----

|   |  I,                  Humayun N. Shaikh, certify that: |
|--------|------------------------------------------------------------|
|   |                                                       |   |   |
|   | 1.                                                         | I                  have reviewed this annual                  report on Form 10-K of Burke Mills, Inc.; |
|   |                                                       |   |   |
|   | 2.                                                         | Based                  on my knowledge, this                  report does not contain any untrue statement of a material fact                  or omit to                  state a material fact necessary to make the statements made, in                  light of                  the circumstances under which such statements were                  made, not misleading with respect to the period covered by this                  report; |
|   |                                                       |   |   |
|   | 3.                                                         | Based                  on my knowledge, the financial statements, and other financial                  information                  included in this report, fairly present in all material respects                  the                  financial condition, results of operations and cash flows of the                  registrant as of, and for, the periods presented in this                  report; |
|   |                                                       |   |   |
|   | 4.                                                         | The                  registrant's other                  certifying officers and I are responsible for establishing and                  maintaining                  disclosure controls and procedures (as defined in Exchange Act                  Rules                  13a-15(e) and 15d-15(e)) for the registrant and have: |
|   |                                                       |   |   |
|   |                                                       | (a) | Designed                  such disclosure controls and procedures, or caused such disclosure                  controls and procedures to be designed under our supervision, to                  ensure                  that material information relating to the registrant, including                  its                  consolidated subsidiaries, is made known to us by others within                  those                  entities, particularly during the period in which this report is                  being                  prepared; |
|   |                                                       |   |   |
|   |                                                       | (b) | Evaluated                  the                  effectiveness of the registrant's disclosure controls and procedures                  and                  presented in this report our conclusions about the effectiveness                  of the                  disclosure controls and procedures, as of the end of the period                  covered by                  this report based on such evaluation; and |
|   |                                                       |   |   |
|   |                                                       | (c) | Disclosed                  in this                  report any change in the registrant’s internal control over financial                  reporting that occurred during the registrant’s fourth fiscal quarter that                  has materially affected, or is reasonably likely to materially                  affect, the                  registrant’s internal control over financial reporting; and |
|   |                                                       |   |   |
|   | 5.                                                         | The                  registrant's other                  certifying officer(s) and I have disclosed, based on our most recent                  evaluation of internal control over financial reporting, to the                  registrant's auditors and the audit committee of registrant's board                  of                  directors (or persons performing the equivalent functions): |
|   |                                                       |   |   |
|   |                                                       | (a) | All significant                  deficiencies and material weaknesses in the design or operation                  of                  internal control over financial reporting which are reasonably                  likely to                  adversely affect the registrant's ability to record, process, summarize                  and report financial information; and |
|   |                                                       |   |   |
|   |                                                       | (b) | Any fraud,                  whether or                  not material, that involves management or other employees who have                  a                  significant role in the registrant's internal control over financial                  reporting. |

|                                |   | */s/                  Humayun N. Shaikh*       |  |
|-------------------------------------|--------|------------------------------------------------|--|
| Date:                April 12, 2007 |   | Humayun                  N. Shaikh             |  |
|                                |   | Chairman                  and CEO              |  |
|                                |   | (Principal                  Executive Officer) |  |

----

|   |  I,                  Thomas I. Nail, certify that: |
|--------|---------------------------------------------------------|
|   |                                                    |   |   |
|   | 1.                                                      | I                  have reviewed this annual                  report on Form 10-K of Burke Mills, Inc.; |
|   |                                                    |   |   |
|   | 2.                                                      | Based                  on my knowledge, this report does not contain                  any untrue statement of a material fact or omit to state a material                  fact                  necessary to make the statements made, in light of the circumstances                  under                  which such statements were made, not misleading with respect to                  the period                  covered by this report; |
|   |                                                    |   |   |
|   | 3.                                                      | Based                  on my knowledge, the financial statements, and other financial                  information                  included in this report, fairly present in all material respects                  the                  financial condition, results of operations and cash flows of the                  registrant as of, and for, the periods presented in this                  report; |
|   |                                                    |   |   |
|   | 4.                                                      | The                  registrant's other certifying officer(s) and I are responsible                  for                  establishing and maintaining disclosure controls and procedures                  (as                  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the                  registrant                  and have: |
|   |                                                    |   |   |
|   |                                                    | (a) | Designed                  such disclosure controls and procedures, or caused such disclosure                  controls and procedures to be designed under our supervision, to                  ensure                  that material information relating to the registrant, including                  its                  consolidated subsidiaries, is made known to us by others within                  those                  entities, particularly during the period in which this report is                  being                  prepared; |
|   |                                                    |   |   |
|   |                                                    | (b) | Evaluated                  the                  effectiveness of the registrant's disclosure controls and procedures                  and                  presented in this report our conclusions about the effectiveness                  of the                  disclosure controls and procedures, as of the end of the period                  covered by                  this report based on such evaluation; and |
|   |                                                    |   |   |
|   |                                                    | (c) | Disclosed                  in this                  report any change in the registrant’s internal control over financial                  reporting that occurred during the registrant’s fourth fiscal quarter that                  has materially affected, or is reasonably likely to materially                  affect, the                  registrant’s internal control over financial reporting; and |
|   |                                                    |   |   |
|   | 5.                                                      | The                  registrant's other certifying officer(s) and I                  have disclosed, based on our most recent evaluation of internal                  control                  over financial reporting, to the registrant's auditors and the                  audit                  committee of registrant's board of directors (or persons performing                  the                  equivalent functions): |
|   |                                                    |   |   |
|   |                                                    | (a) | All significant                  deficiencies and material weaknesses in the design or operation                  of                  internal control over financial reporting which are reasonably                  likely to                  adversely affect the registrant's ability to record, process, summarize                  and report financial information; and |
|        |
|   |                                                    |   |   |
|   |                                                    | (b) | Any                    fraud, whether or not material, that involves management or other                    employees who have a significant role in the registrant's internal                    control                    over financial reporting. |
|   |                                                    |   |   |

|                                    |   | */s/                        Thomas I. Nail*          |  |
|-----------------------------------------|--------|------------------------------------------------------|--|
| Date:                    April 12, 2007 |   | Thomas                        I. Nail                |  |
|                                    |   | President                        and COO             |  |
|                                    |   | (Principal                        Financial Officer) |  |