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 Issuer as specified in its charter)

   North Carolina                             56-0367025      
(State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)           Identification No.)

                                     
                             1201 Maple Street
                     Greensboro, North Carolina  27405          
     (Address of Principal Executive Offices)     (Zip Code)

                          CONE MILLS CORPORATION
             1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                         (Full title of the plan)

                      TERRY L. WEATHERFORD, SECRETARY
                          Cone Mills Corporation
                             1201 Maple Street
                     Greensboro, North Carolina  27405 
                  (Name and Address of agent for service)

                                (910) 379-6246                      
       (Telephone Number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

            Proposed       Proposed
Title of    Maximum        Maximum
Securities                 Offering   Aggregate
to be    Amount to be      Price      Offering    Amount of
Registered  Registered     Per Share* Price*      Registration Fee

Common Stock,
par value
$.10 per 100,000           $12.8125   $1,287,500     $441.81*
share    shares

         *Pursuant to Rule 457(h), the average of the high and low prices
of the Common Stock as reported on the New York Stock Exchange on
May 16, 1994, has been used to calculate the amount of the
registration fee.

<PAGE>

         This Registration Statement on Form S-8 covers 100,000 shares of
the Common Stock, par value $.10 per share, (the "Common Stock") of 
Cone Mills Corporation (the "Registrant") issuable upon exercise of 
options to be granted under the Registrant's 1994 Stock Option Plan 
for Non-Employee Directors (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 (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 January 2, 1994
             (dated March 23, 1994).

             b)   the Quarterly Report on Form 10-Q of Cone Mills
             Corporation for the quarter ended April 3, 1994 (dated May
             18, 1994).

             c)   the description of the Common Stock of the Company set
             forth under "Item 1. Description of Registrant's Securities
             to be Registered" in the Company's Amendment No. 1 on Form
             8 to its Registration Statement on Form 8-A with respect to
             the Common Stock, File No. 1-3634 (dated June 17, 1992).

         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 and General Counsel for the Company.

Item 6.  Indemnification of Directors and Officers.

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

<PAGE>

                          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.

<PAGE>

             (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

<PAGE>

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.

<PAGE>

         Article XI of the Company'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
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  

<PAGE>

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  

<PAGE>

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
                  predecessor entity of a corporation in a merger or
                  other transaction in which the predecessor's existence
                  ceased upon consummation of the transaction.

             (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.

<PAGE>

           (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 an 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.

<PAGE>

         (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 

<PAGE>

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

<PAGE>

         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 

<PAGE>

									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.

<PAGE>

         (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 Form S-8 are listed in the accompanying
Index to Exhibits.

Item 9.  Undertakings.

         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 or Form
         S-8, 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>

         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.

         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 10, 1994.

                                          CONE MILLS CORPORATION


Date:  May 10, 1994                  By:  J. Patrick Danahy      
                                               J. Patrick Danahy
                                               President and Chief
                                               Executive Officer


                              POWER OF ATTORNEY

         Each officer or director whose signature appears below hereby
appoints J. Patrick Danahy and John L. Bakane, 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 on May 10, 1994.

<TABLE>
<S>                    <C>                        <C> 
     Signature                  Title                   Date     




 Dewey L. Trogdon       Chairman of the Board       May 10, 1994 
(Dewey L. Trogdon)



 J. Patrick Danahy      Director, President and     May 10, 1994 
(J. Patrick Danahy)     Chief Executive Officer
                                      (Principal Executive Officer)


   John L. Bakane       Director, Vice President    May 10, 1994 
  (John L. Bakane)      and Chief Financial Officer
                                      (Principal Financial Officer)


 Richard S. Vetack            Director              May 10, 1994 
(Richard S. Vetack)



 Bud W. Willis, III           Director              May 10, 1994 
(Bud W. Willis, III)

<PAGE>

     Signature                  Title                   Date     



   Doris R. Bray              Director              May 10, 1994 
  (Doris R. Bray)



 Leslie W. Gaulden            Director              May 10, 1994 
(Leslie W. Gaulden)



 Jeanette C. Kimmel           Director              May 10, 1994 
(Jeanette C. Kimmel)



  Charles M. Reid             Director              May 10, 1994 
 (Charles M. Reid)



 John W. Rosenblum            Director              May 10, 1994 
(John W. Rosenblum



 J. D. Holder           Controller (Principal       May 10, 1994 
(J. D. Holder)          Accounting Officer)

<PAGE>


                                  EXHIBITS


<PAGE>

                              INDEX TO EXHIBITS


Exhibit                                                Sequential
No.          DESCRIPTION                               Page No.  

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

* 4.2        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).

* 4.3        Note Agreement dated as of August 13,
             1992, between Cone Mills Corporation
             and The Prudential Insurance Company of
             America, with form of 8% promissory
             note attached, filed as Exhibit 4.01 to
             the Registrant's report on Form 8-K
             dated August 13, 1992.

