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 28, 1996

                         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:    (910) 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                     Pacific Stock Exchange

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.    [ X ]

As of December 3, 1996, the aggregate market value of Registrant's  voting stock
held of record by  nonaffiliates  of Registrant was  approximately  $642,916,730
(based upon the closing  composite  price on the New York Stock Exchange on that
date),  excluding Treasury shares and, without  acknowledging  affiliate status,
856,903 shares held beneficially by Directors and executive officers as a group.

As of December 3, 1996, there were outstanding 56,161,568 shares of Registrant's
Common Stock,  par value $.01 per share,  and 6,909,008  shares of  Registrant's
Nonvoting Common Stock, par value $.01 per share.

                       Documents Incorporated by Reference

Portions of Registrant's  1996 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV hereof.

Portions of  Registrant's  Proxy Statement dated December 16, 1996 in connection
with its  Annual  Meeting of  Stockholders  to be held on  February  6, 1997 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 textile  products.  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  operates in two
principal  industry  segments,  products  for apparel  markets and  products for
interior furnishings markets. Each of its divisions and subsidiaries essentially
functions as a stand-alone merchandising and manufacturing operation.

              As of  September  28,  1996,  the  Corporation  operated  39  U.S.
manufacturing  plants in eight states and three  manufacturing  plants in Mexico
and employed approximately 21,000 persons.

              References herein to the "Corporation" mean Burlington Industries,
Inc. ("Burlington") and its subsidiaries.

Products for Apparel Markets

              The Corporation  serves the apparel market through five divisions,
each of which manufactures a distinct product line in terms of end uses.

              Wool worsted and worsted blend fabrics. The Corporation's Menswear
division is the leading domestic  manufacturer of woven wool worsted and worsted
blend fabrics  supplied to manufacturers of men's and women's apparel as well as
to major clothing  retailers.  The division's line of innovative fashion fabrics
has been  expanded in recent  years to also  include  high  value-added  nonwool
fabrics.  Products  made with the  division's  fabrics  are sold to the  better,
moderate,  and designer segments of men's and women's apparel. The division also
sells fabrics to  manufacturers  of better career and public service apparel and
military dress uniforms.

              The division's  sales are directed by five business  units.  Men's
Suiting constitutes the majority of sales and is focused on the moderate, better
and designer suit customers,  both at the manufacturer  and retail level.  Men's
Sportswear has been  repositioned  during the past year to take advantage of the
consumer casualization trend.  Coordinate sportswear and innovative products for
slacks,  blazers and sportscoats are the focus of this unit. Womenswear provides
innovative  worsted wool,  wool blends and high  value-added  nonwool fabrics in
customized colors to the makers of branded womenswear. Private Label markets the
division's fabrics to retailers in both menswear and womenswear.  These retailer
and store labels  encompass  all division  products and market  categories.  The
division's  Raeford  group  markets  wool worsted and worsted  blend  fabrics to
manufacturers of a variety of career and uniform apparel,  including apparel for
airlines,  banks,  school  bands,  governmental  agencies  and  military and law
enforcement personnel.

              Woven synthetic  fabrics.  The  Corporation's  Burlington  Klopman
Fabrics division is a leading  manufacturer of woven synthetic fabrics made with
100%  polyester,  100% nylon and  polyester  blended  with wool,  rayon or other
fibers  that  are  supplied  to  manufacturers  of a wide  variety  of  apparel,
activewear, interior furnishings, medical and industrial products.

              The division  produces  lightweight  polyester and polyester blend
fabrics and 100% nylon fabrics for men's,  women's and children's wear sold in a
variety of price ranges, for high performance  sportswear and activewear and for
a variety of other apparel,  medical,  interior furnishings and industrial uses.
The  division  also  produces  heavyweight  polyester  fabrics  for  use  in the
manufacture  of  slacks,  suits,  skirts  and  sport  coats  as  well  as in the
manufacture of military and law enforcement uniforms.

              The  division  is a  leading  manufacturer  of  waterproof,  water
repellent,  breathable  and other  coated  synthetic  fabrics  used by makers of
outerwear  and high  performance  sportswear  and  activewear.  A number  of its
products,  including its Ultrex(R) line of breathable,  water repellent fabrics,
are used in leading  brands of skiwear and other  activewear and by suppliers to
leading activewear  retailers.  The division recently introduced a new family of
composite fabrics for the outdoor activewear market.

              The division's  fabrics for the interior  furnishings  markets are
used by makers of upholstered furniture,  bedspreads, draperies and other window
coverings and  wallcoverings.  The division's  fabrics  include flame  retardant
fabrics used in commercial and residential furnishings.

              The  division  also  markets  lightweight,   reusable,  protective
barrier fabrics under the Maxima(R) brand name 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.

              The division is a leader in developing  new  applications  and end
uses for synthetic  fibers. In addition to its Ultrex(R)  fabrics,  the division
has  continued  to develop a number of fabrics  made with  microdenier  filament
yarn, a yarn made from fiber that is 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.

              Denim fabrics.  The Denim division is the leading  manufacturer of
fashion, value-added,  specialty denim fabrics in the United States. It produces
innovative  denim in a wide range of styles  reflecting  a variety of  textures,
colors and fabric  constructions.  The division also produces a diversified line
of basic heavyweight, indigo-dyed denim fabrics for the jean market.

              The  division is a major  supplier to all segments of the branded,
designer and private label jean markets.  It also supplies specialty products to
sportswear  and jean related  manufacturers.  The division also  produces  denim
garments made from the division's fabric for its denim customers.

              The  Corporation  has entered into a joint  venture with  Mafatlal
Industries  Limited to manufacture denim in India for Asian,  Middle Eastern and
European markets. Production is scheduled to begin in mid-1997.

