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

                                    FORM 10-K



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

                  For the fiscal year ended September 30, 2000

                         Commission file number 1-10984

                           BURLINGTON INDUSTRIES, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                                             56-1584586
---------------------                                 ---------------------
(State of incorporation)                               ( I.R.S. Employer
                                                        Identification No.)

 3330 West Friendly Avenue
     Greensboro, N.C.                                         27410
-----------------------------                       ----------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:    (336) 379-2000
                                                     ------------------

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
      Title of each class                              on which registered
      -------------------                            -------------------------

      Common Stock,                                   New York Stock Exchange
      par value $.01 per share

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes    X          No
     -----           ------

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of December 4, 2000, the aggregate market value of Registrant's  voting stock
held of record by  nonaffiliates  of Registrant  was  approximately  $70,600,278
(based upon the closing  composite  price on the New York Stock Exchange on that
date),  excluding Treasury shares and, without  acknowledging  affiliate status,
730,091 shares held beneficially by Directors and executive officers as a group.

As of December 4, 2000, there were outstanding 52,075,748 shares of Registrant's
Common  Stock,  par value $.01 per share,  and  454,301  shares of  Registrant's
Nonvoting Common Stock, par value $.01 per share.

                       Documents Incorporated by Reference

Portions of Registrant's  2000 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV hereof.

Portions of  Registrant's  Proxy Statement dated December 22, 2000 in connection
with its  Annual  Meeting of  Stockholders  to be held on  February  1, 2001 are
incorporated by reference into Part III hereof.


<PAGE>



                                     PART I
Item 1.  Business

General

      The  Corporation  is one of  the  world's  largest  and  most  diversified
manufacturers of softgoods for apparel and interior furnishings. It is a leading
developer,  marketer and manufacturer of fabrics and other textile products used
in a wide variety of apparel and interior  furnishings end uses. The Corporation
is  organized  in  three  industry  segments:  PerformanceWear,  CasualWear  and
Interior  Furnishings.  References herein to the  "Corporation"  mean Burlington
Industries,  Inc. ("Burlington") and its subsidiaries,  and, where relevant, its
participation in joint venture companies.

         During the 1999 fiscal year, the Corporation  announced and implemented
a  comprehensive  reorganization  plan primarily  related to its apparel fabrics
businesses. The principal components of the plan included the combination of its
apparel fabrics related  businesses into two units  (Burlington  PerformanceWear
and  Burlington  CasualWear)  and the  reduction  of its  U.S.  apparel  fabrics
capacity by  approximately  25% by closing  plants and  streamlining  production
within remaining facilities. See Management's Discussion and Analysis of Results
of Operations and Financial Condition - "1999 Restructuring and Impairment", and
Note B of the Notes to Consolidated  Financial  Statements in the  Corporation's
2000 Annual Report to Shareholders.

         During  September,  2000,  the  Corporation  approved a plan (the "2000
Restructuring") to strengthen its future profitability and financial flexibility
by addressing performance shortfalls,  as well as difficult market dynamics. Key
elements  of the Plan  include  reducing  operating  capacity  to  better  align
operations  with current  market demand and to assure the most  efficient use of
assets; the elimination of unprofitable businesses,  including PerformanceWear's
garment manufacturing  operations in Mexico and the tufted area rug component of
Burlington House Floor Accents;  reductions in administrative and staff overhead
positions;  and the  generation  of cash  through  the sale of  assets,  reduced
working  capital and decreased  capital  expenditures to reduce debt and improve
financial  flexibility.  The  Plan  is  discussed  in  detail  in  "Management's
Discussion and Analysis of Results of Operations and Financial Condition" in the
Corporation's  2000  Annual  Report  to  Shareholders  and in Note B of Notes to
Consolidated Financial Statements.

         As  of  September   30,  2000,   the   Corporation   operated  21  U.S.
manufacturing  plants  in five  states  and five  manufacturing  plants  and two
garment  assembly  plants in Mexico.  It also held a 50% interest in three joint
ventures: one in India with one manufacturing plant and two in Mexico, each with
one  manufacturing   plant,  and  held  a  minority  interest  in  a  U.S.  yarn
manufacturing  venture.  It also has increased to 51% its ownership  interest in
Nano-Tex,  LLC, a California limited liability company  ("Nano-Tex")  engaged in
research  activities  directed to enhancing the performance  characteristics  of
textile products. At September 30, 2000, the Corporation employed  approximately
17,900 persons, not counting joint venture employees.

Credit Facilities Extension

      On December 5, 2000, the Corporation  entered into an amended and restated
Credit   Agreement  with  the  lenders  in  its  1995  Credit   Agreement.   See
"Management's  Discussion  and Analysis of Results of  Operations  and Financial
Condition"  in  the  Corporation's  2000  Annual  Report  to  Shareholders.  The
extension of the credit  facility for up to two and one-half  years  provides to
the Corporation  significant liquidity during this period, but also subjects the
Corporation  to  increased   borrowing  costs  and  the   collateralization   of
substantially all of its U.S. assets (other than accounts  receivable) to secure
the amended  facility.  The added costs of the  amended  facility  and much more
stringent  financial and negative covenants therein will limit the Corporation's
flexibility during the period that this Agreement is in effect.



Products for Apparel Markets

      Burlington  PerformanceWear.  The Corporation is a leading manufacturer of
woven worsted and worsted blend fabrics, as well as woven synthetic fabrics made
with 100% polyester, 100% nylon and polyester or nylon blended with wool, rayon,
lycra or other fibers,  supplied to  manufacturers of a wide variety of apparel,
activewear  and barrier  products.  Burlington  PerformanceWear  is organized to
service the needs of seven distinct customer groups:

o      Menswear  -  Clothing:  Fabrics of worsted  wool,  synthetics  and blends
       designed for the increasingly  diverse needs in men's jackets,  suits and
       formal wear.

o      Menswear - Trousers:  Fabrics  across the fiber spectrum for use in men's
       slacks and shorts, from business to casual application.

o      Womens Wear: A breadth of fabric styles for a wide variety of end-uses in
       the "moderate" and "better" women's market.

o      Raeford(R):   An  extensive   product  line,  from  tailored  fabrics  to
       performance fabrics, for uniform and career apparel.

o      ActiveWear:   High-tech,   performance  fabrics  with  waterproof,  water
       repellent,  breathable and moisture  management  characteristics  used by
       makers of outerwear and high performance sportswear and activewear.

o      Shirtings:  Yarn dyed woven cotton shirting fabrics,  delivered in fabric
       form or the finished shirt, tailored to customer specifications.

o      Barrier Products: Performance fabrics for the reusable health care market
       and contamination control environments. Lightweight, reusable, protective
       barrier fabrics under the Maxima(R) brand name are marketed to makers of,
       among other things, clothing worn by hospital personnel and by industrial
       workers who are required to work in clean and static-free environments.

      As part of its strategy to focus more  resources  on the finished  product
end of the softgoods  pipeline,  the  Corporation  disposed of the assets of its
Burlington  Madison  Yarn  division  in 1998 - 1999.  The  division  was a major
supplier of textured and spun  synthetic  yarns.  The  Corporation  entered into
long-term yarn supply agreements with the acquirers of these assets.

