuance of the Shares pursuant to the Plan.

      2.    When duly issued in accordance with the
            terms of the Plan as contemplated by the Plan
            Summary and the Registration Statement, the
            Shares will be validly issued, fully paid and
            nonassessable shares of common stock of the
            Registrant.

      I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to my name under the caption "Interests of Named Experts and
Counsel" in the Registration Statement contained therein.

Very truly yours,

/s/ Neil W. Koonce

Neil W. Koonce
Vice President, General Counsel
and Secretary


<PAGE>


EXHIBIT 23.2


                   McGLADREY & PULLEN, LLP

                Certified Public Accountants

               CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference into
this Registration Statement on Form S-8 of our report, dated
February 10, 2001, which appears in the Annual Report on
Form 10-K of Cone Mills Corporation for the fiscal year
ended December 31, 2000.



                                    /s/McGLADREY & PULLEN, LLP
                                      McGLADREY & PULLEN, LLP



Greensboro, North Carolina
May 14, 2001
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SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                       -------------------------------

       FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       -------------------------------

                            CONE MILLS CORPORATION
                            ----------------------
            (Exact name of registrant as specified in its charter)

                North Carolina                           56-0367026
                --------------                           ----------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)              Identification No.)

          3101 N. Elm Street, Greensboro, NC             27408
          ----------------------------------             -----
       (Address of Principal Executive Offices)        (Zip Code)

                              CONE MILLS CORPORATION
                            2001 STOCK INCENTIVE PLAN
                             (Full Title of the Plan)

        Neil W. Koonce, Vice President, General Counsel and Secretary
                            Cone Mills Corporation
                              3101 N. Elm Street
                             Greensboro, NC 27408
                   (Name and address of agent for service)

                                (336) 379-6220
                                --------------
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

                                         Proposed       Proposed
                                         Maximum        Maximum      Amount of
Title of securities     Amount to be  offering price   Aggregate   Registration
to be registered         registered     per Share*      Price*         fee*
---------------------   ------------  --------------   ---------   ------------
common stock, par value   2,000,000       $ 1.39      $ 2,780,000    $ 695.00
$.10 per share             shares

*Pursuant to Rule 457(h), the average of the high and low
prices of Cone Mills Corporation's Common Stock as reported
on the New York Stock Exchange on May 14, 2001, have been
used to calculate the amount of the registration fee.
This Registration Statement on Form S-8 covers 2,000,000
shares of common stock, par value $.10 per share (the
"Common Stock"), of Cone Mills Corporation (the
"Registrant") ___ issuable pursuant to the terms of the
Registrant's 2001 Stock Incentive Plan (the "Plan").

                           PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The Registrant is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports and other information with the Securities and
Exchange Commission. The following documents have previously
been filed by the Registrant with the Commission and are
incorporated herein by reference as of their respective
dates:

     a)  the Annual Report on Form 10-K of Cone Mills
         Corporation for the fiscal year ended December 31,
         2000.

     b)  the Quarterly Report on Form 10-Q of Cone Mills
         Corporation for the quarter ended April 1, 2001.

     c)  the description of the Common Stock of the
         Registrant contained in Amendment No. 1 on Form 8
         to the Registration Statement on Form 8-A dated
         June 17, 1992 of Cone Mills Corporation filed
         pursuant to Section 12(b) of the Exchange Act; the
         Registration Statement on Form 8-A dated October
         29, 1999 of Cone Mills Corporation, filed pursuant
         to Section 12(b) of the Exchange Act, which
         contains a description of certain rights relating
         to the Common Stock; and any amendment or report
         filed for the purpose of updating such
         descriptions.

