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

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

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

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

                  3101 N. Elm Street, Greensboro, NC 27415-6540
                  ---------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             CONE MILLS CORPORATION
             2000 STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
             -------------------------------------------------------
                            (Full Title of the Plan)

          Neil W. Koonce, Vice President, General Counsel and Secretary
                             Cone Mills Corporation
                               3101 N. Elm Street
                            Greensboro, NC 27415-6540
                     (Name and address of agent for service)

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                 Proposed            Proposed
                                                 Maximum             Maximum        Amount of
         Title of                 Amount to be   offering price      Aggregate      registration
  securities to be registered     registered     per Share*          Price*         fee
-----------------------------     ------------   --------------      ----------     --------------
<S>                               <C>            <C>                 <C>             <C>
common stock, par value           300,000        $5.84375            $1,753,125      $462.83*
$.10 per share                    Shares

</TABLE>

*Pursuant to Rule  457(h),  the average of the high and low prices of Cone Mills
Corporation's  Common  Stock as  reported  on the New  York  Stock  Exchange  on
May 12, 2000, have been used to calculate the amount of the registration fee.


<PAGE>


         This Registration Statement on Form S-8 covers 300,000 shares of common
stock, par value $.10 per share,  (the "Common Stock") of Cone Mills Corporation
(the "Registrant") issuable pursuant to the terms of the Registrant's 2000 Stock
Compensation Plan For Non-Employee  Directors (the "Plan") as compensation to a
director of the  Registrant  who is eligible to receive  compensation  under the
Plan for service as a director.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to participants in the Registrant's Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         a) the Annual Report on Form 10-K of Cone Mills Corporation for the
fiscal year ended January 2, 2000.

         b) the Quarterly Report on Form 10-Q of Cone Mills  Corporation for
the quarter ended April 2, 2000.

         c) the  description of the Common Stock of the Registrant  contained in
Amendment No. 1 on Form 8 to the  Registration  Statement on Form 8-A dated June
17,  1992 of Cone Mills  Corporation  filed  pursuant  to Section  12(b) of the
Exchange Act; the  Registration  Statement on Form 8-A dated October 29, 1999 of
Cone Mills  Corporation,  filed  pursuant to Section  12(b) of the Exchange Act,
which contains a description of certain rights relating to the Common Stock; and
any  amendment  or report filed for the purpose of updating  such  descriptions,
including,  without limitation,  the Quarterly Report on Form 10-Q of Cone Mills
Corporation for the quarter ended April 2, 2000.

         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

                                       2


<PAGE>



indicates that all shares of the Common Stock issuable pursuant to the Plan have
been issued or which  deregisters any shares then remaining  unissued,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents.

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

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------
     Legal matters in connection  with the securities  registered  hereunder are
being passed upon for the Registrant by Neil W. Koonce,  Esq.,  Vice  President,
General Counsel and Secretary for the Registrant.

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

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

                           Article 6. INDEMNIFICATION

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

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

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

                                       3


<PAGE>


         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

                                       4


<PAGE>



                  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
                                       5


<PAGE>



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

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

                           Article XI. INDEMNIFICATION

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

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

                                       6

<PAGE>

 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:
                                       7

<PAGE>

                      CH. 55 N.C. BUSINESS CORPORATION ACT

Part 5.  Indemnification.

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

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

         (b) Definitions in this Part:

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

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

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

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

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

                  (5) "Official capacity" means: (i) when used with respect to a
         director,  the office of director in a corporation;  and (ii) when used
         with respect to an individual other than a director, as contemplated in
         G.S.  55-8-56,  the office in a corporation  held by the officer

                                       8

<PAGE>

        or the employment or agency relationship undertaken by the employee or
        agent on behalf of the  corporation.  "Official  capacity" does not
        include service for any other foreign or domestic  corporation  or any
        partnership, joint venture, trust, employee benefit plan, or other
        enterprise.

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

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

Section 55-8-51.  Authority to Indemnify.

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

                  (1)  He conducted himself in good faith; and

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

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

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

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

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

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

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

                                       9

<PAGE>

         (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.
                                       10


<PAGE>



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

                                       11


<PAGE>



                  (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

                                       12


<PAGE>



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

                                       13

<PAGE>

                         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.