      Burlington CasualWear.  The Corporation is a leading manufacturer of denim
fabrics,  focusing on fashion,  value-added,  specialty products.  It produces a
diversified  product line that  services the major  brands with  innovative  and
engineered products for denim  customization.  From plants in the United States,
Mexico  and  India,  it is a major  supplier  to all  segments  of the  branded,
designer  and  private  label  business.  The India denim plant is a 50/50 joint
venture with Mafatlal Industries Limited,  and the Mexico cotton yarn plant is a
50/50 joint venture with Parkdale Mills Incorporated.

      During 2000, each of the apparel fabric  businesses  offered customers the
option of purchasing fabrics in the form of customer-specified  garments through
direct  garment-making  capabilities in Mexico or through the purchase of sewing
services from  contractors  or joint  ventures.  By the end of fiscal 2000,  the
Corporation  owned in Mexico a jeans sewing plant and a slacks sewing  facility,
as  well  as its  50/50  joint  venture  ownership  with  International  Garment
Processors in a new jeans finishing facility in the State of Chihuahua,  Mexico.
As part of the 2000  Restructuring,  the  Corporation  decided to terminate  its
garment-making  capabilities in  PerformanceWear  and to sell the  slacks-making
facility.

Products for Interior Furnishings Markets

      Fabrics and related products. The Corporation is a leading manufacturer of
ready-made and  made-to-measure  draperies,  window  coverings and  coordinating
bedroom ensembles,  mattress ticking, upholstery fabrics, and decorative fabrics
for use by makers of products for the home,  office,  hospitality and healthcare
markets.

The product lines consist of:

o            ready-made  and  made-to-measure  draperies,  window  coverings and
             coordinating  bedroom  ensembles,  and table  linens sold under the
             Burlington House(R) name to department and specialty stores,  under
             the American Lifestyle(TM) name to discount stores and on a private
             label basis to several major retailers;

o            woven jacquard  mattress  ticking  (primarily  damasks) sold to all
             major domestic manufacturers of mattresses for both the residential
             and institutional markets;

o            woven  jacquard and textured  fabrics for  residential  upholstered
             furniture  which  are  marketed  to  a  broad  range  of  furniture
             manufacturers; and

o            woven  jacquard and other  decorative  fabrics and flame  resistant
             fabrics used by  manufacturers  of home,  office,  hospitality  and
             healthcare products (bedding,  window coverings,  draperies,  panel
             fabric and upholstery fabric).

      Floor Accents. The Corporation produces tufted area and bath rugs for home
use,  sold  primarily  under the  Burlington  House(R)  name to  department  and
specialty stores and the American Lifestyle(TM) name to discount stores. It is a
leading  producer  of  printed  accent  rugs and  welcome  mats  sold  under the
Bacova(R) name. It markets these products, in addition to fully coordinated bath
ensembles,  to diverse market segments that include the leading U.S.  department
stores, mail order catalogs, mass merchants,  specialty stores and international
customers.

      As part of the 2000  Restructuring,  the  Corporation  decided to exit the
unprofitable  tufted area and bath rug business and announced the closing of its
Monticello,  Arkansas plant.  The Corporation also engaged an investment firm to
advise on the sale of the Bacova portion of this business.  Negotiations to sell
these businesses continue as of the date of this Report.

      Carpets.  The  Corporation is a leading  domestic  manufacturer  of tufted
synthetic  carpet for commercial  uses,  comprised of broadloom  carpet,  carpet
tiles and six-foot  vinyl-backed carpet. It produces and sells a wide variety of
standard and custom commercial  carpet products under the Corporation's  Lees(R)
brand  name  primarily  for  use in  offices,  institutions,  airports,  hotels,
schools, stores and health care facilities.  The Corporation's commercial carpet
products are sold in the middle to high priced segments of the commercial carpet
market, and are marketed through dealers primarily to architects,  designers and
commercial builders, as well as directly to end users.

      The Corporation  developed and patented a yarn dyeing process that permits
the  production  of carpeting  that  resists  staining and fading on a permanent
basis. Products  incorporating this dyeing technology,  which are marketed under
the Duracolor(R) name,  represent a substantial portion of current carpet sales.
The  Corporation  also has  developed  and markets a  proprietary  thermoplastic
carpet  backing  process for  commercial  carpets,  known as  Unibond(R),  which
enhances the carpet's durability.

      The  Corporation's  yarn dyeing  capability  facilitates  the  offering of
carpeting  in a wide range of  colors.  Through  its  Colorfax(R)  program,  the
Corporation offers customers the ability to order sample yardage manufactured to
their exact color  specifications.  In  addition,  the  Corporation  offers high
quality digital product simulations,  known as Techno-Images (TM). These provide
customers  with  custom  design  and color  direction  and are  marketed  by the
Corporation under it's Accelerated  Design System  (ADS)(TM).  Techno-Images(TM)
are deliverable within 48 hours of request.

Financial Information Concerning Industry Segments

      Reference  is  made  to  Note O to the  Notes  to  Consolidated  Financial
Statements in the  Corporation's  2000 Annual Report to  Shareholders,  which is
incorporated herein by reference,  for information  concerning industry segments
for the Corporation's 2000, 1999 and 1998 fiscal years.

Exports

      The Corporation's exports were 11.1% of revenues in fiscal year 2000, with
export sales of $179.1 million; of these sales, $96.4 million were to Mexico and
Canada. The Corporation's export sales were $236 million in fiscal year 1999 and
$236.9 million in fiscal year 1998.

Operations

      The Corporation's  domestic  operations are organized primarily by product
category.  Products are distributed  through direct sales except in a few cases,
mainly  export  sales,  where  products are sold through  independent  agents or
distributors.

      The  Corporation's  operations in Mexico,  directly owned or through joint
ventures,  are designed  primarily to service markets  outside of Mexico.  These
operations  benefit  from the  quota,  tariff  and tax  advantages  of the North
American  Free  Trade   Agreement   (see   "Competition"   below)  and  Mexico's
"maquiladora " program.

      The   Corporation's   corporate   headquarters,    principal   sales   and
merchandising  offices and principal staff operations are located in Greensboro,
North  Carolina.  The Corporation  maintains  domestic sales offices in New York
City and other major cities in the United States.

Manufacturing

      The  Corporation is a vertically  integrated  manufacturer  in many of its
product  areas.  Generally,  raw fibers  are  purchased  and spun into yarn,  or
filament  yarns are  purchased and  processed.  Yarns,  whether  produced by the
Corporation or purchased, are dyed in some cases, and then are woven, or tufted,
into fabric or carpet.  Fabric is then sold either as greige  (unfinished) goods
or in dyed and finished form, or further processed into finished home furnishing
or apparel products.  Residential and commercial interior  furnishings  products
are further processed and packaged for sale to retailers.

      "Just-in-time"   manufacturing   techniques,   which   reduce   in-process
inventories,  floor  space  requirements  and the time  required  to  process  a
particular  order, are used in most  facilities.  Programs to link customers and
suppliers of the  Corporation by means of electronic  data  transmission  or the
Internet are also in place in all businesses.  These programs improve efficiency
and reduce lead times by improving  communication  and  planning and  processing
times at the various stages of production.  They also assist the  Corporation in
working  effectively with  manufacturers to coordinate their operations with the
demands of retailers and, as such, are an important part of the domestic textile
industry's "Quick Response" program designed to improve its competitive position
vis-a-vis  imports.  The Corporation is placing increased emphasis on continuous
improvement of its manufacturing processes.