     All documents that are hereafter filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of the Common
Stock issuable pursuant to the Plan have been issued or
which deregisters any shares then remaining unissued, shall
be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Legal matters in connection with the securities  registered hereunder are
being passed upon for the Registrant by Neil W. Koonce,  Esq., Vice President,
General Counsel and Secretary for the Registrant.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Article 6 of the Registrant's Restated Articles of
Incorporation, as amended, provides:

Article 6. INDEMNIFICATION

     a) Indemnification in Actions Other Than Actions by the
Corporation or by a Person Suing Derivatively. When by
reason of the fact that he is or was serving as a director,
officer, employee or agent of the Corporation or while
serving in any such or like capacity at the request of the
Corporation in any other corporation, partnership, joint
venture or other enterprise, any person is or was a party or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative
(except any action, suit or proceeding brought by the
Corporation or by any person seeking derivatively to enforce
any liability of such person to the Corporation), such
person shall be indemnified or reimbursed by the Corporation
for the expenses (including attorneys' fees) which he
actually and reasonably incurred and for any liabilities
which he may have incurred in consequence of such action,
suit or proceeding, subject to the following conditions:

         (1) If, with respect to any action, suit or
proceeding, or with respect to any claim, matter or issue
therein, such person is wholly successful on the merits, or
if the proceeding involving such person is an administrative
or investigative proceeding and does not result in his
indictment or a fine or penalty imposed upon him, then the
Corporation shall reimburse him for the expenses (including
attorneys' fees) which he actually and reasonably incurred
in consequence of his defense of or participation in such
action, suit or proceeding, or of any claim, issue or matter
therein.

         (2) If, with respect to any action, suit or
proceedings, or with respect to any claim, issue or matter
therein, such person is wholly successful in his defense
otherwise than solely on the merits, the Corporation
shall reimburse him for the expenses (including attorneys'
fees) which he actually and reasonably incurred, in
consequence of his defense or participation in such action,
suit or proceeding, or of any claim, issue or matter
therein, if

             (A) The Board of Directors, by vote of a
     majority of a quorum consisting of directors who were
     not parties to such action, suit or proceeding, shall
     approve such reimbursement; or

             (B) If no such quorum be obtainable, by vote of
     a majority of the members of the Board of Directors
     then in office, acting pursuant to a written opinion of
     independent legal counsel. For this purpose, the
     General Counsel of the Corporation or members of his
     staff shall not be deemed to be "independent legal
     counsel"; or

             (C) In any event, by vote of the holders of a
     majority of the shares entitled to vote at a meeting of
     the shareholders.

         (3) If, with respect to any action, suit or
proceedings, or with respect to any claim, issue or matter
therein, such person is not wholly successful or is
unsuccessful in his defense, or if the proceeding to which
he is a party results in his indictment, or in a fine or
penalty imposed upon him then the Corporation shall
reimburse him for the expenses (including attorneys' fees)
which he actually and reasonably incurred and the amount of
any judgment, money decree, fine, penalty or settlement for
which he may have become liable, in either of the following
instances:

             (A) The Board of Directors, by vote of a
     majority of a quorum consisting of directors who are
     not parties to such action, suit or proceedings, shall
     have determined that such person acted in good faith
     and in a manner he reasonably believed to be in or not
     opposed to the best interests of the Corporation, and,
     with respect to any criminal action or proceeding, that
     he also had no reasonable cause to believe his conduct
     was unlawful, and the Corporation shall have given such
     information to the shareholders of the Corporation with
     respect thereto as is required by applicable law.

     The termination of any action, suit or proceeding by
     judgment, order, settlement, conviction, or upon a plea
     of guilty or nolo contendere or its equivalent, shall
     not, of itself, create a presumption that the person
     did not act in good faith and in a manner which he
     reasonably believed to be in the best interests of the
     Corporation, or, with respect to any criminal action,
     that he had no reasonable cause to believe that his
     conduct was unlawful.

             (B) A plan for such payment is submitted to the
     shareholders for action at an annual or special meeting
     of the shareholders, and the plan is approved by the
     holders of a majority of the shares entitled to vote at
     such meeting, excluding shares held directly or
     indirectly by any persons to be benefited if the plan
     is approved. Whenever the Board of Directors is
     required by this Article to determine the facts
     requisite to awarding reimbursement or indemnification,
     their determination as to such facts shall be
     conclusive in the absence of fraud.

