Burke Mills, Inc.
191 Sterling Street, N.W.
Valdese, North Carolina 28690

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

Pursuant to the SEC letter dated November 30, 1999, RE: Burke Mills,  Inc., Form
10-K for the period ended January 2, 1999,  File No. 0-5680,  and further to the
requirements  of the  Securities  Exchange  Act  of  1934,  we are  transmitting
herewith an amendment  to Form 10-K for period  ending  1/2/99 and  responses to
questions contained therein.

Sincerely,

Burke Mills, Inc.
/s Thomas I. Nail
Thomas I. Nail, Vice President, Finance
---------------------------------------

Independent Auditor's Report, page 1
------------------------------------

Response to Question 1:
-----------------------

The  Company  filed  for  protection  under  Chapter  11 in 1979 and  sought  an
accounting firm  experienced  with companies  operating under Chapter 11. At the
recommendation of one of the largest  creditors,  the Company's current firm was
engaged.  The Company  emerged from Chapter 11 in 1984,  and because of its fine
work, the accounting firm has retained the  engagement.  The firm has offices in
New York, NY, and Lodi, NJ, and is licensed in both states.

The firm is not currently licensed to operate in the State of North Carolina but
has applied for a license.

Notes to Financial Statements
-----------------------------

Note 3 Accounts Receivable, page 2
Response to Question 4:
-----------------------

The Company has an agreement with the factor that the sale of receivables to the
factor is without recourse.  The factor has filed a UCC-1 to evidence  ownership
of the  receivables and separate the asset from the Company's  creditors.  After
the sale of the  receivables  to the factor,  the Company  does not maintain any
detailed accounts receivable information for customer activities,  but maintains
an accounts receivable from the factor.
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                   (Mark One)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year ended January 2, 1999

            [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                         For the transition period from
                     _________________ to _________________

                           Commission File No. 0-5680

                               BURKE MILLS, INC.
             (Exact name of registrant as specified in its charter)

                (I.R.S. Employer Identification No.) 56-0506342

         State or other jurisdiction of incorporation or organization:
                                 North Carolina

                           191 Sterling Street, N.W.
                         Valdese, North Carolina 28690
              (Address of principal executive offices) (Zip Code)

              Registrant's telephone number, including area code:
                                  828 874-6341



<PAGE>
The  undersigned   registrant  hereby  amends  PART  II  -  NOTES  TO  FINANCIAL
STATEMENTS,  [NOTE 1 AND 10],  and  further by addition of Exhibits 23 and 99 to
its Annual Report on Form 10-K for the period ending 1/2/99, as set forth below.


                                   SIGNATURES
                                   ----------


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Date: December 23, 1999                    BURKE MILLS, INC.

                                        By: Humayun N. Shaikh   /s
                                            ----------------------
                                            Humayun N. Shaikh,
                                            Chairman of the Board
                                            (Principal Executive Officer)


                                        By: Thomas I. Nail       /s
                                            -----------------------
                                            Thomas I. Nail
                                            Vice President of Finance
                                           (Principal Financial Officer)
                                           (Principal Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities and on the dates indicated.

Date: December 23, 1999                    By: Humayun N. Shaikh      /s
                                            ---------------------------
                                            Humayun N. Shaikh, Director


Date: December 23, 1999                    By: Aehsun Shaikh           /s
                                            ---------------------------
                                            Aehsun Shaikh, Director


Date: December 23, 1999                    By: Charles P. McCamy       /s
                                            ---------------------------
                                            Charles P. McCamy, Director


Date: December 23, 1999                    By: Robert P. Huntley       /s
                                            ---------------------------
                                            Robert P. Huntley, Director


Date: December 23, 1999                    By: William T. Dunn         /s
                                            ---------------------------
                                            William T. Dunn, Director

<PAGE>

NOTE 1 -  SIGNIFICANT  ACCOUNTING  POLICIES
---------------------------------------------

Accounting period - The Company's fiscal year is the 52 or 53 week period ending
the Saturday  nearest to December 31. Fiscal years 1998,  1997 and 1996 ended on
January 2, 1999, January 3, 1998 and December 28, 1996, respectively. The fiscal
years ended  January 2, 1999 and  December 28, 1996  consisted of 52 weeks.  The
fiscal year ended January 3, 1998 consisted of 53 weeks.