Raw Materials

      The Corporation uses many types of fiber,  both natural  (principally wool
and cotton) as well as manufactured (polyester,  nylon, polypropylene,  acrylic,
rayon, Tencel(R) and acetate), in the manufacture of its textile products. Total
raw material costs were 33.4% of net sales in the 2000 fiscal year, 30.4% of net
sales in the 1999 fiscal  year and 34.1% of net sales in the 1998  fiscal  year.
The  Corporation  believes  that future  price levels for all fibers will depend
primarily  upon  supply  and demand  conditions,  general  inflation,  U. S. and
foreign government fiscal policies and agricultural programs,  relative currency
values, and prices of underlying raw materials such as petroleum.

      The  Corporation  purchases  all of  its  raw  materials  and  dyes,  and,
generally, has had no difficulty in obtaining these materials. Wool and man-made
fibers  are  available  from a wide  variety of sources  both  domestically  and
abroad.  Cotton is  available  from a wide  variety of domestic  sources.  Other
materials,  such as dyes and chemicals, are generally available,  but, as in the
case of raw materials,  continued  availability  is dependent to varying degrees
upon the adequacy of petroleum supplies.

Research and Development

      Textile  manufacturers  generally  focus their  research  and  development
efforts on product development rather than basic research.  Major innovations in
the textile  industry  have come  primarily  from fiber  producers  (microdenier
fiber, for example) or machinery  manufacturers  (high speed shuttleless looms).
While breakthroughs by textile manufacturers in fabric development have occurred
(for example,  the  Corporation's  Duracolor(R)  carpets  using  stain-resistant
technology),  generally,  textile  makers have  enhanced  their  competitiveness
through  continual  development  and  refinement  of  products to meet or create
consumer needs (for example,  the Corporation's  use of microdenier  fibers in a
wide range of apparel and other applications). Accordingly, with few exceptions,
basic  research and  development  expenditures  have not been as  significant  a
component of textile  manufacturing success as expenditures on design innovation
or capability  and on capital  equipment that increase the range of end products
and enhance productivity.

      The  Corporation is a leader in developing new  applications  and end uses
for synthetic  fibers,  such as fabrics made with  microdenier  filament yarn, a
yarn made  from  fiber  thinner  than  silk.  These  products  combine a natural
appearance and touch with the performance  characteristics  of synthetic fibers.
The  Corporation's  microdenier  fabrics are  currently  being used in men's and
women's apparel  fabrics,  activewear,  protective  medical clothing and in home
furnishings.  The  Corporation is the leading  domestic  producer of microdenier
fabrics made from 100% polyester and polyester blended with wool or rayon.

      Basic research and development  responsibility  is located in each product
area and  focused on  specific  process and  product  development  needs.  Total
expenditures  for  research,  product  development,  productivity  enhancements,
enhanced styling and market samples  aggregated $47.8 million in the 2000 fiscal
year, $50.9 million in the 1999 fiscal year and $58.9 million in the 1998 fiscal
year. Included in these amounts are research and development  expenditures which
totaled   $11.8   million  in  the  2000  fiscal  year  ($6.7   million  in  the
PerformanceWear segment, $1.5 million in the CasualWear segment and $3.6 million
in the Interior  Furnishings  segment),  compared  with $12.1  million and $14.9
million in the 1999 and 1998 fiscal years, respectively.

      In November 1999, the Corporation  increased its ownership interest to 51%
in Nano-Tex,  LLC  (formerly  AvantGarb,  LLC), a  California  start-up  company
developing novel chemistry directed to enhancing the performance characteristics
of  textile  products.  Nano-Tex  operates a research  facility  in  Emeryville,
California with 11 scientists  engaged in research  activities.  The Corporation
believes that the  application of Nano-Tex's  research to the next generation of
textile products is potentially  very promising but remains highly  experimental
at this point.  Research  and product  development  to date have been focused on
providing existing products with enhanced performance characteristics for use in
the apparel and home furnishings markets. The Corporation currently expects that
products  incorporating  Nano-Tex  technology  will be offered to  customers  of
consumer apparel products during the first six months of 2001.

Trademarks and Patents

      The Corporation owns or has the right to use all trademarks and tradenames
that it believes are material to the operation of its business.  The Corporation
markets its products under a variety of trademarks and  tradenames,  principally
utilizing  variations of the Burlington(R)  name.  Certain products are marketed
under  nationally  recognized  names such as  Lees(R)  for  commercial  carpets,
Klopman(R) for fabrics or Bacova(R) for mats and rugs.

      From time to time,  the  Corporation's  product  development  efforts have
resulted  in new  processes  or  products,  some of which  have  been  patented.
Examples  of  Burlington-developed  technology  include  the  Xalt(R)  family of
composite,  laminate  fabrics  used  in  activewear  and  Duracolor(R)  carpets,
manufactured  using  stain-resistant   technology  with  respect  to  which  the
Corporation  has obtained  patents.  Because the  Corporation's  business is not
dependent  to any  significant  degree  upon  patents  and  licenses  (with  the
exception of the patented stain resistant  carpet  technology in the case of the
interior furnishings  segment),  the loss of any patents or licenses now held by
the  Corporation  would not have a material  adverse effect upon its business or
results of operations.

      To  date,  Nano-Tex  has  filed 44  patent  applications  on a  series  of
inventions in a number of improvement fields applicable to textiles. It has also
filed for trademark  registration  of its name and various  derivations  thereof
using the "Nano"  prefix.  There can be no  assurance  as to the extent to which
these  registrations and applications  will result in registered  trademarks and
issued  patents,  although  the  Corporation's  patent  counsel  believe  that a
significant  intellectual  property  portfolio  will result from these  filings.
Under  agreements with Nano-Tex,  the Corporation has the exclusive right to use
on a perpetual basis and favorable  license terms,  all  technologies  developed
which apply to textile fields  practiced by the  Corporation.  In addition,  the
Corporation  is  committed  to  represent  Nano-Tex  in  exploiting  all  of its
technology in the textile field,  including  areas where the  Corporation is not
presently a manufacturer.

      The Corporation  derives licensing income  (approximately  $2.9 million in
the 2000 fiscal year) from  licenses of the  Corporation's  technology  and from
licenses of the  Burlington(R)  name,  principally to manufacturers of socks and
hosiery products in the United States and Europe.

Competition

      The global and United States textile industries are highly competitive. No
one firm dominates the United States market,  and many companies compete only in
limited segments of the textile market.  Certain of the  Corporation's  products
also compete with non-textile products.  Textile competition is based in varying
degrees on price,  product styling and differentiation,  quality,  response time
and customer  service.  The importance of each of these factors depends upon the
needs of  particular  customers  and the degree of fashion risk  inherent in the
product. The apparel fabrics divisions' offering of fabrics in garment form puts
the  Corporation  into  competition  with a global  array of  highly-competitive
garment makers.

      Imports of  foreign-made  textile and apparel  products are a  significant
source of competition  for most sectors of the domestic  textile  industry.  The
U.S.  Government  has  attempted to regulate  the growth of certain  textile and
apparel imports through tariffs and bilateral  agreements which establish quotas
on  imports  from  lesser-developed  countries  that  historically  account  for
significant  shares of U.S.  imports.  Despite these efforts,  imported apparel,
which represents the area of heaviest import  penetration,  represents in excess
of 85% of the U.S. market. However, as noted below, the fastest growth in recent
years has come from  Mexico and  Caribbean  countries,  which can  benefit  U.S.
producers.