     (b) Indemnification in Actions by the Corporation or by
Any Person Suing Derivatively. When because of his duties or
activities while serving as a director, officer, employee or
agent of the Corporation or while serving in any such or
like capacity at the request of the Corporation in any other
corporation, partnership, joint venture or other enterprise,
any person is a party to an action, suit or proceeding by
the Corporation or by any person suing derivatively on
behalf of the Corporation to establish his liability to the
Corporation arising out of his alleged dereliction of duty
to the Corporation, such person shall be
entitled to reimbursement or indemnification
from the Corporation only to the extent permitted, and only
pursuant to the procedure authorized, by the General
Statutes of North Carolina or otherwise by law.

     (c) General Provisions Relating to Indemnification Under this Article:

         (1) In this Article 6 the term "officer" shall
      include any dominant shareholder engaged to perform
      services for the Corporation, whether as employee or
      independent contractor; and the term "dominant
      shareholder" shall mean a shareholder of the
      Corporation who by virtue of his share holdings has
      legal power, either directly or indirectly or through
      another corporation or series of corporations,
      domestic or foreign, to elect a majority of the
      directors of the Corporation.

         (2) In this Article 6 the term "person" shall
     include the heirs, executor, administrator, or other
     legal representative of such person.

         (3) Expenses incurred or to be incurred by a person
     in defending or participating in any action, suit or
     proceedings referred to in subsection (a) may be
     paid by the Corporation in advance of the final
     disposition of such action, suit or proceeding if
     authorized by the Board of Directors in the specific
     case upon receipt of an undertaking by or on behalf of
     such person to repay such amount, unless it shall
     ultimately be determined that he is entitled to be
     indemnified by the Corporation as authorized by this
     Article.

         (4) Whenever the Corporation, whether by action of
     the Board of Directors or by the shareholders, shall
     reimburse or indemnify a director, officer, agent or
     employee as permitted by this Article, the
     determination shall be made with respect to the
     particular case and the particular applicant for
     indemnity or reimbursement.

         (5) The indemnification authorized by this Article
     shall not be deemed exclusive of any other rights to
     indemnification or reimbursement which are or may
     hereafter be permitted by law.

     (d) Insurance. The Corporation shall have power
to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would
have the power, pursuant to law or pursuant to this Article,
to indemnify him against such liability.

Article XI of the Registrant's Bylaws, as amended, provides:

                 Article XI. INDEMNIFICATION

     Section 11-1. Extent. In addition to the
indemnification otherwise provided for by law or by the
Articles of Incorporation of the Corporation, the
Corporation shall indemnify and hold harmless its directors
and officers against all liability and litigation expense,
including reasonable attorneys' fees, arising out of their
status as directors or officers or their activities in any
of such capacities or in any capacity in which any of them
is or was serving, at the Corporation's request, in another
corporation, partnership, joint venture, trust or other
enterprise and the Corporation shall indemnify and hold
harmless its directors, officers, and employees who are
deemed to be fiduciaries of the Corporation's employee
pension and welfare benefit plans as defined under the
Employee Retirement Income Security Act of 1974, as amended
("ERISA fiduciaries"), against all liability and litigation
expense, including reasonable attorneys' fees, arising out
of their status or activities as ERISA fiduciaries;
provided, however, that the Corporation shall not indemnify
a director or officer against liability or litigation
expense that he may incur on account of his activities that
at the time taken were known or reasonably should have been
known by him to be clearly in conflict with the best
interests of the Corporation, and the Corporation shall not
indemnify an ERISA fiduciary against any liability or
litigation expense that he may incur on account of his
activities that at the time taken were known or reasonably
should have been known by him to be clearly in conflict with
the best interests of the employee benefit plan to which the
activities relate. The Corporation shall also indemnify the
director, officer or ERISA fiduciary for reasonable costs,
expenses and attorneys' fees in connection with the
enforcement of rights to indemnification granted
herein, if it is determined in accordance with Section 11-2
of this Article that the director, officer or ERISA
fiduciary is entitled to indemnification hereunder.