                                       14


<PAGE>




                                   SIGNATURES

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

                                            CONE MILLS CORPORATION

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

                                POWER OF ATTORNEY

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

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

Signature                  Title                              Date
---------                  -----                              ----

/s/ Dewey L. Trogdon  Chairman of the Board              May 15, 2000
--------------------
(Dewey L. Trogdon)


/s/ John L. Bakane    Director, President and            May 15, 2000
------------------    Chief Executive Officer
(John L. Bakane)     (Principal Executive Officer)

Gary L. Smith         Executive Vice President           May 15, 2000
--------------        and Chief Financial Officer
(Gary L. Smith)      (Principal Financial Officer)

/s/ Doris R. Bray          Director                      May 15, 2000
-----------------
(Doris R. Bray)

                                       15
<PAGE>


/s/ Haynes G. Griffin      Director                      May 15, 2000
---------------------
(Haynes G. Griffin)

/s/ Bruce H. Hendry        Director                      May 15, 2000
-------------------
(Bruce H. Hendry)

/s/Jeanette C. Kimmel      Director                      May 15, 2000
---------------------
(Jeanette C. Kimmel)

/s/David T. Kollat         Director                      May 15, 2000
------------------
(David T. Kollat)

                           Director                      May __, 2000
------------------
(Marc H. Kozberg)

/s/ Charles M. Reid        Director                      May 15, 2000
-------------------
(Charles M. Reid)

/s/ John W. Rosenblum      Director                      May 15, 2000
---------------------
(John W. Rosenblum)

/s/ Cyrus C. Wilson        Director                      May 15, 2000
-------------------
(Cyrus C. Wilson)

/s/ Christopher F. Conlon  Controller (Principal         May 15, 2000
-------------------------
(Christopher F. Conlon)    Accounting Officer)

                                       16

<PAGE>



                                    EXHIBITS

                                INDEX TO EXHIBITS
Exhibit
No.             DESCRIPTION

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

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

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

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

*4.3            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.

*4.3(a)         Letter  Agreement dated September 11, 1992,  amending
                the Note Agreement dated August 13, 1992, between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.2 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(b)         Letter Agreement dated July 19, 1993, amending the
                Note Agreement dated August 13, 1992, between the

                                       17
<PAGE>



Exhibit
No.             DESCRIPTION

                Registrant  and the Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.3 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(c)         Letter  Agreement  dated June 30, 1994,  amending the
                Note  Agreement  dated August 13,  1992,  between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.4 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(d)         Letter  Agreement  dated November 14, 1994,  amending
                the Note Agreement dated August 13, 1992, between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.5 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(e)         Letter Agreement dated as of June 30, 1995,  amending
                the Note Agreement dated August 13, 1992, between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as Exhibit 4.3(e) to the Registrant's
                report on Form  10-Q for the  quarter  ended  July 2,
                1995.

*4.3(f)         Letter  Agreement dated as of June 30, 1995,  between
                the Registrant and The Prudential  Insurance  Company
                of American  superseding  Letter Agreement,  filed as
                Exhibit  4.3(e)  to the  Registrant's  report on Form
                10-Q for the quarter ended July 2, 1995.

*4.3(g)         Letter Agreement dated as of March 30, 1996,  between
                the Registrant and The Prudential  Insurance  Company
                of   America,   filed  as   Exhibit   4.3(g)  to  the
                Registrant's  report  on Form  10-Q  for the  quarter
                ended March 31, 1996.

*4.3(h)         Letter  Agreement  dated  as  of  January  31,  1997,
                between the Registrant  and The Prudential  Insurance
                Company of  America,  filed as Exhibit  4.3(h) to the
                Registrant's  report on Form 10-K for the year  ended
                December 29, 1996.

*4.3(i)         Letter Agreement dated as of July 31, 1997, between

                                       18

<PAGE>



Exhibit
No.             DESCRIPTION

                the Registrant and The Prudential  Insurance  Company
                of   America,   filed  as   Exhibit   4.3(i)  to  the
                Registrant's  report  on Form  10-Q  for the  quarter
                ended September 28, 1997.

*4.3(j)         Modification  to Note Agreement  dated as of February
                14, 1998,  between the  Registrant and The Prudential
                Insurance Company of America, filed as Exhibit 4.3(j)
                to  Registrant's  report on Form 10-Q for the quarter
                ended March 29, 1998.