              Cotton  fabrics.  In 1996, the  Corporation  formed a new business
unit, Burlington  Sportswear,  to produce 100% cotton and cotton/polyester blend
woven and  knitted  fabrics.  Burlington  Sportswear's  products  will serve the
better men's sportswear and uniform markets.  The division will also arrange for
production  of  finished  garments  for its  customers  using the  Corporation's
fabrics.

              In 1996,  the  Corporation  closed its Knitted  Fabrics  division,
which had experienced  difficulties for a number of years. (Reference is made to
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and Note B to the Notes to Consolidated  Financial Statements in the
Corporation's 1996 Annual Report to Shareholders,  which is incorporated  herein
by reference,  for  information  concerning  the closing of the Knitted  Fabrics
division.)  Certain  assets  of  this  division  have  been  transferred  to the
Burlington Sportswear division to provide the manufacturing capabilities of that
division.

              Synthetic  yarn. The Burlington  Madison Yarn Company  division is
the only major  manufacturer  and marketer of both  filament and spun  synthetic
yarns in the United  States.  The division  believes that its ability to produce
both types of synthetic  yarn is an important  competitive  advantage  because a
significant   number  of  its  customers   require  the  different   end-product
characteristics  offered by these two types of synthetic yarns.  While a portion
of the division's  products are used by other divisions of the Corporation,  the
majority is marketed to more than 300  unaffiliated  customers  in the  apparel,
technical, medical products and home furnishings markets.

              Mexican operations.  In Mexico, the Corporation manufactures woven
fabrics for apparel  which are marketed  principally  in the local  market.  The
Company  recently  announced  that it will begin  construction  of facilities in
Mexico for its Menswear and Denim divisions.

Products for Interior Furnishings Markets

              In the interior  furnishings market, the Corporation operates four
businesses, one of which focuses on interior furnishings products and decorative
fabrics  and  three of which  serve  distinct  segments  of the  carpet  and rug
markets.

              Interior  furnishings  fabrics and products.  The Burlington House
division 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  bedroom
ensembles, draperies and window coverings.

              The Burlington House division's product lines consist of:

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

              o   woven   jacquard   mattress   ticking   (primarily   damasks).
                  Burlington  House  is the  leading  manufacturer  of  jacquard
                  mattress  ticking   supplied  to  domestic   manufacturers  of
                  mattresses. Mattress ticking is the exterior fabric surface of
                  a finished mattress. The Corporation believes that it produces
                  the  widest  variety  of  ticking  patterns  of  any  domestic
                  manufacturer.  Burlington  House sells mattress ticking to all
                  major  domestic  manufacturers  of  mattresses  for  both  the
                  residential and institutional markets.

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

              o   woven   jacquard   and  other   decorative   fabrics  used  by
                  manufacturers of bedroom ensembles,  comforters, draperies and
                  window coverings.

              Carpets.  The Lees division is a leading domestic  manufacturer of
tufted  synthetic carpet and carpet tiles for commercial uses and a manufacturer
of tufted synthetic carpet for residential use.

              The  division  markets 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,  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  division  also  manufactures   tufted  synthetic  carpet  for
residential use. The division markets its residential  carpet products primarily
under the Lees(R)  brand name and  competes  with a large number of domestic and
Canadian  manufacturers  in the  middle  to upper  middle  price  ranges  of the
residential  carpet  market.  The  division is also a supplier of private  label
carpets to major retail chains.

              The division  developed  and  patented a yarn dyeing  process that
permits it to produce  carpeting that resists staining and fading on a permanent
basis. Products  incorporating this dyeing technology,  which are marketed under
the Duracolor(R)  name in the commercial market and the Lees For Life(R) name in
the residential market, represent a major portion of the current carpet sales of
the  division.  The  division  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 division's yarn dyeing capability allows it to offer carpeting
in a wide range of colors.  Through its Colorfax(R) program, the division offers
customers the ability to order sample yardage  manufactured to their exact color
specifications. Such samples are generally deliverable within 72 hours after the
division's receipt of specifications.

              Area rugs. The Burlington  House Area Rugs division is the leading
producer  in the  United  States  of  tufted  area  and  bath  rugs for home use
primarily  under  the  Burlington  House  American   Lifestyle(TM)   label.  The
division's customers are major retail chains.

              Accent rugs. Burlington acquired The Bacova Guild, Ltd., a leading
producer of printed  accent rugs and welcome mats,  in fiscal year 1995.  Bacova
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.

              Mexican operations.  The Corporation  manufactures residential and
commercial carpeting and fabrics for home furnishings in Mexico.

Financial Information Concerning Industry Segments and Other Matters

              Reference is made to Note P to the Notes to Consolidated Financial
Statements in the  Corporation's  1996 Annual Report to  Shareholders,  which is
incorporated herein by reference,  for information  concerning industry segments
for the Corporation's 1996, 1995 and 1994 fiscal years.

              As part of the  Corporation's  strategy to divest non-core assets,
during fiscal year 1996 the Corporation  disposed of J. G. Furniture,  an office
furniture  business,  as well as interests in certain real estate and  furniture
intermediary product businesses.  In addition,  in November 1996 the Corporation
sold its subsidiary,  Advanced Textiles,  Inc. ("ATI"), for $7,896,500,  payable
$600,000 in cash and the balance by a seven-year  convertible,  promissory  note
bearing  interest  at 9.5% per  annum,  the  maturity  of which  is  subject  to
acceleration   if  certain  events  occur.   ATI  engages  in  the  business  of
manufacturing fiber glass products.