     Section 11-2. Determination. Any indemnification under
Section 11-1 shall be paid by the Corporation in any
specific case only after a determination that the director,
officer or ERISA fiduciary did not act in a manner, at the
time the activities were taken, that was known or reasonably
should have been known by him to be clearly in conflict with
the best interests of the Corporation, or the employee
benefit plan to which the activities relate, as the case may
be. Such determination shall be made (a) by the affirmative
vote of a majority (but not less than two) of directors who
are or were not parties to such action, suit or proceeding
or against whom any such claim is asserted ("disinterested
directors") even though less than a quorum, or (b) if a
majority (but not less than two) of disinterested directors
so direct, by independent legal counsel in a written
opinion, or (c) by the vote of a majority of all of the
voting shares other than those owned or controlled by
directors, officers or ERISA fiduciaries who were parties to
such action, suit or proceeding or against whom such claim
is asserted, or by a unanimous vote of all of the voting
shares, or (d) by a court of competent jurisdiction.

     Section 11-3. Advanced Expenses. Expenses incurred by a
director, officer or ERISA fiduciary in defending a civil or
criminal claim, action, suit or proceeding may, upon
approval of a majority (but not less than two) of the
disinterested directors, even though less than a quorum, or,
if there are less than two disinterested directors, upon
unanimous approval of the Board of Directors, be paid by the
Corporation in advance of the final disposition of such
claim, action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer or
ERISA fiduciary to repay such amount unless it shall
ultimately be determined that he is entitled to be
indemnified against such expenses by the Corporation.

     Section 11-4. Corporation. For purposes of this
Article, references to directors, officers or ERISA
fiduciaries of the "Corporation" shall be deemed to include
directors, officers and ERISA fiduciaries of
Cone Mills Corporation, its subsidiaries, and all
constituent corporations absorbed into Cone Mills
Corporation or any of its subsidiaries by a consolidation or
merger.

     Section 11-5. Reliance And Consideration. Any director,
officer or ERISA fiduciary who at any time after the
adoption of this Bylaw serves or has served in any of the
aforesaid capacities or any other capacity for or on behalf
of the Corporation shall be deemed to be doing or to have
done so in reliance upon, and as consideration for, the
right of indemnification provided herein. Such right shall
inure to the benefit of the legal representatives of any
such person and shall not be exclusive of any other rights
to which such person may be entitled apart from the
provision of this Bylaw. No amendment, modification or
repeal of this Article XI shall adversely affect the right
of any director, officer or ERISA fiduciary to
indemnification hereunder with respect to any activities
occurring prior to the time of such amendment, modification
or repeal.

     Section 11-6. Insurance. The Corporation may purchase
and maintain insurance on behalf of its directors, officers,
employees and agents and those persons who were serving at
the request of the Corporation as a director, officer,
partner or trustee of, or in some other capacity in, another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the
provisions of this Article or otherwise. Any full or partial
payment made by an insurance company under any insurance
policy covering any director, officer, employee or agent
made to or on behalf of a person entitled to indemnification
under this Article shall relieve the Corporation of its
liability for indemnification provided for in this Article
or otherwise to the extent of such payment, and no insurer
shall have a right of subrogation against the Corporation
with respect to such payment.

     The North Carolina General Statutes contain provisions
prescribing the extent to which directors and officers shall
or may be indemnified. These statutory provisions are set
forth below:

CH. 55 N.C. BUSINESS CORPORATION ACT

Part 5.  Indemnification.

Section 55-8-50.  Policy Statement and Definitions.

     (a) It is the public policy of this State to enable
corporations organized under this Chapter to attract and
maintain responsible, qualified directors, officers,
employees and agents, and, to that end, to permit
corporations organized under this Chapter to allocate the
risk of personal liability of directors, officers,
employees and agents through
indemnification and insurance as authorized in this Part.

     (b) Definitions in this Part:

             (1) "Corporation" includes any domestic or
         foreign corporation absorbed in a merger which, if
         its separate existence had continued, would have
         had the obligation or power to indemnify its
         directors, officers, employees, or agents, so that
         a person who would have been entitled to receive or
         request indemnification from such corporation if
         its separate existence had continued shall stand in
         the same position under this Part with respect to
         the surviving corporation.