      U.S. retailers' and apparel manufacturers' sourcing decisions are affected
by numerous  factors,  including  relative  labor and raw material  costs,  lead
times,   political   instability  and   infrastructure   deficiencies  of  newly
industrializing  countries,  fluctuating  currency  exchange  rates,  individual
government policies and international  agreements  regarding textile and apparel
trade,  particularly  those setting quota and tariff levels.  As evidence of the
impact of these  factors,  sourcing  of textile  and  apparel  imports for goods
shipped into the United States -- once dominated  primarily by Hong Kong, Taiwan
and Korea -- has been shifting to other  lower-cost  producer  countries such as
The People's Republic of China,  Bangladesh,  Pakistan,  Mexico and countries in
the Caribbean  Basin.  The Corporation  believes that changing cost  structures,
delivery  lead times,  political  uncertainty  and  infrastructure  deficiencies
associated  with many of these  producers have caused  importers to reassess the
degree of reliance  placed upon certain of these sources,  and to reconsider the
importance of the reliability of  manufacturing  sources closer to point of sale
which can satisfy  retailers' rapid  replacement/response  needs. In addition to
these factors, the U.S. Government's policies designed to benefit Mexico and the
Caribbean Basin,  through favored quota and tariff  treatment,  have accelerated
the shift in  production  of  garments  to  sources in the  western  hemisphere,
indirectly benefiting U.S. textile producers.

      Under the North  American Free Trade  Agreement  ("NAFTA") with Mexico and
Canada,  there are no textile and apparel  quotas  between the United States and
either Mexico or Canada for products that meet certain origin criteria.  Tariffs
among the three  countries  are either  already  zero or are being  phased  out.
Because the  Corporation  is a major U.S.  apparel  fabrics  manufacturer  and a
resident,  diversified textile and finished product  manufacturer in Mexico, the
Corporation believes that NAFTA is advantageous to the Corporation. In addition,
the U.S. "807" tariff program benefits U.S. textile  producers whose cut fabrics
are incorporated into garments assembled in Caribbean countries before returning
to U.S. markets, where duty is charged on only the value added in assembling the
garments.

      The  impact of the  economic  factors  and  legislative/treaty  provisions
described  above are apparent in the rapid growth of U.S.  apparel  imports from
the Caribbean  Basin,  Canada and Mexico.  Apparel  imports from these countries
have grown from 6.5% of total apparel  imports in 1984 to  approximately  40% in
2000,  surpassing  imports from the Far East.  Mexico has now become the largest
exporter of apparel to the U.S., surpassing China.

      During 2000, legislation was passed relating to trade between the U.S. and
Sub-Saharan  African  nations,  trade between the U.S. and the  Caribbean  Basin
countries,   and  reduction  of  U.S.  wool  fabric  tariffs  (the  "2000  Trade
Amendments").  Of these changes,  only the requirements that Caribbean countries
use U.S.-made fabric to obtain favorable trade  concessions  would be of benefit
to the Corporation. Since these provisions became effective after the end of the
fiscal  year,  it is  difficult  to  predict  their  ultimate  net impact on the
Corporation.

      Also of  significance  to domestic  textile and apparel  companies  is the
ultimate impact of multilateral  agreements intended to liberalize global trade.
The World Trade Organization  ("WTO") established under GATT in January 1995 has
responsibility  for  overseeing   international  trade  in  manufactured  goods,
agriculture,  intellectual  property  and  services.  The WTO will  oversee  the
phaseout of textile and apparel  quotas over a ten-year  period through 2004. In
addition,  tariffs on textile  and  apparel  products  will be reduced  (but not
eliminated)  over the same  ten-year  period.  After  the end of the ten  years,
textile and apparel trade would revert to regular GATT rules that would prohibit
quotas and most other non-tariff barriers.  The Clinton  Administration has also
engaged in  discussions  with a number of  countries  or trading  blocs with the
intent of  further  liberalizing  trade,  although  "fast  track"  authority  to
negotiate new agreements  was denied by Congress.  The  Administration  recently
announced an agreement with China (which has received Congressional approval) to
facilitate  its admission to the WTO and access to the more liberal trade regime
currently  being  phased in. It is  expected  that  China  will  obtain the full
benefits of the WTO  liberalization in the  textile/apparel  field on January 1,
2005.  The  Administration  has also  entered into a free trade  agreement  with
Jordan and proposed similar agreements with Chile and Singapore.

      Over the years,  the  Corporation  has  attempted  to offset the  negative
impact of  increased  imports by focusing on product  lines and markets that are
less vulnerable to import penetration and by increasing production in lower cost
countries.  Capital  expenditures  and  systems  improvements  have  centered on
strengthening  value-added  product  strategies and on increasing  productivity,
lowering  costs and  improving  quality.  The  Corporation  also has  introduced
manufacturing techniques such as "just-in-time" and "Quick Response" and created
electronic  data links with customers and  suppliers,  thereby  shortening  lead
times and  improving  service.  The  Corporation  has invested in yarn,  apparel
fabric and garment  manufacturing and processing  facilities in Mexico and India
in response to the forces  affecting global textile and apparel trade which have
been described above.

      The long-run  success of the  Corporation  will be  influenced  in varying
degrees by its response to legislation and administrative actions restricting or
liberalizing trade among world textile producing and consuming countries such as
NAFTA, the 2000 Trade Amendments and the GATT/WTO changes,  the effectiveness of
anti-dumping and countervailing  duty remedies and of enforcement  activities by
the U.S. Government,  the value of the United States dollar in relation to other
currencies and world economic developments generally.  The Corporation's success
also will be affected by the ability of certain of the  Corporation's  customers
to remain competitive,  the success of the Corporation's global diversification,
modernization  and  cost-reduction  efforts and, most  importantly,  the ongoing
ability of the Corporation to produce  innovative,  quality  products to satisfy
specific customer needs at competitive costs. The Corporation's  exclusive right
to commercialize  Nano-Tex's future product applications,  if and when achieved,
could provide it unique market opportunities.

Employees

      The number of persons employed by the Corporation in both its domestic and
foreign  operations,  excluding  joint  ventures,  as of September 30, 2000, was
approximately  17,900.  The Corporation's  workforce in the United States is not
represented  by labor unions.  All wage employees in the  Corporation's  Mexican
operations  (approximately  3,500 persons) and in its Mexican joint ventures are
represented by labor unions.

Customers

      The  Corporation  primarily  markets its products to  approximately  8,000
customers in the United  States.  The  Corporation  also markets its products to
customers  in  Canada,  Mexico,  Central  and  South  America,  Europe,  Africa,
Australia  and Asian  countries.  For the 2000 fiscal year,  no single  customer
represented more than 10% of the  Corporation's net sales, and the Corporation's
10 largest customers accounted for approximately 26% of net sales.

Backlog

      The  Corporation's  business  generally  is  characterized  by very  short
forward  order  positions.  The  backlog of orders at any time is not  material,
since most orders are  deliverable  within a few months.  The backlog of forward
orders, after eliminating sales within the Corporation,  was approximately 15.2%
of  annual  net  sales  at the  end of  the  2000  fiscal  year,  compared  with
approximately  14.4% of  annual  net sales at the end of the 1999  fiscal  year,
virtually  all of which was  expected  to be  shipped  within  less than a year.
Backlog at the end of the 2000 fiscal year for the  PerformanceWear  segment was
22.0% of annual net sales of the segment,  for the CasualWear  segment was 22.9%
of annual net sales of the segment, and for the Interior Furnishings segment was
8.6% of annual net sales of the segment.