Exports

              The  Corporation's  exports have  increased to 9.8% of revenues in
fiscal year 1996, with export sales of $213 million.  The  Corporation's  export
sales were $161  million  in fiscal  year 1995 and $131  million in fiscal  year
1994.

Operations

              The Corporation's  domestic  operations are organized primarily by
product category and, except in the case of the  Corporation's  yarn operations,
interdivisional   sales  are  minimal.   Each  is   essentially   a  stand-alone
merchandising  and  manufacturing  operation.  Products are distributed  through
direct  sales by  divisional  personnel,  except in a few cases,  mainly  export
sales, where products are sold through independent agents or distributors.

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

              Internationally,  the Corporation has  manufactured  woven fabrics
for apparel, fabrics for home furnishings and carpet in Mexico for over 50 years
through wholly owned  subsidiaries.  The products of the Mexican  operations are
sold in Mexico, either by subsidiary personnel or by agents or distributors, and
are also exported to the United States and other countries.

Manufacturing

              The   Corporation   is  a  vertically   integrated   manufacturer.
Generally,  raw fibers are purchased  and spun into yarn, or filament  yarns are
purchased and processed.  Yarns, after dyeing in some cases, are woven,  knitted
or tufted into fabric.  Fabric is then sold either in dyed and finished form, as
greige   (unfinished)   goods  or  processed  into  finished  apparel  products.
Residential and commercial interior  furnishings  products are further processed
and packaged for sale by 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  are also
in place in most divisions.  These programs  improve  efficiency and reduce lead
times by improving  communication,  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. Raw Materials

              The  Corporation  uses many types of fiber,  both  natural  (wool,
cotton,  rayon and Tencel(R))  and man-made  (polyester,  nylon,  polypropylene,
acrylic and acetate),  in the  manufacture  of its textile  products.  Total raw
material  costs were 33.8% of net sales in the 1996  fiscal  year,  34.1% of net
sales in the 1995 fiscal  year and 30.2% of net sales in the 1994  fiscal  year.
(Reference is made to "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations"  for  information  concerning the impact of
price increases of the Corporation's key raw materials in fiscal year 1995.) 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 and prices of
underlying raw materials such as petroleum.

              Generally,  the Corporation has had no difficulty in obtaining raw
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.  The
Corporation purchases essentially all its raw materials and dyes.

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 (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 new
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.

              Basic  research  and  development  responsibility  for  particular
product areas is located in the divisions, where process and product development
efforts focus on the specific needs of that  division.  Total  expenditures  for
research, product development,  productivity enhancements,  enhanced styling and
market samples  aggregated  $62.3 million in the 1996 fiscal year, $67.4 million
in the 1995 fiscal year and $68.3  million in the 1994 fiscal year.  Included in
these  amounts are research and  development  expenditures,  which totaled $13.5
million in the 1996 fiscal year ($10.0 million in the apparel  products  segment
and $3.5 million in the interior  furnishings  products segment),  compared with
$17.1 million and $18.9 million in the 1995 and 1994 fiscal years, respectively.

Trademarks and Patents

              The  Corporation  owns  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  carpets  and  Klopman(R)  for
fabrics.

              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  patented  Ultrex(R)
waterproof  breathable  woven fabric used in activewear and barrier  fabrics and
Duracolor(R) and Lees For Life(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  possible  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.

              The  Corporation  derives  licensing  income  (approximately  $3.3
million in the 1996 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 domestic textile industry is 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  nontextile  products.  Textile  competition  is based in  varying
degrees on price,  product  styling and  differentiation,  quality 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.

              Imports  of  foreign-made  textile  and  apparel  products  are  a
significant  source of  competition  for many  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 and apparel textile fabrics, which represent the area of heaviest import
penetration,  represent in excess of 60% of the U.S.  market,  up from less than
approximately 24% in 1975.

              U.S. retailers' and apparel manufacturers'  sourcing decisions are
affected by factors often beyond their control,  such as changing 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. 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,  Thailand,
Malaysia,  the  Philippines,  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 domestic manufacturing sources. 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 away from Far East sources,  indirectly  benefiting  U.S.
textile  producers.  The U.S. "807" tariff  program,  in  particular,  has grown
significantly in the last five years,  benefiting U.S.  textile  producers whose
fabrics are incorporated into garments  assembled in Caribbean  countries before
returning  to U.S.  markets,  where duty is charged upon only the value added in
assembling the garments.

              Under the North  American  Free  Trade  Agreement  ("NAFTA")  with
Mexico and Canada, there are no textile/apparel quotas between the United States
and either  Mexico or Canada for products  which meet certain  origin  criteria.
Tariffs among the three  countries  are either  already zero or are being phased
out over a finite time period.  There are  provisions in NAFTA that give Mexican
apparel makers  incentives to use fabric made in the United States.  Because the
Corporation  is a  major  U.S.  apparel  fabrics  manufacturer  and a  resident,
diversified textile  manufacturer in Mexico, the Corporation believes that NAFTA
is  advantageous  to the  Corporation.  Legislation has been introduced to grant
some  NAFTA-like  benefits  to the  Caribbean  countries.  The  status  of  that
legislation is uncertain at this time.

              It is possible that the combined  benefits of NAFTA,  coupled with
the significant growth of the use of U.S. produced textile products in Caribbean
Basin garment  production  under the "807" tariff program and the possibility of
enhanced  trade  with  the   Caribbean,   could   counterbalance   some  of  the
disadvantages  that will arise out of the  changes  contemplated  in the Uruguay
Round   (referred   to  below).   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 and Mexico,  primarily due to
the advantages of quota/tariff  provisions described above. Apparel imports from
the Caribbean  Basin and Mexico have grown from 6.5% of total apparel imports in
1984 to 32.5% in 1995.  Mexico has now become the largest exporter of apparel to
the U.S., surpassing China, which had been the largest since 1989.