             (2) "Director" means an individual who is
         or was a director of a corporation or an
         individual who, while a director of a
         corporation, is or was serving at the corporation's
         request as a director, officer, partner, trustee,
         employee, or agent of another foreign or domestic
         corporation, partnership, joint venture, trust,
         employee benefit plan, or other enterprise.
         A director is considered to be serving an
         employee benefit plan at the corporation's
         request if his duties to the corporation also
         impose duties on, or otherwise involve services by,
         him to the plan or to participants in or
         beneficiaries of the plan. "Director" includes,
         unless the context requires otherwise, the estate
         or personal representative of a director.

             (3) "Expenses"  means expenses of every
         kind incurred in defending a proceeding, including
         counsel fees.

             (4)(a) "Officer", "employee", or "agent"
         includes, unless the context requires otherwise,
         the estate or personal representative of a person
         who acted in that capacity.

             (4)(b) "Liability" means the obligation to pay
         a judgment, settlement, penalty, fine (including an
         excise tax assessed with respect to an employee
         benefit plan), or reasonable expenses incurred
         with respect to a proceeding.

             (5) "Official capacity" means: (i) when
         used with respect to a director, the office of
         director in a corporation; and (ii) when used with
         respect to an individual other than a director, as
         contemplated in G.S. 55-8-56, the office in a
         corporation held by the officer or the employment
         or agency relationship undertaken by the employee
         or agent on behalf of the corporation. "Official
         capacity" does not include service for any other
         foreign or domestic corporation or any partnership,
         joint venture, trust, employee benefit plan, or
         other enterprise.

             (6) "Party" includes an individual who was, is,
         or is threatened to be made a named defendant or
         respondent in a proceeding.

             (7) "Proceeding" means any threatened,
         pending, or completed action, suit, or
         proceeding, whether civil, criminal,
         administrative, or investigative and whether formal
         or informal.

Section 55-8-51.  Authority to Indemnify.

         (a) Except as provided in subsection (d), a
corporation may indemnify an individual made a party to a
proceeding because he is or was a director against liability
incurred in the proceeding if:

             (1) He conducted himself in good faith; and (2)
         He reasonably believed (i) in the case of conduct
         in his official capacity with the corporation, that
         his conduct was in its best interests; and (ii) in
         all other cases, that his conduct was at least not
         opposed to its best interests; and

             (3) In the case of any criminal proceeding, he
         had no reasonable cause to believe his conduct was
         unlawful.

         (b) A director's conduct with respect to an
employee benefit plan for a purpose he reasonably believed
to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(ii).

         (c) The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of no contest
or its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in
this section.

         (d) A corporation may not indemnify a director under this section:

             (1) In  connection  with a  proceeding  by or in the right of the
         corporation  in  which  the  director  was  adjudged  liable  to  the
         corporation; or

             (2) In connection with any other proceeding
         charging improper personal benefit to him, whether
         or not involving action in his official capacity,
         in which he was adjudged liable on the basis that
         personal benefit was improperly received by him.

         (e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation that is concluded without a final adjudication
on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

         (f) The authorization, approval or favorable
recommendation by the board of directors of a corporation of
indemnification, as permitted by this section, shall not be
deemed an act or corporate transaction in which a director
has a conflict of interest, and no such indemnification
shall be void or voidable on such ground.

Section 55-8-52.  Mandatory Indemnification.

      Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was
a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.

Section 55-8-53.  Advance For Expenses.

      Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the
final disposition of such proceeding as authorized by the
board of directors in the specific case or as authorized or
required under any provision in the articles of
incorporation or bylaws or by any applicable resolution or
contract upon receipt of an undertaking by or on behalf of
the director to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the
corporation against such expenses.

Section 55-8-54.  Court-ordered Indemnification.

     Unless a corporation's articles of incorporation
provide otherwise, a director of the corporation who is a
party to a proceeding may apply for indemnification to the
court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the
court after giving any notice the court considers necessary
may order indemnification if it determines:

             (1) The director is entitled to mandatory  indemnification  under
         G.S.  55-8-52,   in  which  case  the  court  shall  also  order  the
         corporation to pay the  director's  reasonable  expenses  incurred to
         obtain court-ordered indemnification; or

             (2) The   director   is  fairly  and   reasonably   entitled   to
         indemnification  in view of all the relevant  circumstances,  whether
         or not he met the  standard of conduct  set forth in G.S.  55-8-51 or
         was adjudged  liable as described in G.S.  55-8-51(d),  but if he was
         adjudged  so liable his  indemnification  is  limited  to  reasonable
         expenses incurred.