Governmental Regulation

      The  Corporation is subject to various  Federal,  state and local laws and
regulations limiting the production,  discharge,  storage, handling and disposal
of a variety of  substances,  particularly  the  Federal  Clean  Water Act,  the
Federal Clean Air Act, the Resource  Conservation  and Recovery Act, the Federal
Comprehensive Environmental Response,  Compensation and Liability Act as amended
by the Superfund  Amendment and  Reauthorization Act of 1986, and other Federal,
state and local laws and regulations for the protection of public health and the
environment.  Mexico  imposes  similar  obligations on resident  producers.  The
Corporation is presently engaged in a number of environmental  remediation plans
and has reported  dispositions of waste that could result in future  remediation
obligations.  The  Corporation  cannot  with  certainty  assess at this time the
impact of future  emission  standards and  enforcement  practices under the 1990
Clean Air Act upon its operations or capital expenditure requirements. Reference
is also made to the discussion of "Legal and Environmental  Contingencies" under
"Management's  Discussion  and Analysis of Results of  Operations  and Financial
Condition" in the  Corporation's  2000 Annual Report to  Shareholders,  which is
incorporated herein by reference.

      The  Corporation's  operations  also are governed by laws and  regulations
relating to workplace  safety and worker health,  principally  the  Occupational
Safety and Health Act and  regulations  thereunder  which,  among other  things,
establish cotton dust, formaldehyde,  asbestos and noise standards, and regulate
the use of hazardous  chemicals in the workplace.  The Corporation uses numerous
chemicals,  including resins containing formaldehyde,  in processing some of its
products.  Although the Corporation  does not use asbestos in the manufacture of
its products, some of its facilities contain some structural asbestos.

      The  Corporation  believes  that it has complied in all material  respects
with the foregoing  environmental  or health and safety laws or regulations  and
does not believe that future  compliance with such laws or regulations will have
a material adverse effect on its results of operations or financial condition.

Item 2.  Properties

      As of September 30, 2000 the Corporation  operated 21 manufacturing plants
in the  United  States,  of which 11 were  located  in  North  Carolina,  six in
Virginia, two in Arkansas and one each in Mississippi and Tennessee. All but two
of  these  plants  are  owned  in  fee.  The  aggregate   floor  area  of  these
manufacturing  plants in the United States is  approximately  9.8 million square
feet.  The   Corporation's   international   operations   include  five  textile
manufacturing  plants,  two garment  assembly plants, a joint venture yarn plant
and a joint venture garment processing plant, all in Mexico, and a joint venture
fabric plant in India.  As a result of the 2000  Restructuring,  the Corporation
will  close  or  sell  a  manufacturing  plant  in  Tennessee  utilized  in  the
PerformanceWear  division,  two tufted rug plants  utilized by Burlington  House
Floor Accents in Monticello,  Arkansas, the mens slack garment assembly facility
utilized  by  PerformanceWear  in Mexico  and its  residential  carpet  plant in
Mexico.  The  Corporation is engaged in discussions to sell its Bacova  business
which would transfer one plant in Virginia to a purchaser if consumated.

        Three of the plants in Mexico (two  wholly-owned  and one joint venture)
are located on a site near the Popocatepetl volcano which has become very active
in December  2000.  The  Corporation  believes that its insurance  coverages are
adequate to protect it from damage or business  interruption  in the event of an
unprecedented , catastrophic eruption.

      Of the  Corporation's  manufacturing  plants  (including  the two  garment
assembly plants), 10 are used principally in the PerformanceWear  segment,  five
are used in the CasualWear segment,  and 13 are used in the Interior Furnishings
segment.  In  addition,  the  Corporation  has eight  manufacturing  plants  not
currently  in  operation  and held  for  sale.  The  Corporation's  U.S.  plants
generally  operate on a  three-shift  basis for five-,  six- or seven-day  weeks
during 49 weeks per year,  or fewer  weeks  per year  during  curtailments.  The
Corporation considers its plants and equipment to be in good condition.

      The  corporate  headquarters  building  in  Greensboro,   North  Carolina,
containing  approximately  430,000  square feet,  was  completed and occupied in
1971. The building is located on property  occupied under a 99-year ground lease
that began in 1969.

      Under the amended and restated  Bank Credit  Facility  entered into by the
Corporation  as  of  December  5,  2000,  liens  on  substantially  all  of  the
Corporation's assets (excluding accounts receivables which are subject to a lien
under a separate credit  facility) were granted to bank lenders as collateral to
secure  this  facility.  At the  closing,  the  Corporation  mortgaged  19  real
properties to the banks, consisting of the major manufacturing facilities of the
Corporation  and its  headquarters  building,  and has  committed to mortgage an
additional 9 properties as promptly as possible.

Item 3.       Legal Proceedings

      The Corporation and its subsidiaries have sundry claims and other lawsuits
pending  against  them and also have made  certain  guarantees  in the  ordinary
course of business.  It is not possible to determine with certainty the ultimate
liability,  if any, of the Corporation in any of the matters referred to in this
item,  but in the opinion of  management,  their outcome should have no material
adverse  effect upon the  financial  condition or results of  operations  of the
Corporation.

Item 4.       Submission of Matters to a Vote of Security Holders

      At the  Corporation's  2000 Annual Meeting of  Stockholders on February 3,
2000, the  stockholders  voted to elect Jerald A.  Blumberg,  John D. Englar and
Abraham B.  Stenberg as Directors for a three-year  term;  and to select Ernst &
Young LLP as  independent  public  accountants  for the 2000 fiscal  year.  (Mr.
Stenberg  resigned as a director in connection with his retirement as an officer
of the  Corporation  at the fiscal year end.) The votes  received  for each such
matter were as follows:

       Matter             For        Against or   Abstain       Broker Non-Votes
                                      Withheld

Jerald A. Blumberg     45,894,600      979,093          0            N/A

John D. Englar         45,868,669    1,005,024          0            N/A

Abraham B. Stenberg    45,890,923      982,770          0            N/A

Ernst & Young LLP      46,609,637      185,407     78,649            N/A


Executive Officers of the Corporation

  The Corporation's executive officers are listed below.

                 Name           Age                      Position

  George W. Henderson, III      52     Director, Chairman of the Board and
                                       Chief Executive Officer

  Douglas J. McGregor           59     Director, President and Chief
                                       Operating Officer

  John D. Englar                53     Director, Senior Vice President,
                                       Corporate Development and Law

  Charles E. Peters, Jr.        48     Senior Vice President and Chief
                                       Financial Officer

  John P. Ganley                46     President, Burlington House Division

  Bernard J. Leonard            61     President, Burlington CasualWear Division

  James R. McCallum             45     President, Lees Carpet Division

  Judith J. Altman              42     Vice President and Chief
                                       Information Officer

  James M. Guin                 57     Vice President, Human Resources
                                       and Corporate Communications

  Robert A. Wicker              56     Vice President and General Counsel

  Carl J. Hawk                  59     Controller

  Randall A. Hanson             40     Corporate Secretary and
                                       Associate General Counsel

      Mr.  Henderson  has been  Chairman of the Board of the  Corporation  since
February 1998, and Chief  Executive  Officer since 1995.  Prior thereto,  he was
President and Chief Operating Officer of the Corporation (from 1993).

      Mr.  McGregor  joined the  Corporation  as President  and Chief  Operating
Officer on June 1, 2000,  and was elected a Director on July 26, 2000.  Prior to
joining the  Corporation,  Mr.  McGregor  served as Chairman and Chief Executive
Officer (from  January 1997 to October  1998) and President and Chief  Operating
Officer (from January 1990 to January 1997) of M. A. Hanna Company.