*4.3(k)         Letter  Agreement  dated  as of  September  1,  1999,
                amending  the Note  Agreement  dated August 13, 1992,
                between the Registrant  and The Prudential  Insurance
                Company of America,  filed as Exhibit  4.3(i) on Form
                10-Q for the quarter ended October 3, 1999.

*4.3(l)         Amendment of 1992 Note Agreement  dated as of January
                28, 2000, by and among Cone Mills Corporation and The
                Prudential  Insurance  Company of  America,  together
                with all exhibits thereto,  filed as Exhibit 9 to the
                Registrant's  report on Form 8-K dated  February  11,
                2000.

* 4.4           Credit Agreement dated as of January 28, 2000,
                by and among Cone Mills Corporation, as Borrower,
                Bank of America, N.A., as Agent and as Lender and
                the Lenders party thereto from time to time, together
                with all exhibits thereto, filed as Exhibit 1 to the
                Registrant's report on Form 8-K dated February 11,
                2000.

*4.4(a)         Guaranty Agreement dated as of January 28, 2000,
                made by Cone Global Finance Corporation, CIPCO
                S.C., Inc. and Cone Foreign Trading LLC in favor of
                Bank of America, N.A. as Revolving Credit Agent for
                the Lenders.  The Prudential Insurance Company of
                America, SunTrust Bank, Morgan Guaranty Trust
                Company of New York, Wilmington Trust Company,
                as General Collateral Agent, Bank of America, N.A.,
                as Priority Collateral Agent, and Atlantic Financial
                Group, Ltd., together with all exhibits thereto, filed as

                                       19

<PAGE>



Exhibit
No.             DESCRIPTION

                Exhibit  2 to the  Registrant's  report  on Form  8-K
                dated February 11, 2000.

*4.4(b)         Priority  Security  Agreement dated as of January 28,
                2000,  by Cone Mills  Corporation  and certain of its
                subsidiaries, as Grantors, and Bank of America, N.A.,
                as  Priority  Collateral  Agent,  together  with  all
                exhibits   thereto,   filed  as   Exhibit  3  to  the
                Registrant's  report on Form 8-K dated  February  11,
                2000.

*4.4(c)         General Security Agreement dated as of January 28,
                2000, by Cone Mills Corporation and certain of its
                subsidiaries, as Grantors, and Wilmington Trust
                Company, as General Collateral Agent, together with
                all exhibits thereto, filed as Exhibit 4 to the
                Registrant's report on Form 8-K dated February 11,
                2000.

*4.4(d)         Securities  Pledge  Agreement dated as of January 28,
                2000,   by  Cone  Mills   Corporation   in  favor  of
                Wilmington  Trust  Company,   as  General  Collateral
                Agent,  together with all exhibits thereto,  filed as
                Exhibit  5 to the  Registrant's  report  on Form  8-K
                dated February 11, 2000.

*4.4(e)         CMM Pledge Agreement dated as of January 28, 2000, by
                Cone Mills  Corporation in favor of Wilmington  Trust
                Company,  as General Collateral Agent,  together with
                all  exhibits  thereto,  filed  as  Exhibit  6 to the
                Registrant's  Report on Form 8-K dated  February  11,
                2000.

*4.4(f)         Deed of Trust, Security Agreement, Fixture Filing,
                Assignment of Lease and Rents and Financing
                Statement dated as of January 28, 2000, between Cone
                Mills Corporation, as Grantor, TIM, Inc., as Trustee,
                Wilmington Trust Company, as General Collateral
                Agent, and Bank of America, N.A., as Designated
                Collateral Subagent, together with all exhibits thereto,
                filed as Exhibit 7 to the Registrant's report on Form 8-
                K dated February 11, 2000.

                                       20


<PAGE>



Exhibit
No.             DESCRIPTION

*4.4(g)         Deed of Trust, Security Agreement, Fixture Filing,
                Assignment of Lease and Rents and Financing
                Statement dated as of January 28, 2000, between Cone
                Mills Corporation, as Grantor, TIM, Inc., as Trustee,
                and Bank of America, N.A., as Priority Collateral
                Agent, together with all exhibits thereto, filed as
                Exhibit 8 to the Registrant's report on Form 8-K dated
                February 11, 2000.


