As of January 31, 1997 Cone Mills Corporation 3101 North Elm Street Greensboro, North Carolina 27408 Attn: Mr. David Bray, Treasurer Ms. Leesa Sluder, Director, Treasury Services Ladies and Gentlemen: Reference is made to the Note Agreement dated as...

FORM 10-K                                                                Page 40
Exhibit 4.3(h)
                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                          c/o Prudential Capital Group
                         Xxx Xxxxxxx Xxxxxx - 00xx Xxxxx
                           0-00 Xxxxxxx Xxxxxxxxx Xxxx
                         Xxxxxx, Xxx Xxxxxx 00000-00 1 1

                                                          As of January 31, 1997
Cone Xxxxx Corporation
0000 Xxxxx Xxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000

Attn:             Mr. Xxxxx Xxxx, Treasurer
                  Xx. Xxxxx Xxxxxx, Director, Treasury Services

Ladies and Gentlemen:

           Reference is made to the Note Agreement dated as of August 13, 1992,
as heretofore amended (the "Note Agreement") between Cone Xxxxx Corporation (the
"Company") and The Prudential Insurance Company of America ("Prudential").
Capitalized terms used and not otherwise defined in this letter have the same
meanings given those terms in the Note Agreement. Prudential and the Company
hereby agree that the Note Agreement shall be amended as follows:

1.        Paragraph 6A is hereby amended and restated to read in its
entirety as follows:

         "6A. RATINGS MAINTENANCE. The Company covenants that it
         will maintain a long term debt rating of either (i) not
         less than BBB- from Standard & Poor's Rating Group or (ii)
         not less than Baa3 from Xxxxx'x Investors Service, Inc."

2.       Except as amended herein, all of the terms, conditions and
obligations of the Note Agreement shall remain in full force and
effect.

         If you agree to these changes, please sign each copy of this letter
enclosed and return two of them to Prudential, at which time this letter shall
become a binding agreement as of the date first above written.
                                                    Very truly yours,

                                                    THE PRUDENTIAL INSURANCE
                                                    COMPANY OF AMERICA

                                                    By: /s/ Xxxxxx Xxxxxxxx
                                                                Vice President
Agreed to and accepted as of January 31, 1997

CONE XXXXX CORPORATION

By: /s/ Xxxxx X. Xxxx
            Treasurer