Clifton Mill No. 2 was completed in 1889 by the Clifton Manufacturing Company. The mill was built downstream from Clifton No. 1. It was said that half of the four story mill was damaged during the Pacolet River flood of 1903. After rebuilding the mill it was operated until 1999 when it was closed.

Today Clifton No. 2 stands tall along the Pacolet River. It is one of the best examples of a Southern cotton mill still standing today. Plans were to convert the mill into condos and put it on the National Register of Historic Places, but in 2010 the man in charge of renovations went bankrupt and sold the property. The new owner plans to demolish the mill. Usually after the mill in a mill town has been closed and demolished the old towns begin to die.

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