*4.4(h)         Termination  Agreement  dated as of January 28, 2000,
                between  the  Registrant  and Morgan  Guaranty  Trust
                Company  of New  York,  as Agent  for  various  banks
                terminating the Credit Agent dated August 7, 1997.

* 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).

* 4.7           Cone Mills Corporation 1983 ESOP as amended and
                restated effective December 1, 1994, filed as Exhibit
                4.9 to the Registrant's report on Form 10-K for the year
                ended January 1, 1995.

*4.7(a)         First  Amendment to the Cone Mills  Corporation  1983
                ESOP  dated May 9, 1995,  filed as Exhibit  4.9(a) to
                the  Registrant's  report  on Form  10-K for the year
                ended December 31, 1995.

*4.7(b)         Second  Amendment to the Cone Mills  Corporation 1983
                ESOP dated December 5, 1995,  filed as Exhibit 4.9(b)
                to the Registrant's  report on Form 10-K for the year
                ended December 31, 1995.

*4.7(c)         Third  Amendment to the Cone Mills  Corporation  1983
                ESOP dated August 7, 1997, filed as Exhibit 4.8(c) to
                the Registrant's report on Form 10-Q for the quarter

                                       21
<PAGE>


Exhibit
No.             DESCRIPTION

                ended September 28, 1997.


*4.7(d)         Fourth  Amendment to the Cone Mills  Corporation 1983
                ESOP dated December 4, 1997,  filed as Exhibit 4.8(d)
                to the Registrant's  report on Form 10-K for the year
                ended December 28, 1997.

*4.8            Indenture dated as of February 14, 1995, between
                Cone Mills Corporation and Wachovia Bank of
                North Carolina, N.A. as Trustee (Bank of New York
                is successor Trustee), filed as Exhibit 4.1 to
                Registrant's Registration Statement on Form S-3 (File
                No. 33-57713).

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 McGladrey & Pullen, LLP, independent
                auditor.

*99.1           Cone Mills  Corporation 2000 Stock  Compensation Plan
                for Non-Employee Directors, Filed as Exhibit 10.18 to
                the Registrant's  report on Form 10-Q for the quarter
                ended April 2, 2000.

-------------------
*Incorporated by reference to the statement or report indicated.

                                       22
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -------------------------------

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

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

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

                  3101 N. Elm Street, Greensboro, NC 27415-6540
                  ---------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             CONE MILLS CORPORATION
             2000 STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
             -------------------------------------------------------
                            (Full Title of the Plan)

          Neil W. Koonce, Vice President, General Counsel and Secretary
                             Cone Mills Corporation
                               3101 N. Elm Street
                            Greensboro, NC 27415-6540
                     (Name and address of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                                                 Maximum             Maximum        Amount of
         Title of                 Amount to be   offering price      Aggregate      registration
  securities to be registered     registered     per Share*          Price*         fee
-----------------------------     ------------   --------------      ----------     --------------
common stock, par value           300,000        $5.84375            $1,753,125      $462.83*
$.10 per share                    Shares
*Pursuant to Rule  457(h),  the average of the high and low prices of Cone Mills
Corporation's  Common  Stock as  reported  on the New  York  Stock  Exchange  on
May 12, 2000, have been used to calculate the amount of the registration fee.
This Registration Statement on Form S-8 covers 300,000 shares of common
stock, par value $.10 per share,  (the "Common Stock") of Cone Mills Corporation
(the "Registrant") issuable pursuant to the terms of the Registrant's 2000 Stock
Compensation Plan For Non-Employee  Directors (the "Plan") as compensation to a
director of the  Registrant  who is eligible to receive  compensation  under the
Plan for service as a director.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to participants in the Registrant's Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         a) the Annual Report on Form 10-K of Cone Mills Corporation for the
fiscal year ended January 2, 2000.

         b) the Quarterly Report on Form 10-Q of Cone Mills  Corporation for
the quarter ended April 2, 2000.

         c) the  description of the Common Stock of the Registrant  contained in
Amendment No. 1 on Form 8 to the  Registration  Statement on Form 8-A dated June
17,  1992 of Cone Mills  Corporation  filed  pursuant  to Section  12(b) of the
Exchange Act; the  Registration  Statement on Form 8-A dated October 29, 1999 of
Cone Mills  Corporation,  filed  pursuant to Section  12(b) of the Exchange Act,
which contains a description of certain rights relating to the Common Stock; and
any  amendment  or report filed for the purpose of updating  such  descriptions,
including,  without limitation,  the Quarterly Report on Form 10-Q of Cone Mills
Corporation for the quarter ended April 2, 2000.