              Also of significance to domestic textile and apparel  companies is
the ultimate impact of the Uruguay Round of multilateral trade negotiations held
under the auspices of GATT (General  Agreement on Tariffs and 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.  In  addition,
tariffs on  textile/apparel  products will be reduced (but not eliminated)  over
the same ten-year period. After the end of the ten years,  textile/apparel trade
would  revert to regular GATT rules which would  prohibit  quotas and most other
non-tariff barriers.

              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. Capital expenditures and systems
improvements  have  centered  on  strengthening  value-added  product and market
diversification  strategies and on increasing  productivity,  lowering costs and
improving quality. The Corporation has also 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  long-run  success  of  the  Corporation's   efforts  will  be
influenced  in varying  degrees by the  phaseout of  bilateral  agreements  with
textile and apparel exporting  countries,  NAFTA, the adoption of legislation or
administrative  actions  restricting or  liberalizing  trade among world textile
producing and  consuming  countries  such as the  enactment of the  GATT/Uruguay
Round   implementing   legislation,   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
will also be  affected by the  ability of certain of the  Corporation's  apparel
fabrics  customers  to remain  competitive,  the  success  of the  Corporation's
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.

Employees

              The  number of persons  employed  by the  Corporation  in both its
domestic and foreign  operations  as of September  28, 1996,  was  approximately
21,000.  The Corporation's  workforce in the United States is not represented by
labor  unions.  All  wage  employees  in the  Corporation's  Mexican  operations
(approximately 800 persons) are represented by labor unions.

Customers

              The  Corporation  markets  its  products to  approximately  13,800
customers in the United States as well as to customers in Canada,  Mexico, Latin
America,  Europe and the Pacific Rim  countries.  For the 1996 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 27% of net
sales.

Backlog

              Several of the Corporation's  divisions operate in businesses that
are characterized by very short forward order positions. The businesses of other
operations have more extended positions. In the aggregate,  however, 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 13.3% of annual net sales at the end of the 1996
fiscal year, compared with approximately 14.8% of annual net sales at the end of
the 1995 fiscal year,  virtually all of which was expected to be shipped  within
less than a year.  Backlog at the end of the 1996  fiscal  year for the  apparel
products  segment  was 15.3% of  annual  net  sales of the  segment  and for the
interior  furnishings  products  segment  was 10.3% 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 (as amended in 1990),  the Resource  Conservation  and
Recovery  Act  (including  amendments  relating  to  underground  tanks) and 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.  The Corporation is presently engaged in a number of
environmental  remediation  plans and has reported  dispositions  of waste which
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 Financial  Condition and Results of Operations" in the Corporation's
1996 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   28,   1996,   the   Corporation   operated  39
manufacturing  plants in the United  States,  of which 22 were  located in North
Carolina,  8 were in Virginia,  3 were in Arkansas,  2 were in Mississippi and 1
each was in Georgia, South Carolina, Tennessee and Texas. All but three of these
plants are owned in fee. The aggregate floor area of these manufacturing  plants
in  the  United  States  is   approximately   14.3  million   square  feet.  The
Corporation's international operations include 3 manufacturing plants in Mexico.

              Of the Corporation's manufacturing plants, 23 are used principally
in the  apparel  products  segment and 19 are used in the  interior  furnishings
products segment.  In addition,  the Corporation has 4 manufacturing  plants not
currently  in  operation.  The  Corporation'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 excellent 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. The Corporation has a major sales and  merchandising  office
in New York City, New York under a lease expiring in 2009.

Item 3.       Legal Proceedings

              In June  1992,  an  action  was  commenced  in the  United  States
District  Court for the Eastern  District of  Arkansas by two  employees  of the
Corporation,  purporting  to  represent  as a  class  all  participants  in  the
Company's Employee Stock Ownership Plan ("ESOP"),  which was created in 1989. In
that year, the Corporation's then-parent sold shares of common stock to the ESOP
for an aggregate  purchase  price of $112.5 million (the "ESOP  Purchase").  The
defendants  included the Corporation and certain of its officers,  directors and
employees,  Morgan  Stanley & Co. and two of its employees,  and  NationsBank of
Georgia, N.A.  ("NationsBank of Georgia"),  the independent trustee of the ESOP.
The  complaint,  as amended,  alleged  certain  breaches of duty by  defendants,
acting as fiduciaries,  the entry into certain  "prohibited  transactions",  and
violation of Section 10b-5 of the Securities  Exchange Act of 1934, in each case
under federal law, and certain breaches of fiduciary duty under Delaware law, in
connection  with the ESOP  Purchase  and certain  other  corporate  transactions
entered into by the Corporation  between 1987 and 1992. The complaint  sought an
award of damages to the ESOP trust,  payment of attorneys'  fees and costs,  and
demanded  rescission  of the 1989  sale of  common  stock to the ESOP  trust and
removal of the  defendants as ESOP  fiduciaries.  In November,  1992,  the Court
granted the motion of the  Corporation to transfer venue to the Middle  District
of North Carolina.