      Mr. Englar has been Senior Vice President,  Corporate  Development and Law
of the  Corporation  since 1995.  Prior thereto,  he was Senior Vice  President,
Finance and Law (from 1993) and Chief Financial Officer of the Corporation (from
1994).

      Mr. Peters has been Senior Vice President and Chief  Financial  Officer of
the  Corporation  since  1995.  He was Senior Vice  President-Finance  of Boston
Edison Company from 1991 until joining Burlington.

      Mr. Ganley has been President of the Burlington House Division since 1997.
Prior thereto,  he was President of the Burlington  House Floor Accents Division
(1996 - 1997) and  President  of the Lees  Carpets  Division of the  Corporation
(1994 - 1997).

      Mr. Leonard has been President of the Burlington  CasualWear  Division and
its predecessor, the Burlington Global Denim Division, since 1989.

      Mr.  McCallum  was named  President  of the Lees  Carpets  Division of the
Corporation in June 1999. Prior thereto, he was Executive Vice President,  Sales
and Marketing (1997 - 1999),  and Vice President,  Operations  (1994 - 1997), of
the Lees Carpets Division.

      Ms. Altman has been Vice  President and Chief  Information  Officer of the
Corporation  since  September  1998.  Prior thereto,  she was Senior Director of
Information Systems with Polo/Ralph Lauren (from 1995) and Vice President of New
Product Development of CMS, Inc. (from 1994 to 1995).

      Mr.  Guin  has  been  Vice   President,   Human  Resources  and  Corporate
Communications of the Corporation, since 1996. Prior thereto, he was Director of
Human Resources for the Corporation (from 1993 through 1995).

      Mr. Wicker has been Vice President and General  Counsel of the Corporation
since 1995. Prior thereto,  he was Associate  General Counsel of the Corporation
(from 1992).

      Mr. Hawk was elected  Controller  of Burlington  in November  1999.  Prior
thereto, he was Director of Accounting of the Corporation (from 1990).

      Mr. Hanson was named Corporate  Secretary and Associate General Counsel on
November 1, 2000. Prior thereto,  he was Associate General Counsel and Assistant
Secretary (from 1995).

      Executive  officers  of the  Corporation  are elected by, and serve at the
discretion  of,  its  Board of  Directors.  None of the  executive  officers  or
Directors of the  Corporation  is related by blood,  marriage or adoption to any
other executive officer or Director of the Corporation.


                                     PART II


Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

      Reference  is  made  to  Note S to the  Notes  to  Consolidated  Financial
Statements in the  Corporation's  2000 Annual Report to  Shareholders,  which is
incorporated herein by reference,  for information concerning the composite high
and low sales prices for the Corporation's  Common Stock for each fiscal quarter
of fiscal years 2000 and 1999. The  Corporation's  common stock is traded on the
New York Stock Exchange.

      As of November 17, 2000, there were approximately  1,763 holders of record
of the Corporation's  Common Stock and one holder of record of the Corporation's
Nonvoting Common Stock.

      The Corporation has not paid any cash dividends on its common stock during
fiscal years 2000 and 1999.  Under the provisions of the  Corporation's  amended
and restated Bank Credit Agreement the Corporation may not pay cash dividends or
repurchase  stock (other than limited  amounts under employee stock or incentive
plans).

Item 6.       Selected Financial Data

      The  information  required by this Item is set forth in the table entitled
"Statistical Review" in the Corporation's 2000 Annual Report to Shareholders and
is incorporated herein by reference.


Item 7.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations

     The  information  required  by this  Item is set forth  under  the  caption
"Management's  Discussion  and Analysis of Results of  Operations  and Financial
Condition"  in the  Corporation's  2000  Annual  Report to  Shareholders  and is
incorporated herein by reference.

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

     The  information  required by this Item is set forth  under the  subheading
"Risk  Management"  on  page  15 in the  Corporation's  2000  Annual  Report  to
Shareholders and is incorporated herein by reference.

Item 8.       Financial Statements and Supplementary Data

     The  financial  statements,  including  the  Report  of  the  Corporation's
Independent Auditors, required by this Item are incorporated herein by reference
to the Corporation's 2000 Annual Report to Shareholders.  See Item 14 for a list
of those  financial  statements and the pages of the  Corporation's  2000 Annual
Report to Shareholders from which they are incorporated.








                      INDEX TO FINANCIAL STATEMENT SCHEDULE

                                                                    Page  No.
Burlington Industries, Inc. and Subsidiary Companies:

   II.        Valuation and Qualifying Accounts.                       S-1

     All other schedules have been omitted because they are not applicable,  not
required or because the  required  information  is included in the  consolidated
financial statements or notes thereto.




Item 9.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure


              None.


                                    PART III

Item 10.      Directors and Executive Officers of the Registrant

     The  information  required  by this  Item is set forth  under the  captions
"Information  about  Nominees  and  Directors"  and  "Section  16(a)  Beneficial
Ownership  Reporting  Compliance" in the  Corporation's  Proxy  Statement  dated
December 22, 2000 and is incorporated herein by reference.

     Information  with  respect  to  the  Corporation's  executive  officers  is
included in Part I of this Report.

Item 11.      Executive Compensation

        The  information  required by this Item is set forth under the  captions
"Compensation of Directors";  "Report of the Compensation and Benefits Committee
on Executive  Compensation";  "Executive  Compensation";  and "Stock Performance
Graph" in the  Corporation's  Proxy  Statement  dated  December  28, 2000 and is
incorporated herein by reference.

Item 12.      Security Ownership of Certain Beneficial Owners and Management

       The  information  required  by this Item is set forth  under the  caption
"Security  Ownership  of  Certain  Beneficial  Owners  and  Management"  in  the
Corporation's Proxy Statement dated December 22, 2000 and is incorporated herein
by reference.

Item 13.      Certain Relationships and Related Transactions

              None.

                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      (a)     1.     Financial Statements

              The information  contained in the Corporation's 2000 Annual Report
              to  Shareholders  under the  captions  and on the pages  indicated
              below is incorporated herein by reference:

                     Report of Ernst & Young LLP, Independent Auditors (page 37)

                     Consolidated  Statements  of  Operations  - for the  fiscal
                     years ended September 30, 2000, October 2, 1999 and October
                     3, 1998 (page 17)

                     Consolidated  Balance Sheets - as of September 30, 2000 and
                     October 2, 1999 (page 18)


                     Consolidated  Statements of Shareholders'  Equity - for the
                     fiscal  years  ended  October 3, 1998,  October 2, 1999 and
                     September 30, 2000 (page 19)

                     Consolidated  Statements  of Cash  Flows  - for the  fiscal
                     years  ended  September  30,  2000,  October 2,  1999,  and
                     October 3, 1998 (page 20)

                     Notes to Consolidated Financial Statements (pages 21 to 35)

              2.     Financial Statement Schedules

              The financial statement schedule listed under Item 8 is filed as a
              part of this Report.

3.       Exhibits

              The  exhibits  listed on the  accompanying  Index to Exhibits  are
filed as a part of this Report.

      (b)     The Corporation did not file any reports on Form 8-K for the last
              quarter of fiscal year 2000.






<PAGE>
                                   SIGNATURES

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

                                         BURLINGTON INDUSTRIES, INC.