Section 55-8-55.  Determination and Authorization of Indemnification.

      (a) A  corporation  may not  indemnify  a director  under  G.S.  55-8-51
unless  authorized  in the specific case after a  determination  has been made
that  indemnification  of the  director is  permissible  in the  circumstances
because he has met the standard of conduct set forth in G.S. 55-8-51.

      (b) The determination shall be made:

             (1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;

             (2) If a quorum cannot be obtained under
          subdivision (1), by majority vote of a committee
          duly designated by the board of directors (in
          which designation directors who are parties may
          participate), consisting solely of two or more
          directors not at the time parties to the
          proceeding;

             (3) By special legal counsel (i) selected by
         the board of directors or its committee in the
         manner prescribed in subdivision (1) or (2); or
         (ii) if a quorum of the board of directors cannot
         be obtained under subdivision (1) and a committee
         cannot be designated under subdivision (2),
         selected by majority vote of the full board of
         directors (in which selection directors who are
         parties may participate); or

             (4) By the shareholders, but shares owned by or
         voted under the control of directors who are at the
         time parties to the proceeding may not be voted on
         the determination.

     (c) authorization of indemnification and evaluation as
      to reasonableness of expenses shall be made in the
      same manner as the determination that indemnification
      is permissible, except that if the determination is
      made by special legal counsel, authorization of
      indemnification and evaluation as to reasonableness of
      expenses shall be made by those entitled under
      subsection (b)(3) to select counsel.

Section 55-8-56.  Indemnification of Officers, Employees, and Agents.

      Unless a corporation's articles of incorporation
provide otherwise:

            (1) An  officer  of  the  corporation  is  entitled  to  mandatory
      indemnification  under  G.S.  55-8-52,  and is  entitled  to  apply  for
      court-ordered  indemnification  under G.S. 55-8-54,  in each case to the
      same extent as a director.

            (2) The corporation may indemnify and advance
      expenses under this Part to an officer, employee, or
      agent of the corporation to the same extent as to a
      director; and

            (3) A corporation may also indemnify and advance
      expenses to an officer, employee, or agent who is not
      a director to the extent, consistent with public
      policy, that may be provided by its articles of
      incorporation, bylaws, general or specific action of
      its board of directors, or contract.

Section 55-8-57.  Additional Indemnification and Insurance.

      (a) In addition to and separate and apart from the
indemnification provided for in G.S. 55-8-51, 55-8-52,
55-8-54, 55-8-55 and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or
resolution indemnify or agree to indemnify any one or more
of its directors, officers, employees, or agents against
liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the
corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities;
provided, however, that a corporation may not indemnify or
agree to indemnify a person against liability or expenses he
may incur on account of his activities which were at the
time taken known or believed by him to be clearly in
conflict with the best interests of the corporation. A
corporation may likewise and to the same extent indemnify or
agree to indemnify any person who, at the request of the
corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or
other enterprise or as a trustee or administrator under an
employee benefit plan. Any provision in any
articles of incorporation, bylaw, contract, or resolution
permitted under this section may include provisions for
recovery from the corporation of reasonable costs, expenses,
and attorneys' fees in connection with the enforcement of
rights to indemnification granted therein and may
further include provisions establishing reasonable
procedures for determining and enforcing the rights granted
therein.

      (b) The authorization, adoption, approval, or
favorable recommendation by the board of directors of a
public corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted
in this section, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest,
and no such articles of incorporation or bylaw provision or
contract or resolution shall be void or voidable on such
grounds. The authorization, adoption, approval, or favorable
recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted
in this section, which occurred prior to July 1, 1990, shall
not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such articles of
incorporation, bylaw provision, contract or
resolution shall be void or voidable on such grounds. Except
as permitted in G.S. 55-8-31, no such bylaw, contract, or
resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or
liabilities asserted against any director
prior to its adoption, authorization, or approval by the
board of directors.

      (c) A corporation may purchase and maintain insurance
on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who,
while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability
asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to
indemnify him against the same liability under any provision
of this Chapter.