Revenue  recognition - Revenues from sales are  recognized at the time shipments
are made to customers.

Statement of cash flows - For the purposes of the statements of cash flows,  the
Company considers cash and cash equivalents to include cash on hand, deposits in
banks,  interest  bearing demand  matured funds on deposit with factor,  and all
highly  liquid debt  instruments  with a maturity  of three  months or less when
purchased.

Inventories - Inventories are stated at the lower of cost (first-in,  first-out)
or  market.  Cost  elements  included  in work in  process  and  finished  goods
inventories are raw materials,  direct labor and manufacturing overhead.  Market
is considered to be net realizable value.

Property,  plant and  equipment - Property,  plant and  equipment  are stated at
cost.

Depreciation  and  amortization  of the property  accounts are provided over the
estimated  useful  lives  of  the  assets.  For  financial  reporting  purposes,
depreciation  on plant and  equipment  is provided  primarily  at  straight-line
rates. For income tax purposes,  depreciation has been provided at straight-line
rates for all  property,  plant  and  equipment  acquired  prior to 1981 and the
accelerated  and modified  accelerated  cost recovery system for property assets
acquired  subsequent to December 31, 1980.  The estimated  useful lives used for
computing depreciation for financial reporting purposes are generally:


     Buildings  and  improvements       5 - 45 years
     Plant  machinery and equipment     5 - 17 years
     Office  equipment                  5 - 10 years
     Automotive  equipment              3 - 5 years
     Computer equipment                 3 - 5 years

Earnings per share - Earnings  per share are based on the net income  divided by
the weighted average number of common shares  outstanding  during the respective
periods.

Use  of  Estimates  in  Preparing  Financial  Statements  - The  preparation  of
financial statements in conformity with generally accepted accounting principles
requires  management  to make  estimates  and  assumptions  that affect  certain
reported amounts and disclosures.  Accordingly, actual results could differ from
those estimates.

<PAGE>

NOTE 10 - INVESTMENT IN AFFILIATE AND RELATED PARTY TRANSACTIONS
----------------------------------------------------------------

The company owns 49.8% of Fytek,  S.A. de C.V. (Fytek),  a Mexican  corporation.
Fytek began  operation in the fourth quarter of 1997.  The company  accounts for
the ownership  using the equity  method.  During 1998,  the Company had sales of
$165,000  to Fytek  compared  to no sales in 1997.  Purchases  from  Fytek  were
$1,337,000  compared  to $156,000  in 1997.  At January 3, 1999,  Fytek owed the
Company $130,000 for leased equipment which will be paid in March 1999.

Fytek's financial information is as follows:

                              Statement of Income
                         (In thousands of U.S. Dollars)

                                                        1998        1997
                                                        ----        ----

Net Sales                                              $7,767      $1,239
Gross Profit                                            1,177         155
Net income from continuing operations                     994          91
Income before income taxes                                994          91
Income taxes                                              470          32
                                                         ----        ----
Net income                                             $  523      $   59
                                                       ======      ======


                                 Balance Sheet
                         (In thousands of U.S. Dollars)

                                                       1998         1997
                                                       ----         ----

Current assets                                        $3,217       $2,182
Non-current                                               55         -0-
                                                        ----        ----
Total assets                                          $3,272       $2,182
                                                      ======       ======


Current liabilities                                   $2,461       $1,729
Non-current liabilities                                  -0-          -0-
                                                        ----         ----
Total liabilities                                     $2,461       $1,729

Stockholder's equity                                     811          453
                                                        ----         ----
Total liabilities and stockholder's equity            $3,272       $2,182
                                                      ======       ======

In 1998, the Company purchased  $151,000 of yarns from Nafees Cotton Mills, Ltd.
The Company paid for the yarn  purchased by wire transfer 30 days after the Bill
of Lading  date and by Letter of Credit 120 days after the Bill of Lading  date.
Humayun N. Shaikh,  Chairman and CEO of the Company,  is also director of Nafees
Cotton Mills, Ltd. Aehsun Shaikh, Director of the Company, is also a Director of
Nafees Cotton Mills,  Ltd., since 1993 and of Legler-Nafees  Denim Mills,  Ltd.,
since 1999.