              The Federal Court in North Carolina  certified the case as a class
action.  After  discovery  was  completed,  the  defendants  moved  for  summary
judgment.  The  motion  was  pending  at the time  the  parties  entered  into a
"Stipulation  of Settlement"  to settle the case for the amount of  $26,500,000,
with each of the corporate  defendants agreeing to pay approximately  $9,056,085
(which  included  accrued  interest).  The  Stipulation  of Settlement was given
provisional  approval by the Court on July 19, 1996,  and on September 20, 1996,
the Court entered an order of final approval of the  settlement.  On October 28,
1996, the sum of $9,056,085  was paid by or on behalf of the  Corporation to the
Settlement  Administrator.  The  settlement  fund,  less  amounts  paid  towards
attorney  fees  and  other  expenses  as  ordered  by the  Court,  was  paid  to
NationsBank N.A. (South),  successor in interest to NationsBank (Georgia) as the
ESOP trustee,  on October 29, 1996, for administration  pursuant to the terms of
the ESOP trust.

              The Corporation and its  subsidiaries  also 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

              None.

<PAGE>

Executive Officers of the Corporation

         The Corporation's executive officers are listed below.

              Name                  Age            Position
              ----                  ---            --------

George W. Henderson, III.........   48    Director, President and Chief
                                          Executive Officer

Bernard A. Leventhal.............   63    Director and Vice Chairman

Abraham B. Stenberg..............   61    Director, Executive Vice President
                                          and President and Chief Operating
                                          Officer of the Burlington Interior
                                          Furnishings Group

Gary P. Welchman.................   53    Executive Vice President

John D. Englar...................   49    Director, Senior Vice President,
                                          Corporate Development and Law

Charles E. Peters, Jr. ..........   45    Senior Vice President and Chief
                                          Financial Officer

James H. Clippard, Jr. ..........   59    Vice President, Investor Relations

Agustin J. Diodati...............   58    Vice President and Controller

Barbara K. Eisenberg.............   51    Vice President, Corporate Secretary
                                          and Associate General Counsel

James M. Guin....................   53    Vice President, Human Resources and
                                          Public Relations

Lynn L. Lane.....................   45    Vice President and Treasurer

George C. Waldrep, Jr. ..........   57    Group Vice President

Robert A. Wicker.................   52    Vice President and General Counsel

<PAGE>

              Mr. Henderson has been Chief Executive  Officer of the Corporation
since 1995 and President and Chief Operating  Officer of the  Corporation  since
1993. He was a Group Vice President of the  Corporation for more than five years
prior to 1993.

              Mr.  Leventhal  has been Vice  Chairman of the  Corporation  since
1995. Prior thereto, he was an Executive Vice President of the Corporation (from
1993) and President of the  Corporation's  Menswear  division for more than five
years. Mr. Leventhal was a Group Vice President of the Corporation for more than
five years prior to 1993.

              Mr.   Stenberg  has  been  an  Executive  Vice  President  of  the
Corporation  since  1993  and  President  and  Chief  Operating  Officer  of the
Burlington  Interior  Furnishings  Group  since 1995,  in which  capacity he has
senior  management  responsibility  for the Corporation's  interior  furnishings
segment's four  businesses--Burlington  House,  Burlington House Area Rugs, Lees
and The Bacova Guild,  Ltd.--as well as the Corporation's  operations in Mexico.
Prior thereto,  he was a Group Vice President of the  Corporation  for more than
five years prior to 1993.

              Mr.  Welchman has been Executive Vice President of the Corporation
since 1993.  Prior  thereto,  he was a Group Vice  President of the  Corporation
(from 1991). He has served as President of the Klopman Fabrics division for more
than five years.

              Mr. Englar has been Senior Vice President,  Corporate  Development
and Law of the  Corporation  since  1995.  Prior  thereto,  he was a Senior Vice
President,  Finance  and Law  (from  1993) and Chief  Financial  Officer  of the
Corporation  (from  1994).  He was Vice  President  and  General  Counsel of the
Corporation  for more than five years prior to 1994 and  Secretary for more than
five years prior to 1993.

              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  and  Senior  Vice
President  and  Chief  Financial  Officer  of  GenRad,  Inc.,  a  multi-national
manufacturer of automatic test equipment, prior to 1991.

              Mr.  Clippard has been Vice  President,  Investor  Relations since
August,  1996.  Prior  thereto,  he was Vice  President,  Finance  and  Investor
Relations (from 1994). For more than five years prior thereto he was Director of
Investor Relations for IBM Corporation.

              Mr.  Diodati  has  been a Vice  President  and  Controller  of the
Corporation for more than five years.

              Ms.  Eisenberg has been Vice  President of the  Corporation  since
1995. She has been Secretary of the Corporation since 1993 and Associate General
Counsel of the Corporation for more than five years.

              Mr.  Guin has been Vice  President,  Human  Resources  and  Public
Relations,  since  January,  1996.  He was Director of Human  Resources  for the
Corporation  from  1993  through  1995 and  prior  thereto  he was a  divisional
personnel manager for various divisions of the Corporation.

              Ms.  Lane  was  elected  Vice   President  and  Treasurer  of  the
Corporation  in August,  1996.  She was Vice  President  and  Treasurer  of R.J.
Reynolds  Tobacco  Company  from  1995  until  joining  Burlington  and was Vice
President and Assistant  Treasurer,  Capital  Markets of RJR Nabisco,  Inc. from
1991 to 1995.

              Mr. Waldrep has been a Group Vice President of the Corporation for
more than five years.

              Mr.  Wicker has been Vice  President  and  General  Counsel of the
Corporation  since 1995. He was  Associate  General  Counsel of the  Corporation
since 1993, and was a partner at the law firm of Smith,  Helms,  Mulliss & Moore
for more than five years prior thereto.

              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 R to the Notes to Consolidated Financial
Statements in the  Corporation's  1996 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 1996 and 1995. The  Corporation's  common stock is traded on the
New York Stock Exchange and the Pacific Stock Exchange.

              As of November 18, 1996, there were approximately 1,652 holders of
record  of the  Corporation's  common  stock and four  holders  of record of the
Corporation's nonvoting common stock.