Section 55-8-58.  Application of Part.

      (a) If articles of incorporation limit indemnification
or advance for expenses, indemnification and advance for
expenses are valid only to the extent consistent with the
articles.

      (b) This Part does not limit a corporation's power to
pay or reimburse expenses incurred by a director in
connection with his appearance as a witness in a proceeding
at a time when he has not been made a named defendant or
respondent to the proceeding.
      (c) This Part shall not affect rights or liabilities
arising out of acts or omissions occurring before July 1,
1990.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         The Exhibits to this Registration Statement on Form
S-8 are listed in the accompanying Index to Exhibits.

Item 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers
         or sales are being made, a post-effective
         amendment to this Registration Statement:

                  (i)   To  include   any   prospectus   required  by  section
                        10(a)(3)of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any
                        facts or events arising after the
                        effective date of the Registration
                        Statement (or the most recent post-
                        effective amendment
                        thereof) which, individually or in
                        the aggregate, represent a
                        fundamental change in the
                        information set forth in the
                        Registration Statement;

                 (iii)  To include any material information
                        with respect to the plan of
                        distribution not previously
                        disclosed in the Registration
                        Statement or any material change in
                        such information in the Registration
                        Statement;

         provided, however, that paragraphs (1)(i) and
         (1)(ii) do not apply if the Registration Statement
         is on Form S-3, Form S-8 or Form F-3, and the
         information required to be included in a
         post-effective amendment by those paragraphs is
         contained in periodic reports filed by the
         Registrant pursuant to section 13 or section 15(d)
         of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration
         Statement.

             (2) That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities
     offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide
     offering thereof.

            (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of
     the offering.
(b) The undersigned Registrant hereby undertakes that,
for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greensboro, North Carolina on May
15, 2000.

                                              CONE MILLS CORPORATION

                                              By: /s/ John L. Bakane
                                                  ------------------
                                                  John L. Bakane
                                                  President and
                                                  Chief Executive Officer
POWER OF ATTORNEY

     Each officer or director whose signature appears below
hereby appoints John L. Bakane and Neil W. Koonce, or either
of them, his true and lawful attorney-in-fact to sign on his
behalf as an individual and in the capacity stated below,
any amendment or post-effective amendment to this
Registration Statement which said attorney-in-fact may deem
appropriate or necessary.

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the following capacities:

Signature               Title                               Date

/s/ Dewey L. Trogdon    Chairman of the Board               May 15, 2001
--------------------
(Dewey L. Trogdon)

/s/ John L. Bakane      Director, President and             May 15, 2001
------------------      Chief Executive Officer
(John L. Bakane)        (Principal Executive Officer)

/s/ Gary L. Smith       Executive Vice President            May 15, 2001
-----------------       and Chief Financial Officer
(Gary L. Smith)         (Principal Financial Officer)

/s/ Doris R. Bray       Director                            May 15, 2001
-----------------
(Doris R. Bray)

/s/ Haynes G. Griffin   Director                            May 15, 2001
---------------------
(Haynes G. Griffin)

/s/ Bruce E. Hendry     Director                            May 15, 2001
-------------------
(Bruce E. Hendry)

-------------------     Director                            May 15, 2001
(Jeanette C. Kimmel)

/s/ David T. Kollat     Director                            May 15, 2001
-------------------
(David T. Kollat)

/s/ Marc H. Kozberg     Director                            May 15, 2001
-------------------
(Marc H. Kozberg)

/s/ Charles M. Reid     Director                            May 15, 2001
-------------------
(Charles M. Reid)

/s/ John W. Rosenblum   Director                            May 15, 2001
---------------------
(John W. Rosenblum)

/s/ Cyrus C. Wilson     Director                            May 15, 2001
-------------------
(Cyrus C. Wilson)

/s/ Samir M. Gabriel    Controller                          May 15, 2001
--------------------
(Samir M. Gabriel)     (Principal Accounting Officer)
INDEX TO EXHIBITS

Exhibit
   No.                  DESCRIPTION
------

* 4.1             Restated Articles of Incorporation of the Registrant
                  effective August 25, 1993, filed as Exhibit 4.1 to
                  Registrant's report on Form 10-Q for the quarter ended
                  October 3, 1993.