Date:  December 15, 2000
                                         By /s/ George W. Henderson, III
                                            ---------------------------------
                                                George W. Henderson, III
                                                Chairman of the Board
                                                and Chief Executive Officer
                                                (Principal Executive Officer)

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

           Signature                      Title                      Date

/s/ George W. Henderson, III    Director, Chairman of the      December 15, 2000
----------------------------     Board and Chief Executive
    George W. Henderson, III     Officer
                                (Principal Executive Officer)

/s/ Charles E. Peters, Jr.      Senior Vice President and      December 15, 2000
----------------------------     Chief Financial Officer
    Charles E. Peters, Jr.      (Principal Financial Officer)


/s/ Carl J. Hawk                Controller                     December 15, 2000
----------------------------    (Principal Accounting Officer)
    Carl J. Hawk

/s/ Jerald A. Blumberg          Director                       December 15, 2000
----------------------------
    Jerald A. Blumberg

/s/ John D. Englar              Director                       December 15, 2000
----------------------------
    John D. Englar

/s/ Douglas J. McGregor         Director                       December 15, 2000
----------------------------
    Douglas J. McGregor

/s/ John G. Medlin, Jr.         Director                       December 15, 2000
----------------------------
    John G. Medlin, Jr.

/s/ Nelson Schwab III           Director                       December 15, 2000
----------------------------
    Nelson Schwab III

/s/ Theresa M. Stone            Director                       December 15, 2000
----------------------------
    Theresa M. Stone

/s/ W. Barger Tygart            Director                       December 15, 2000
----------------------------
    W. Barger Tygart





<PAGE>

                                Index to Exhibits
                                 (Item 14(a)(3))

Exhibit
  No.                             Description

3.1               Restated    Certificate   of   Incorporation   of   Burlington
                  Industries,  Inc. ("the Company")  (incorporated  by reference
                  from the Company's  Registration  Statement on Form 8-B, filed
                  on June 3, 1994).

3.2               Bylaws of the  Company  (incorporated  by  reference  from the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended March 29, 1997).

4.1               Credit  Agreement  dated as of September  30, 1988, as amended
                  and restated as of December 5, 2000,  among the  Company,  the
                  Lenders  listed   therein,   The  Chase   Manhattan  Bank,  as
                  Administrative  Agent,  and Chase Manhattan Bank USA, N.A., as
                  Fronting Bank,  together with forms of Indemnity,  Subrogation
                  and  Contribution  Agreement,   Guarantee  Agreement,   Pledge
                  Agreement and Security Agreement,  each Exhibits to the Credit
                  Agreement.

4.2               Form of Rights Agreement dated as of December 3, 1997 (amended
                  and restated as of February 4, 1999),  between the Company and
                  First Union  National  Bank (as  successor  to Wachovia  Bank,
                  N.A.), as Rights Agent (incorporated by reference from Exhibit
                  4.1 to the  Company's  Registration  Statement  on Form  8-A/A
                  filed on April 5, 1999).

4.3               Indenture  dated as of  September  1, 1995 between the Company
                  and The Bank of New York (as  Successor  Trustee  to  Wachovia
                  Bank of North Carolina,  N.A.),  and forms of notes thereto as
                  Exhibits to the Indenture  (incorporated by reference from the
                  Company's   Registration  Statement  on  Form  S-3,  File  No.
                  33-95350, filed on August 2, 1995).

10.1              Indenture of Lease dated February 26, 1969, between Blanche S.
                  Benjamin  and Edward B.  Benjamin,  and a  predecessor  to the
                  Company,  including the  amendment  thereto  (incorporated  by
                  reference  from  Burlington   Holdings   Inc.'s   ("Burlington
                  Holdings")  Registration  Statement  on  Form  S-1,  File  No.
                  33-16437, filed on August 12, 1987).

10.2              Form of Stock Purchase  Agreement  dated as of March 19, 1992,
                  between  Burlington  Equity and The Equitable  Life  Assurance
                  Society of the United States and its affiliates  (incorporated
                  by  reference  from  Amendment  No. 6 to  Burlington  Equity's
                  Registration  Statement on Form S-1, File No. 33-45149,  filed
                  on March 19, 1992).

10.3(a)           Stockholder  Agreement  dated as of October  23,  1990,  among
                  Burlington   Equity  and  the  other  parties  listed  on  the
                  signature  pages thereof  (incorporated  by reference from the
                  Annual Report on Form 10-K for Burlington  Industries  Capital
                  Inc. for the fiscal year ended September 29, 1990).

10.3(b)           Amendment dated January 17, 1992, to the Stockholder Agreement
                  (incorporated  by reference from Amendment No. 3 to Burlington
                  Equity's   Registration   Statement  on  Form  S-1,  File  No.
                  33-45149, filed on March 5, 1992).

10.3(c)           Letter  agreement  dated October 25, 1993, with respect to the
                  Stockholder  Agreement  (incorporated  by  reference  form the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1995).

10.4              1994 Deferred  Compensation  Plan  (incorporated  by reference
                  from the Annual Report on Form 10-K for Burlington  Industries
                  Equity Inc.  ("Burlington  Equity")  for the fiscal year ended
                  October 2, 1993).  (Management  contract or compensatory plan,
                  contract or arrangement.)

10.5              Description of  Supplemental  Executive  Retirement  Plan, and
                  form of participant agreement  (incorporated by reference from
                  the  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter  ended  January  1,  2000).  (Management  contract  or
                  compensatory plan, contract or arrangement.)

10.6              Benefits  Equalization  Plan,  as amended and restated on July
                  28, 1994  (incorporated by reference from the Company's Annual
                  Report on Form  10-K for the  fiscal  year  ended  October  1,
                  1994).  (Management contract or compensatory plan, contract or
                  arrangement.)

10.7              Burlington  Equity Amended and Restated Equity  Incentive Plan
                  (the  "1990  Plan")   (incorporated   by  reference  from  the
                  Quarterly  Report on Form 10-Q for the  Company for the fiscal
                  quarter   ended  July  1,  2000).   (Management   contract  or
                  compensatory plan, contract or arrangement.)

10.8(a)           Burlington  Equity Amended and Restated 1992 Equity  Incentive
                  Plan (the "1992  Plan"  (incorporated  by  reference  from the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 1,  2000).  (Management  contract  or  compensation
                  plan, contract or arrangement.)

10.8(b)           Forms of agreements under 1992 Plan (incorporated by reference
                  from the Annual Report on Form 10-K for Burlington  Equity for
                  the fiscal year ended October 3, 1992).  (Management  contract
                  or compensatory plan, contract or arrangement.)

10.8(c)           Forms of amendments to agreements  under 1992 Plan,  effective
                  as of July 28, 1993 (incorporated by reference from the Annual
                  Report on Form 10-K for Burlington  Equity for the fiscal year
                  ended October 2, 1993).  (Management  contract or compensatory
                  plan, contract or arrangement.)

10.9(a)           Amended and Restated 1995 Equity  Incentive Plan ("1995 Plan")
                  (incorporated by reference from the Company's Quarterly Report
                  on Form  10-Q for the  fiscal  quarter  ended  July 1,  2000).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement.)

10.9(b)           Form of agreement under 1995 Plan  (incorporated  by reference
                  from  the  Company's  Quarterly  Report  on Form  10-Q for the
                  fiscal quarter ended March 30, 1996).  (Management contract or
                  compensatory plan, contract or arrangement.)