              The  Corporation  has not paid any cash  dividends  on its  common
stock during fiscal years 1996 and 1995. The Corporation's bank credit agreement
places  annual  limitations  on the payment of  dividends  on the  Corporation's
common stock. Under such agreement,  the Corporation may not pay dividends in an
aggregate  amount in any fiscal year, on a cumulative  basis since the beginning
of  such  fiscal  year  through  such  time,  in  an  amount  exceeding  50%  of
Consolidated  Net Income  (as  defined in such bank  credit  agreement)  for the
preceding fiscal year.

Item 6.       Selected Financial Data

              The  information  required  by this Item is set forth in the table
entitled  "Statistical  Review"  in the  Corporation's  1996  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  1996 Annual Report to Shareholders,
and  the  material  referenced  therein  in  Notes  B  and  O to  the  Notes  to
Consolidated  Financial  Statements in the  Corporation's  1996 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 1996 Annual Report to Shareholders. See
Item  14  for a  list  of  those  financial  statements  and  the  pages  of the
Corporation's   1996  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
caption  "Information  about Nominees and Directors" in the Corporation's  Proxy
Statement dated December 16, 1996 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 16, 1996
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 16, 1996 and is incorporated herein
by reference.

Item 13.      Certain Relationships and Related Transactions

              The  information  required  by  this  Item  is  set  forth  in the
paragraph  immediately  following the notes to the Summary Compensation Table in
the  Corporation's  Proxy  Statement dated December 16, 1996 and is incorporated
herein by reference.

                                     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 1996 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 40)

                            Consolidated Statements of Operations -
                               for the  fiscal years ended  September  28, 1996,
                               September  30, 1995 and October 1, 1994 (page 24)

                            Consolidated Balance Sheets -
                               as of September 28, 1996 and September 30, 1995
                               (page 25)

                            Consolidated  Statements  of  Cash  Flows  - 
                               for  the  fiscal years ended  September 28, 1996,
                               September 30, 1995 and October 1, 1994 (page 26)

                            Notes to Consolidated Financial Statements (pages 27
                               to 38)

                     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  has not  filed  any  reports  on Form 8-K
                     during the last quarter of fiscal year 1996.


<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 12, 1996
                                           By /s/ George W. Henderson, III
                                             --------------------------------
                                                  George W. Henderson, III
                                                  President 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, President and         December 12, 1996
----------------------------  Chief Executive Officer
    George W. Henderson, III  (Principal Executive Officer)

/s/ Charles E. Peters, Jr.    Senior Vice President and       December 12, 1996
----------------------------  Chief Financial Officer
    Charles E. Peters, Jr.    (Principal Financial Officer)

/s/ Agustin J. Diodati        Vice President and Controller   December 12, 1996
----------------------------  (Principal Accounting
    Agustin J. Diodati         Officer)

/s/ Joseph F. Abely, Jr.      Director                        December 12, 1996
----------------------------
    Joseph F. Abely, Jr.

/s/ John D. Englar            Director                        December 12, 1996
----------------------------
    John D. Englar

/s/ Frank S. Greenberg        Director                        December 12, 1996
----------------------------
    Frank S. Greenberg

/s/ Bernard A. Leventhal      Director                        December 12, 1996
----------------------------
    Bernard A. Leventhal

/s/ David I. Margolis         Director                        December 12, 1996
----------------------------
    David I. Margolis

/s/ John G. Medlin, Jr.       Director                        December 12, 1996
----------------------------
    John G. Medlin, Jr.

/s/ Nelson Schwab III         Director                        December 12, 1996
----------------------------
    Nelson Schwab III

/s/ Abraham B. Stenberg       Director                        December 12, 1996
----------------------------
    Abraham B. Stenberg

<PAGE>

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

    Exhibit
       No.                 Description
   ----------              -----------

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

      3.2         Bylaws of the Corporation  (incorporated by reference from the
                  Corporation's  Form 10-K  Annual  Report for the  fiscal  year
                  ended October 1, 1994.)

      4.1         Credit  Agreement  dated as of September  30, 1988, as amended
                  and  restated as of November 8, 1995,  among the  Corporation,
                  the Lenders listed therein,  Chemical Bank ("Chemical"),  Bank
                  of America Illinois,  The Bank of Nova Scotia  ("Scotiabank"),
                  The Chase Manhattan Bank,  N.A.,  First Union National Bank of
                  North Carolina,  NationsBank,  N.A. and Wachovia Bank of North
                  Carolina,    N.A.,   as   Managing   Agents,    Chemical,   as
                  Administrative   Agent,  and  Scotiabank,   as  Fronting  Bank
                  (incorporated  by reference  from the  Corporation's  Form 8-K
                  Report dated November 9, 1995).

      4.2         Indenture   dated  as  of  September  1,  1995,   between  the
                  Corporation  and Wachovia  Bank of North  Carolina,  N.A.,  as
                  Trustee,  relating to the 7.25% Notes of the  Corporation  due
                  2005   (incorporated  by  reference  from  the   Corporation's
                  Registration Statement on Form S-3, filed on August 2, 1995.)

                  NOTE:  Pursuant to the  provisions of Item 601  (b)(4)(iii) of
                  Regulation S-K, the Corporation  hereby  undertakes to furnish
                  to the  Commission  upon request  copies of other  instruments
                  pursuant to which various  entities hold long-term debt of the
                  Corporation   or   its    consolidated    or    unconsolidated
                  subsidiaries,  none of which instruments governs  indebtedness
                  exceeding 10% of the total assets of the  Corporation  and its
                  subsidiaries on a consolidated basis.