*4.1(a)           Articles of Amendment of the
                  Articles of Incorporation of the
                  Registrant effective October 23, 1999, to
                  fix the designation, preferences,
                  limitations, and relative rights of a
                  series of its Class B Preferred Stock,
                  filed as Exhibit 4.1(a) to Registrant's
                  report on Form 10-Q for the quarter ended
                  October 3, 1999.

*4.1(b)           Amended and Restated Bylaws of Registrant, effective
                  June 18, 1992, filed as Exhibit 3.5 to the Registrant's
                  Registration Statement on Form S-1 (File No. 33-46907).

* 4.1(c)          Rights Agreement dated as of October 14, 1999, between
                  the Registrant and First Union National Bank, as Rights
                  Agent, with Form of Articles of Amendment with respect
                  to the Class B Preferred Stock (Series A), the Form of
                  Rights Certificate, and Summary of Rights attached, filed
                  as Exhibit 1 to the Registrant's report on Form 8-A dated
                  October 29, 1999.

*4.6              Specimen Common Stock
                  Certificate, effective June 18, 1992,
                  filed as Exhibit 4.7 to the Registrant's
                  Registration Statement on Form S-1(File
                  No.33-46907).

5                 Opinion of Neil W. Koonce, Esq., General
                  Counsel of the Registrant regarding legality.

23.1              Consent of Neil W. Koonce, Esq. (contained in
                  Exhibit 5 hereto.)

23.2              Consent of McGladrey & Pullen, LLP, independent
                  auditor.

24                Power of Attorney (included in the signature
                  pages hereto).

*99.1             Cone Mills Corporation 2001
                  Stock Incentive Plan, filed as Exhibit
                  10.26 to the Registrant's report on Form
                  10-Q for the quarter ended April 1, 2001.

*Incorporated by reference to the statement or report
indicated.
EXHIBIT 5

May 15, 2001

Cone Mills Corporation
3101 North Elm Street
Greensboro, N.C. 27408

Re:  2,000,000  Shares of Common  Stock,  par value  $0.10 per share,  of Cone
     Mills  Corporation  offered in connection  with the 2001 Stock  Incentive
     Plan

Ladies and Gentlemen:

      I am General Counsel of Cone Mills Corporation, a
North Carolina corporation (the "Registrant"), and have
represented the Registrant in connection with the
registration under the Securities Act of 1933, as amended,
of 2,000,000 shares of the common stock, par value $0.10 per
share, of the Registrant (the "Shares") issuable pursuant to
the Registrant's 2001 Stock Incentive Plan (the "Plan").

      In connection with this opinion, I have examined the
Registrant's Articles of Incorporation and Bylaws, as
amended, the Registration Statement on Form S-8 relating to
the foregoing registration (the "Registration Statement"),
the Plan Summary that is to be distributed to Plan
participants, the Plan and such corporate records of the
Registrant and questions of law as I have deemed relevant
for the purpose of this opinion. Based upon such review, I
am of the opinion that:

      1.    A11 necessary  corporate  action has been taken by the  Registrant
            to authorize the issuance of the Shares pursuant to the Plan.

      2.    When duly issued in accordance with the
            terms of the Plan as contemplated by the Plan
            Summary and the Registration Statement, the
            Shares will be validly issued, fully paid and
            nonassessable shares of common stock of the
            Registrant.

      I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to my name under the caption "Interests of Named Experts and
Counsel" in the Registration Statement contained therein.

Very truly yours,

/s/ Neil W. Koonce

Neil W. Koonce
Vice President, General Counsel
and Secretary
EXHIBIT 23.2

                   McGLADREY & PULLEN, LLP

                Certified Public Accountants

               CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference into
this Registration Statement on Form S-8 of our report, dated
February 10, 2001, which appears in the Annual Report on
Form 10-K of Cone Mills Corporation for the fiscal year
ended December 31, 2000.

                                    /s/McGLADREY & PULLEN, LLP
                                      McGLADREY & PULLEN, LLP

Greensboro, North Carolina
May 14, 2001