         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

                                       2
indicates that all shares of the Common Stock issuable pursuant to the Plan have
been issued or which  deregisters any shares then remaining  unissued,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents.

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

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------
     Legal matters in connection  with the securities  registered  hereunder are
being passed upon for the Registrant by Neil W. Koonce,  Esq.,  Vice  President,
General Counsel and Secretary for the Registrant.

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

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

                           Article 6. INDEMNIFICATION

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

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

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

                                       3
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

                                       4
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
                                       5
who is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power, pursuant to law or pursuant to this Article,
to indemnify him against such liability.

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

                           Article XI. INDEMNIFICATION

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

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

                                       6
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:
                                       7
CH. 55 N.C. BUSINESS CORPORATION ACT

Part 5.  Indemnification.

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

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

         (b) Definitions in this Part:

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

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

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

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

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

                  (5) "Official capacity" means: (i) when used with respect to a
         director,  the office of director in a corporation;  and (ii) when used
         with respect to an individual other than a director, as contemplated in
         G.S.  55-8-56,  the office in a corporation  held by the officer

                                       8
or the employment or agency relationship undertaken by the employee or
        agent on behalf of the  corporation.  "Official  capacity" does not
        include service for any other foreign or domestic  corporation  or any
        partnership, joint venture, trust, employee benefit plan, or other
        enterprise.

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

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

Section 55-8-51.  Authority to Indemnify.

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

                  (1)  He conducted himself in good faith; and

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

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

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

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

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

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

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

                                       9
(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.
                                       10
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

                                       11
(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

                                       12
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

                                       13
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.

                                       14
SIGNATURES

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

                                            CONE MILLS CORPORATION

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

                                POWER OF ATTORNEY

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

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

Signature                  Title                              Date
---------                  -----                              ----

/s/ Dewey L. Trogdon  Chairman of the Board              May 15, 2000
--------------------
(Dewey L. Trogdon)

/s/ John L. Bakane    Director, President and            May 15, 2000
------------------    Chief Executive Officer
(John L. Bakane)     (Principal Executive Officer)

Gary L. Smith         Executive Vice President           May 15, 2000
--------------        and Chief Financial Officer
(Gary L. Smith)      (Principal Financial Officer)

/s/ Doris R. Bray          Director                      May 15, 2000
-----------------
(Doris R. Bray)

                                       15
/s/ Haynes G. Griffin      Director                      May 15, 2000
---------------------
(Haynes G. Griffin)

/s/ Bruce H. Hendry        Director                      May 15, 2000
-------------------
(Bruce H. Hendry)

/s/Jeanette C. Kimmel      Director                      May 15, 2000
---------------------
(Jeanette C. Kimmel)

/s/David T. Kollat         Director                      May 15, 2000
------------------
(David T. Kollat)

                           Director                      May __, 2000
------------------
(Marc H. Kozberg)

/s/ Charles M. Reid        Director                      May 15, 2000
-------------------
(Charles M. Reid)

/s/ John W. Rosenblum      Director                      May 15, 2000
---------------------
(John W. Rosenblum)

/s/ Cyrus C. Wilson        Director                      May 15, 2000
-------------------
(Cyrus C. Wilson)

/s/ Christopher F. Conlon  Controller (Principal         May 15, 2000
-------------------------
(Christopher F. Conlon)    Accounting Officer)

                                       16
EXHIBITS

                                INDEX TO EXHIBITS
Exhibit
No.             DESCRIPTION

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

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

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

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

*4.3            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.

*4.3(a)         Letter  Agreement dated September 11, 1992,  amending
                the Note Agreement dated August 13, 1992, between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.2 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(b)         Letter Agreement dated July 19, 1993, amending the
                Note Agreement dated August 13, 1992, between the

                                       17
Exhibit
No.             DESCRIPTION

                Registrant  and the Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.3 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(c)         Letter  Agreement  dated June 30, 1994,  amending the
                Note  Agreement  dated August 13,  1992,  between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.4 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(d)         Letter  Agreement  dated November 14, 1994,  amending
                the Note Agreement dated August 13, 1992, between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as  Exhibit  4.5 to the  Registrant's
                report on Form 8-K dated March 1, 1995.