      10.1        Lease dated as of May 1, 1994, between the Corporation and The
                  Fisher-Sixth  Avenue  Company and  Hawaiian  Sixth Ave.  Corp.
                  (incorporated by reference from the Corporation's Registration
                  Statement on Form 8-B, filed on June 3, 1994.)

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

      10.3        Agreement   dated  as  of  February   1,  1996,   between  the
                  Corporation  and George W.  Henderson,  III  (incorporated  by
                  reference from the  Corporation's  Form 10-Q Quarterly  Report
                  for the fiscal  quarter  ended  March 30,  1996).  (Management
                  contract or compensatory plan, contract or arrangement).

      10.4        Agreement   dated  as  of  November   8,  1994,   between  the
                  Corporation   and  Bernard  A.  Leventhal   (incorporated   by
                  reference from the  Corporation's  Form 10-K Annual Report for
                  the fiscal year ended October 1, 1994).  (Management  contract
                  or compensatory plan, contract or arrangement).

      10.5        Agreement   dated  as  of  November   8,  1994,   between  the
                  Corporation and Abraham B. Stenberg (incorporated by reference
                  from the Corporation's  Form 10-K Annual Report for the fiscal
                  year  ended   October  1,  1994).   (Management   contract  or
                  compensatory plan, contract or arrangement).

      10.6        Agreement   dated  as  of  February   1,  1996,   between  the
                  Corporation and John D. Englar (incorporated by reference from
                  the  Corporation's  Form 10-Q Quarterly  Report for the fiscal
                  quarter  ended  March  30,  1996).   (Management  contract  or
                  compensatory plan, contract or arrangement).

      10.7        Agreement   dated  as  of  February   1,  1996,   between  the
                  Corporation and James M. Guin  (incorporated by reference from
                  the  Corporation's  Form 10-Q Quarterly  Report for the fiscal
                  quarter  ended  March  30,  1996).   (Management  contract  or
                  compensatory plan, contract or arrangement).

      10.8        Agreement   dated  as  of  February   1,  1996,   between  the
                  Corporation  and Gary P. Welchman  (incorporated  by reference
                  from the  Corporation's  Form 10-Q  Quarterly  Report  for the
                  fiscal quarter ended March 30, 1996).  (Management contract or
                  compensatory plan, contract or arrangement).

      10.9        Agreement  dated as of June 1, 1995,  between the  Corporation
                  and Agustin J. Diodati  (incorporated  by  reference  from the
                  Corporation's  Form 10-K  Annual  Report for the  fiscal  year
                  ended   September   30,   1995).   (Management   contract   or
                  compensatory plan, contract or arrangement).

      10.10       Agreement dated as of May 1, 1996, between the Corporation and
                  George C. Waldrep,  Jr.  (incorporated  by reference  from the
                  Corporation's  Form  10-Q  Quarterly  Report  for  the  fiscal
                  quarter  ended  June  29,  1996).   (Management   contract  or
                  compensatory plan, contract or arrangement).

      10.11       Agreement   dated  as  of  November  13,  1995,   between  the
                  Corporation  and  Charles  E.  Peters,  Jr.  (incorporated  by
                  reference from the  Corporation's  Form 10-K Annual Report for
                  the  fiscal  year  ended  September  30,  1995).   (Management
                  contract or compensatory plan, contract or arrangement).

      10.12       Agreement  dated as of July 5, 1996,  between the  Corporation
                  and Lynn L. Lane.  (Management  contract or compensatory plan,
                  contract or arrangement).

      10.13       1994 Deferred  Compensation  Plan  (incorporated  by reference
                  from the Form 10-K Annual Report for Burlington Equity for the
                  fiscal year ended  October 2, 1993).  (Management  contract or
                  compensatory plan, contract or arrangement).

      10.14       Form of Stock Purchase  Agreement  dated as of March 19, 1992,
                  between Burlington  Industries Equity Inc. (predecessor to the
                  Corporation,  "Burlington  Equity")  and  The  Equitable  Life
                  Assurance Society of the United States and its affiliates (the
                  "Equitable   Investors")   (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).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement).

      10.15       Description of Supplemental Pre-Retirement and Post-Retirement
                  Benefits Plan, as amended,  and form of participant  agreement
                  (incorporated  by reference  from the Form 10-K Annual  Report
                  for  Burlington  Equity for the fiscal  year ended  October 2,
                  1993).  (Management contract or compensatory plan, contract or
                  arrangement).

      10.16       Benefits  Equalization  Plan,  as amended and restated on July
                  28, 1994  (incorporated  by reference  from the  Corporation's
                  Form 10-K Annual Report for the 1994). (Management contract or
                  compensatory plan, contract or arrangement).

      10.17       Stock   Plan   for   Non-Employee    Directors,   as   amended
                  (incorporated by reference from the Corporation's Registration
                  Statement  on Form 8-B,  filed on June 3,  1994).  (Management
                  contract or compensatory plan, contract or arrangement).

      10.18(a)    Burlington  Industries  Equity Inc. 1992 Equity Incentive Plan
                  ("1992  Incentive  Plan")   (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).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement).

      10.18(b)    Amendments to the 1992  Incentive  Plan,  effective as of July
                  22, 1992  (incorporated by reference from the Form 10-K Annual
                  Report for Burlington Equity for the fiscal year ended October
                  3, 1992).  (Management contract or compensatory plan, contract
                  or arrangement).

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

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

      10.19(a)    Burlington Industries,  Inc. 1995 Equity Incentive Plan ("1995
                  Incentive Plan")  (incorporated by reference from Exhibit A to
                  the  Corporation's  proxy  statement dated December 18, 1995).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement).