10.9(c)           Form of agreement under 1995 Plan  (incorporated  by reference
                  from the  Company's  Annual Report on Form 10-K for the fiscal
                  year  ended   October  2,  1999).   (Management   contract  or
                  compensatory plan, contract or arrangement.)

10.10(a)          Amended and Restated 1998 Equity  Incentive Plan ("1998 Plan")
                  (incorporated by reference from the Company's Quarterly Report
                  on Form  10-Q for the  fiscal  quarter  ended  July 1,  2000).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement).

10.10(b)          Forms of agreements under 1998 Plan (incorporated by reference
                  from the  Company's  Annual Report on Form 10-K for the fiscal
                  year  ended   October  2,  1999).   (Management   contract  or
                  compensatory plan, contract or arrangement).

10.10(c)          Form of agreement under the 1995 and 1998 Plans. (Management
                  contract or compensatory plan, contract or arrangement).

10.11             Form of restricted stock agreements under the 1990, 1992, 1995
                  and 1998 Plans  (incorporated  by reference from the Company's
                  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
                  July 1,  2000).  (Management  contract or  compensatory  plan,
                  contract or arrangement).

10.12             Agreement dated as of February 3, 2000 between the Company and
                  George W. Henderson,  III  (incorporated by reference from the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 1,  2000).  (Management  contract or  compensatory
                  plan, contract or arrangement.)

10.13(a)          Agreement dated as of January 1, 1998, between the Company and
                  Abraham  B.  Stenberg  (incorporated  by  reference  from  the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  October 3, 1998).  (Management  contract or compensatory plan,
                  contract or arrangement).

10.13(b)          Agreement  dated  September  13, 2000  between the Company and
                  Abraham B.  Stenberg.  (Management  contract  or  compensatory
                  plan, contract or arrangement).

10.14             Agreement  dated May 19, 2000  between the Company and Douglas
                  J.  McGregor.   (Management  contract  or  compensatory  plan,
                  contract or arrangement).

10.15             Agreement  dated as of February  3, 2000,  between the Company
                  and  John  D.  Englar  (incorporated  by  reference  from  the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 1,  2000).  (Management  contract or  compensatory
                  plan, contract or arrangement).

10.16             Agreement  dated as of February  3, 2000,  between the Company
                  and Charles E. Peters, Jr. (incorporated by reference from the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 1,  2000).  (Management  contract or  compensatory
                  plan, contract or arrangement).

10.17             Agreement dated as of January 1, 2000, between the Company and
                  James R. McCallum.  (Management contract or compensatory plan,
                  contract or arrangement).

10.18             AvantGarb,  LLC  2000  Equity  Incentive  Plan  and  forms  of
                  agreement  thereunder  (incorporated  by  reference  from  the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 1,  2000).  (Management  contract  or  compensatory
                  plan, contract or arrangement.)

10.19             Director  Stock  Plan  (incorporated  by  reference  from  the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 3,  1999).  (Management  contract  or  compensatory
                  plan, contract or arrangement).

10.20(a)          Amended and Restated  Receivables  Purchase Agreement dated as
                  of December 10, 1997 among B.I.  Funding,  Inc.  ("BIF"),  the
                  Company, B.I. Transportation, Inc. ("BIT"), Burlington Apparel
                  Services Company ("BASC"),  Burlington  International Services
                  Company ("BISC"),  Burlington Fabrics Inc. ("Fabrics") and The
                  Bacova Guild, Ltd. ("Bacova")  (incorporated by reference from
                  the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended September 27, 1997).

10.20(b)          Amended and Restated  Facility  Agreement dated as of December
                  10, 1997, among BIF, the Company,  as Servicer,  and Wachovia,
                  as Agent and Collateral Agent  (incorporated by reference from
                  the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended September 27, 1997).

10.20(c)          Loan  Agreement  dated as of  December  10,  1997,  among BIF,
                  certain  financial  institutions  as Liquidity  Lenders,  Blue
                  Ridge  Asset  Funding  Corporation,  as  Conduit  Lender,  and
                  Wachovia,  as Agent for the Lenders (incorporated by reference
                  from the  Company's  Annual Report on Form 10-K for the fiscal
                  year ended September 27, 1997).

10.20(d)          Security  Agreement  dated as of December 10, 1997,  among BIF
                  and Wachovia as Agent and Collateral  Agent  (incorporated  by
                  reference  from the  Company's  Annual Report on Form 10-K for
                  the fiscal year ended September 27, 1997).

10.20(e)          Amended  and  Restated  Subordination  Agreement,  Consent and
                  Acknowledgment,  dated as of December 10, 1997, among BIF, the
                  Company,  BIT, BASC, BISC,  Fabrics,  Bacova and Wachovia,  as
                  Agent and Collateral Agent (incorporated by reference from the
                  Company's  Form 10-K  Annual  Report for the fiscal year ended
                  September 27, 1997).

12                Computation of Ratio of Earnings to Fixed Charges.

13                Portions of the Company's  2000 Annual Report to  Shareholders
                  expressly incorporated by reference.

18                Letter of Ernst & Young  LLP  regarding  change in  accounting
                  principles.

21                List of subsidiaries of the Company.

23                Consent of Ernst & Young LLP.

27                Financial Data Schedule.






<PAGE>

                                                                     Schedule II

               BURLINGTON INDUSTRIES INC. AND SUBSIDIARY COMPANIES

                        Valuation and Qualifying Accounts
                             (Amounts in Thousands)

                                     Additions
                                      Charged
                                     (Credited)
                         Balance at   to Costs  Charged                Balance
                          Beginning     and     to Other               at Close
     Description          of Period   Expenses  Accounts  Deductions  of Period
----------------------   ----------  ---------  --------  ----------  ---------

Fiscal year ended September 30, 2000
------------------------------------
 Deducted from customer
  accounts receivable:
   Doubtful accounts....  $ 3,771     $ 4,380      $ -      $ 5,214 (2) $ 2,929
                                                                  8 (3)
   Discounts............      883          57 (1)    -            -         940
   Returns and
    allowances..........   13,604        (607)(1)    -            -      12,997
                          -------     -------      ---      -------     --------
                          $18,258     $ 3,830      $ -      $ 5,222     $16,866
                          =======     =======      ===      =======     =======


Fiscal year ended October 2, 1999
---------------------------------
 Deducted from customer
  accounts receivable:
   Doubtful accounts....  $ 3,629     $ 5,482      $ -      $ 5,353 (2) $ 3,771
                                                                (13)(3)
   Discounts............      788          95 (1)    -            -         883
   Returns and
    allowances..........   16,447      (2,843)(1)    -            -      13,604
                          -------     -------      ---      -------     -------
                          $20,864     $ 2,734      $ -      $ 5,340     $18,258
                          =======     =======      ===      =======     =======


Fiscal year ended October 3, 1998
---------------------------------
 Deducted from customer
  accounts receivable:
   Doubtful accounts....  $ 5,439    $ 1,677      $  -      $ 3,377 (2) $ 3,629
                                                                110 (3)
   Discounts............      921       (133) (1)    -            -         788
   Returns and
    allowances..........   14,328      2,119  (1)    -            -      16,447
                          -------    -------      ----      -------     -------
                          $20,688    $ 3,663      $  -      $ 3,487     $20,864
                          =======    =======      ====      =======     =======



(1) Represents net increase (decrease) in required reserves.
(2) Uncollectible accounts receivable written off, net of recoveries.
(3) Represents changes in reserves due to foreign exchange fluctuation.


                                       S-1