*4.3(e)         Letter Agreement dated as of June 30, 1995,  amending
                the Note Agreement dated August 13, 1992, between the
                Registrant  and The Prudential  Insurance  Company of
                America,  filed as Exhibit 4.3(e) to the Registrant's
                report on Form  10-Q for the  quarter  ended  July 2,
                1995.

*4.3(f)         Letter  Agreement dated as of June 30, 1995,  between
                the Registrant and The Prudential  Insurance  Company
                of American  superseding  Letter Agreement,  filed as
                Exhibit  4.3(e)  to the  Registrant's  report on Form
                10-Q for the quarter ended July 2, 1995.

*4.3(g)         Letter Agreement dated as of March 30, 1996,  between
                the Registrant and The Prudential  Insurance  Company
                of   America,   filed  as   Exhibit   4.3(g)  to  the
                Registrant's  report  on Form  10-Q  for the  quarter
                ended March 31, 1996.

*4.3(h)         Letter  Agreement  dated  as  of  January  31,  1997,
                between the Registrant  and The Prudential  Insurance
                Company of  America,  filed as Exhibit  4.3(h) to the
                Registrant's  report on Form 10-K for the year  ended
                December 29, 1996.

*4.3(i)         Letter Agreement dated as of July 31, 1997, between

                                       18
Exhibit
No.             DESCRIPTION

                the Registrant and The Prudential  Insurance  Company
                of   America,   filed  as   Exhibit   4.3(i)  to  the
                Registrant's  report  on Form  10-Q  for the  quarter
                ended September 28, 1997.

*4.3(j)         Modification  to Note Agreement  dated as of February
                14, 1998,  between the  Registrant and The Prudential
                Insurance Company of America, filed as Exhibit 4.3(j)
                to  Registrant's  report on Form 10-Q for the quarter
                ended March 29, 1998.

*4.3(k)         Letter  Agreement  dated  as of  September  1,  1999,
                amending  the Note  Agreement  dated August 13, 1992,
                between the Registrant  and The Prudential  Insurance
                Company of America,  filed as Exhibit  4.3(i) on Form
                10-Q for the quarter ended October 3, 1999.

*4.3(l)         Amendment of 1992 Note Agreement  dated as of January
                28, 2000, by and among Cone Mills Corporation and The
                Prudential  Insurance  Company of  America,  together
                with all exhibits thereto,  filed as Exhibit 9 to the
                Registrant's  report on Form 8-K dated  February  11,
                2000.

* 4.4           Credit Agreement dated as of January 28, 2000,
                by and among Cone Mills Corporation, as Borrower,
                Bank of America, N.A., as Agent and as Lender and
                the Lenders party thereto from time to time, together
                with all exhibits thereto, filed as Exhibit 1 to the
                Registrant's report on Form 8-K dated February 11,
                2000.

*4.4(a)         Guaranty Agreement dated as of January 28, 2000,
                made by Cone Global Finance Corporation, CIPCO
                S.C., Inc. and Cone Foreign Trading LLC in favor of
                Bank of America, N.A. as Revolving Credit Agent for
                the Lenders.  The Prudential Insurance Company of
                America, SunTrust Bank, Morgan Guaranty Trust
                Company of New York, Wilmington Trust Company,
                as General Collateral Agent, Bank of America, N.A.,
                as Priority Collateral Agent, and Atlantic Financial
                Group, Ltd., together with all exhibits thereto, filed as

                                       19
Exhibit
No.             DESCRIPTION

                Exhibit  2 to the  Registrant's  report  on Form  8-K
                dated February 11, 2000.

*4.4(b)         Priority  Security  Agreement dated as of January 28,
                2000,  by Cone Mills  Corporation  and certain of its
                subsidiaries, as Grantors, and Bank of America, N.A.,
                as  Priority  Collateral  Agent,  together  with  all
                exhibits   thereto,   filed  as   Exhibit  3  to  the
                Registrant's  report on Form 8-K dated  February  11,
                2000.