* 4.4        Credit Agreement dated as of August 13,
             1992, among Cone Mills Corporation, the
             banks listed therein and Morgan
             Guaranty Trust Company of New York, as
             Agent, with form of note attached,
             filed as Exhibit 4.02 to the
             Registrant's report on Form 8-K dated
             August 13, 1992.

* 4.5        Specimen Class A Preferred Stock
             Certificate, filed as Exhibit 4.5 to
             the Registrant's Registration Statement
             on Form S-1 (File No. 33-46907).

* 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).


<PAGE>

Exhibit                                               Sequential 
No.                                                   Page No.  
* 4.7        Registration rights agreement dated 
             as of March 30, 1992, among the
             Registrant and the shareholders
             listed therein, filed as Exhibits
             4.8 to the Registrant's Registration
             Statement on Form S-1 (File No.
             33-46907).

* 4.8        The 401(k) Program (formerly the  
             Supplemental Retirement Program) of 
             Registrant, amended and restated
             effective January 1, 1994, filed as 
             Exhibit 4.9 to the  Registrant's
             Registration Statement on Form S-8
             (File Nos. 33-51951 and 33-51953).

* 4.9        Amended and Restated Employee Equity
             Plan Trust Agreement of Registrant, 
             dated as of August 20, 1992, filed
             as Exhibit 4.3 to Registrant's
             report on Form 10-K for the year
             ended January 3, 1993.

* 4.10       Amended and Restated Trust Agreement
             for the Registrant's 1983 ESOP dated
             as of August 20, 1992, filed as
             Exhibit 4.13 to the Registrant's
             report on Form 10-K for the year
             ended January 3, 1993.

* 4.11       Cone Mills Corporation 1983 ESOP as 
             amended and restated effective March
             1, 1993, filed as Exhibit 4.9 to
             Registrant's report on Form 10-K for
             the year ended January 2, 1994.

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

23.1         Consent of Neil W. Koonce, Esq.
             contained in the Opinion, filed as
             Exhibit 5 hereto.

23.2         Consent of Robinson, Bradshaw &
                            Hinson, P.A.


<PAGE>


Exhibit                                               Sequential
No.                                                   Page No.  

23.3         Consent of McGladery & Pullen,
             independent auditor.

*99.1        Cone Mills Corporation 1994 Stock
             Option Plan for Non-Employee 
             Directors filed as Exhibit 10.9 to
             the Registrant's report on Form 10-K
             for the year ended January 2, 1994.

*99.2        Form of Non-Qualified Stock Option
             Agreement under 1994 Stock Option
             Plan for Non-Employee Directors of
             Registrant filed as Exhibit 10.10 to
             Registrant's report on Form 10-K for
             the year ended January 2, 1994.

                  

*Incorporated by reference to the statement or
report indicated.

<PAGE>


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 48779}]
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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 Issuer as specified in its charter)

   North Carolina                             56-0367025      
(State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)           Identification No.)

                                     
                             1201 Maple Street
                     Greensboro, North Carolina  27405          
     (Address of Principal Executive Offices)     (Zip Code)

                          CONE MILLS CORPORATION
             1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                         (Full title of the plan)

                      TERRY L. WEATHERFORD, SECRETARY
                          Cone Mills Corporation
                             1201 Maple Street
                     Greensboro, North Carolina  27405 
                  (Name and Address of agent for service)

                                (910) 379-6246                      
       (Telephone Number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

            Proposed       Proposed
Title of    Maximum        Maximum
Securities                 Offering   Aggregate
to be    Amount to be      Price      Offering    Amount of
Registered  Registered     Per Share* Price*      Registration Fee

Common Stock,
par value
$.10 per 100,000           $12.8125   $1,287,500     $441.81*
share    shares

         *Pursuant to Rule 457(h), the average of the high and low prices
of the Common Stock as reported on the New York Stock Exchange on
May 16, 1994, has been used to calculate the amount of the
registration fee.
This Registration Statement on Form S-8 covers 100,000 shares of
the Common Stock, par value $.10 per share, (the "Common Stock") of 
Cone Mills Corporation (the "Registrant") issuable upon exercise of 
options to be granted under the Registrant's 1994 Stock Option Plan 
for Non-Employee Directors (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 (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 January 2, 1994
             (dated March 23, 1994).

             b)   the Quarterly Report on Form 10-Q of Cone Mills
             Corporation for the quarter ended April 3, 1994 (dated May
             18, 1994).

             c)   the description of the Common Stock of the Company set
             forth under "Item 1. Description of Registrant's Securities
             to be Registered" in the Company's Amendment No. 1 on Form
             8 to its Registration Statement on Form 8-A with respect to
             the Common Stock, File No. 1-3634 (dated June 17, 1992).

         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 and General Counsel for the Company.

Item 6.  Indemnification of Directors and Officers.

         Article 6 of the Company'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 Company'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
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
                  predecessor entity of a corporation in a merger or
                  other transaction in which the predecessor's existence
                  ceased upon consummation of the transaction.