      10.19(b)    Amendment to 1995 Incentive Plan,  effective as of November 1,
                  1995.  (Management  contract or compensatory plan, contract or
                  arrangement).

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

      10.20(a)    Consulting  Agreement  between  the  Corporation  and Frank S.
                  Greenberg  for calendar year 1996,  effective  January 1, 1996
                  (incorporated  by reference from the  Corporation's  Form 10-K
                  Annual  Report for the fiscal year ended  September 30, 1995).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement).

      10.20(b)    Consulting  Agreement  between  the  Corporation  and Frank S.
                  Greenberg for calendar year 1997,  effective  January 1, 1997.
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement).

      10.21(a)    Stockholder  Agreement  ("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 Form 10-K Annual Report for Capital for the
                  fiscal year ended September 29, 1990).

      10.21(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).

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

      10.22       Receivables  Purchase Agreement dated as of March 26, 1992, as
                  amended  and  restated  as of  August  17,  1994,  among  B.I.
                  Funding, Inc. ("BIF"), the Corporation,  B.I.  Transportation,
                  Inc.   ("BIT")  and   Burlington   Fabrics  Inc.   ("Fabrics")
                  (incorporated  by reference  from the  Corporation's  Form 8-K
                  Report dated August 18, 1994).

      10.23       Amended and Restated  Liquidity  Agreement  dated as of August
                  17,  1994,  among  BIF,  certain  financial   institutions  as
                  Liquidity Lenders, and Scotiabank,  as the Liquidity Agent for
                  the  Liquidity  Lenders  (incorporated  by reference  from the
                  Corporation's Form 8-K Report dated August 18, 1994).

      10.24       Facility  Agreement  dated as of December 18, 1992, as amended
                  and   restated  as  of  August  17,   1994,   among  BIF,  the
                  Corporation,  as Servicer, and Scotiabank,  as Liquidity Agent
                  and  Collateral  Agent  (incorporated  by  reference  from the
                  Corporation's Form 8-K Report dated August 18, 1994).

      10.25(a)    Form  of  Commercial  Paper  Dealer   Agreement   between  the
                  Corporation,  BIF  and  dealers  of  BIF  securities  ("Dealer
                  Agreement")  (incorporated  by  reference  from the Form  10-Q
                  Quarterly Report for Burlington  Equity for the fiscal quarter
                  ended January 2, 1993).

      10.25(b)    Amendment  No.  1 to the  Dealer  Agreement  (incorporated  by
                  reference from the Corporation's  Form 8-K Report dated August
                  18, 1994).

      10.26(a)    Depositary  and  Issuing  and  Paying  Agent  Agreement  dated
                  December 18, 1992, between Chemical and BIF ("DIPA Agreement")
                  (incorporated by reference from the Form 10-Q Quarterly Report
                  for Burlington  Equity for the fiscal quarter ended January 2,
                  1993).

      10.26(b)    Amendment  No.  1 dated as of  August  17,  1994,  to the DIPA
                  Agreement  (incorporated  by reference from the  Corporation's
                  Form 8-K Report dated August 18, 1994).

      10.27(a)    Amended  and  Restated  Subordination  Agreement,  Consent and
                  Acknowledgment,  dated as of December 18, 1992, among Fabrics,
                  the  Corporation,  BIT, BIF and  Scotiabank,  as Liquidity and
                  Collateral Agent ("Subordination  Agreement") (incorporated by
                  reference from the Form 10-Q  Quarterly  Report for Burlington
                  Equity for the fiscal quarter ended January 2, 1993).

      10.27(b)    Amendment   No.  1  dated  as  of  August  17,  1994,  to  the
                  Subordination  Agreement  (incorporated  by reference from the
                  Corporation's Form 8-K Report dated August 18, 1994).

      12          Computation of Ratio of Earnings to Fixed Charges.

      13          Portions  of  the   Corporation's   1996   Annual   Report  to
                  Shareholders expressly incorporated by reference.

      22          List of subsidiaries of the Corporation.

      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 28, 1996
------------------------------------
  Deducted from customer
  accounts receivable:
   Doubtful accounts....  $ 4,226     $ 6,457      $ -    $ 4,487 (2) $ 6,154
                                                               42 (3)
   Discounts............    1,022        (113)(1)    -          -         909
   Returns and
    allowances..........   13,974         429 (1)    -          -      14,403
                          -------     -------      ---    -------     -------
                          $19,222     $ 6,773      $ -    $ 4,529     $21,466
                          =======     =======      ===    =======     =======


Fiscal year ended September 30, 1995
------------------------------------
  Deducted from customer
  accounts receivable:
   Doubtful accounts....  $ 4,001     $10,382     $103(4) $10,184 (2) $ 4,226
                                                               76 (3)
   Discounts............      995          27 (1)    -          -       1,022
   Returns and
    allowances..........   12,250       1,559 (1)  165(4)       -      13,974
                          -------     -------      ---    -------     -------
                          $17,246     $11,968     $268    $10,260     $19,222
                          =======     =======     ====    =======     =======


Fiscal year ended October 1, 1994
---------------------------------
  Deducted from customer
  accounts receivable:
   Doubtful accounts....  $ 4,157    $ 1,624      $  -    $ 1,719 (2) $ 4,001
                                                               61 (3)
   Discounts............    1,009        (14) (1)    -         -          995
   Returns and
    allowances..........   12,546       (296) (1)    -         -       12,250
                          -------     -------      ---    -------     -------
                          $17,712    $ 1,314      $  -    $ 1,780     $17,246
                          =======    =======      ====    =======     =======






(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.
(4)  Represents increase attributable to acquisition.



                                       S-1