*4.4(c)         General Security Agreement dated as of January 28,
                2000, by Cone Mills Corporation and certain of its
                subsidiaries, as Grantors, and Wilmington Trust
                Company, as General Collateral Agent, together with
                all exhibits thereto, filed as Exhibit 4 to the
                Registrant's report on Form 8-K dated February 11,
                2000.

*4.4(d)         Securities  Pledge  Agreement dated as of January 28,
                2000,   by  Cone  Mills   Corporation   in  favor  of
                Wilmington  Trust  Company,   as  General  Collateral
                Agent,  together with all exhibits thereto,  filed as
                Exhibit  5 to the  Registrant's  report  on Form  8-K
                dated February 11, 2000.

*4.4(e)         CMM Pledge Agreement dated as of January 28, 2000, by
                Cone Mills  Corporation in favor of Wilmington  Trust
                Company,  as General Collateral Agent,  together with
                all  exhibits  thereto,  filed  as  Exhibit  6 to the
                Registrant's  Report on Form 8-K dated  February  11,
                2000.

*4.4(f)         Deed of Trust, Security Agreement, Fixture Filing,
                Assignment of Lease and Rents and Financing
                Statement dated as of January 28, 2000, between Cone
                Mills Corporation, as Grantor, TIM, Inc., as Trustee,
                Wilmington Trust Company, as General Collateral
                Agent, and Bank of America, N.A., as Designated
                Collateral Subagent, together with all exhibits thereto,
                filed as Exhibit 7 to the Registrant's report on Form 8-
                K dated February 11, 2000.

                                       20
Exhibit
No.             DESCRIPTION

*4.4(g)         Deed of Trust, Security Agreement, Fixture Filing,
                Assignment of Lease and Rents and Financing
                Statement dated as of January 28, 2000, between Cone
                Mills Corporation, as Grantor, TIM, Inc., as Trustee,
                and Bank of America, N.A., as Priority Collateral
                Agent, together with all exhibits thereto, filed as
                Exhibit 8 to the Registrant's report on Form 8-K dated
                February 11, 2000.

*4.4(h)         Termination  Agreement  dated as of January 28, 2000,
                between  the  Registrant  and Morgan  Guaranty  Trust
                Company  of New  York,  as Agent  for  various  banks
                terminating the Credit Agent dated August 7, 1997.

* 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).

* 4.7           Cone Mills Corporation 1983 ESOP as amended and
                restated effective December 1, 1994, filed as Exhibit
                4.9 to the Registrant's report on Form 10-K for the year
                ended January 1, 1995.

*4.7(a)         First  Amendment to the Cone Mills  Corporation  1983
                ESOP  dated May 9, 1995,  filed as Exhibit  4.9(a) to
                the  Registrant's  report  on Form  10-K for the year
                ended December 31, 1995.

*4.7(b)         Second  Amendment to the Cone Mills  Corporation 1983
                ESOP dated December 5, 1995,  filed as Exhibit 4.9(b)
                to the Registrant's  report on Form 10-K for the year
                ended December 31, 1995.

*4.7(c)         Third  Amendment to the Cone Mills  Corporation  1983
                ESOP dated August 7, 1997, filed as Exhibit 4.8(c) to
                the Registrant's report on Form 10-Q for the quarter

                                       21
Exhibit
No.             DESCRIPTION

                ended September 28, 1997.

*4.7(d)         Fourth  Amendment to the Cone Mills  Corporation 1983
                ESOP dated December 4, 1997,  filed as Exhibit 4.8(d)
                to the Registrant's  report on Form 10-K for the year
                ended December 28, 1997.

*4.8            Indenture dated as of February 14, 1995, between
                Cone Mills Corporation and Wachovia Bank of
                North Carolina, N.A. as Trustee (Bank of New York
                is successor Trustee), filed as Exhibit 4.1 to
                Registrant's Registration Statement on Form S-3 (File
                No. 33-57713).

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 McGladrey & Pullen, LLP, independent
                auditor.

*99.1           Cone Mills  Corporation 2000 Stock  Compensation Plan
                for Non-Employee Directors, Filed as Exhibit 10.18 to
                the Registrant's  report on Form 10-Q for the quarter
                ended April 2, 2000.

-------------------
*Incorporated by reference to the statement or report indicated.

                                       22