             (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 an 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 Form S-8 are listed in the accompanying
Index to Exhibits.

Item 9.  Undertakings.

         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 or Form
         S-8, 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.
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.

         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 10, 1994.

                                          CONE MILLS CORPORATION

Date:  May 10, 1994                  By:  J. Patrick Danahy      
                                               J. Patrick Danahy
                                               President and Chief
                                               Executive Officer

                              POWER OF ATTORNEY

         Each officer or director whose signature appears below hereby
appoints J. Patrick Danahy and John L. Bakane, 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 on May 10, 1994.
Signature                  Title                   Date     

 Dewey L. Trogdon       Chairman of the Board       May 10, 1994 
(Dewey L. Trogdon)

 J. Patrick Danahy      Director, President and     May 10, 1994 
(J. Patrick Danahy)     Chief Executive Officer
                                      (Principal Executive Officer)

   John L. Bakane       Director, Vice President    May 10, 1994 
  (John L. Bakane)      and Chief Financial Officer
                                      (Principal Financial Officer)

 Richard S. Vetack            Director              May 10, 1994 
(Richard S. Vetack)

 Bud W. Willis, III           Director              May 10, 1994 
(Bud W. Willis, III)
Signature                  Title                   Date     

   Doris R. Bray              Director              May 10, 1994 
  (Doris R. Bray)

 Leslie W. Gaulden            Director              May 10, 1994 
(Leslie W. Gaulden)

 Jeanette C. Kimmel           Director              May 10, 1994 
(Jeanette C. Kimmel)

  Charles M. Reid             Director              May 10, 1994 
 (Charles M. Reid)

 John W. Rosenblum            Director              May 10, 1994 
(John W. Rosenblum

 J. D. Holder           Controller (Principal       May 10, 1994 
(J. D. Holder)          Accounting Officer)
EXHIBITS
INDEX TO EXHIBITS

Exhibit                                                Sequential
No.          DESCRIPTION                               Page No.  

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

* 4.2        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).

* 4.3        Note Agreement dated as of August 13,
             1992, between Cone Mills Corporation
             and The Prudential Insurance Company of
             America, with form of 8% promissory
             note attached, filed as Exhibit 4.01 to
             the Registrant's report on Form 8-K
             dated August 13, 1992.

* 4.4        Credit Agreement dated as of August 13,
             1992, among Cone Mills Corporation, the
             banks listed therein and Morgan
             Guaranty Trust Company of New York, as
             Agent, with form of note attached,
             filed as Exhibit 4.02 to the
             Registrant's report on Form 8-K dated
             August 13, 1992.

* 4.5        Specimen Class A Preferred Stock
             Certificate, filed as Exhibit 4.5 to
             the Registrant's Registration Statement
             on Form S-1 (File No. 33-46907).

* 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).
Exhibit                                               Sequential 
No.                                                   Page No.  
* 4.7        Registration rights agreement dated 
             as of March 30, 1992, among the
             Registrant and the shareholders
             listed therein, filed as Exhibits
             4.8 to the Registrant's Registration
             Statement on Form S-1 (File No.
             33-46907).

* 4.8        The 401(k) Program (formerly the  
             Supplemental Retirement Program) of 
             Registrant, amended and restated
             effective January 1, 1994, filed as 
             Exhibit 4.9 to the  Registrant's
             Registration Statement on Form S-8
             (File Nos. 33-51951 and 33-51953).

* 4.9        Amended and Restated Employee Equity
             Plan Trust Agreement of Registrant, 
             dated as of August 20, 1992, filed
             as Exhibit 4.3 to Registrant's
             report on Form 10-K for the year
             ended January 3, 1993.

* 4.10       Amended and Restated Trust Agreement
             for the Registrant's 1983 ESOP dated
             as of August 20, 1992, filed as
             Exhibit 4.13 to the Registrant's
             report on Form 10-K for the year
             ended January 3, 1993.

* 4.11       Cone Mills Corporation 1983 ESOP as 
             amended and restated effective March
             1, 1993, filed as Exhibit 4.9 to
             Registrant's report on Form 10-K for
             the year ended January 2, 1994.

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

23.1         Consent of Neil W. Koonce, Esq.
             contained in the Opinion, filed as
             Exhibit 5 hereto.

23.2         Consent of Robinson, Bradshaw &
                            Hinson, P.A.
Exhibit                                               Sequential
No.                                                   Page No.  

23.3         Consent of McGladery & Pullen,
             independent auditor.

*99.1        Cone Mills Corporation 1994 Stock
             Option Plan for Non-Employee 
             Directors filed as Exhibit 10.9 to
             the Registrant's report on Form 10-K
             for the year ended January 2, 1994.

*99.2        Form of Non-Qualified Stock Option
             Agreement under 1994 Stock Option
             Plan for Non-Employee Directors of
             Registrant filed as Exhibit 10.10 to
             Registrant's report on Form 10-K for
             the year ended January 2, 1994.

                  

*Incorporated by reference to the statement or
report indicated.