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 October 2, 1999

                         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. [X]

As of December 6, 1999, the aggregate market value of Registrant's  voting stock
held of record by  nonaffiliates  of Registrant was  approximately  $185,275,232
(based upon the closing  composite  price on the New York Stock Exchange on that
date),  excluding Treasury shares and, without  acknowledging  affiliate status,
513,195 shares held beneficially by Directors and executive officers as a group.

As of December 6, 1999, there were outstanding 51,623,604 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  1999 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV hereof.

Portions of  Registrant's  Proxy Statement dated December 15, 1999 in connection
with its  Annual  Meeting of  Stockholders  to be held on  February  3, 2000 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 Plan", and Note B of
the Notes to Consolidated  Financial Statements in the Corporation's 1999 Annual
Report to Shareholders.  In Mexico, the Corporation  commenced operations in two
new state-of-the-art  apparel fabric manufacturing  facilities,  brought to full
capacity  a joint  venture  cotton  yarn  manufacturing  facility  and  expanded
significantly  its garment  manufacturing  capacity through the acquisition of a
denim jeans facility and the start-up of a men's slacks  facility.  Construction
of a joint venture denim jeans finishing  facility in Mexico was also completed,
providing the Corporation with the integrated  capacity of converting raw cotton
into shelf-ready, customer-labeled jeans, all in Mexico.

      As of October 2, 1999,  the  Corporation  operated  23 U.S.  manufacturing
plants in six 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.  At October 2, 1999,  the  Corporation  employed  approximately  18,500
persons, not counting joint venture employees.

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 eight distinct
customer groups:

o      Collections:  An array of fabrics  targeted at the  fashion,  comfort and
       performance apparel needs of the "better" women's market.

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" 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.  On May 30, 1998, the division's
textured polyester yarn manufacturing  assets, along with the textured polyester
yarn assets of Unifi,  Inc., were transferred into a newly-formed  company.  The
Corporation holds a minority interest in the venture, which is managed by Unifi.
In November  1998,  the  remaining  assets of the division were sold to Carolina
Mills. The Corporation  entered into long-term yarn supply  agreements with each
of these entities.

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.

      Each of the apparel fabric  businesses also offers customers the option of
purchasing fabrics in the form of customer-specified  garments. During 1998, the
Corporation  commenced a multi-year  effort to expand its direct  garment-making
capabilities  through the  construction or acquisition in Mexico of wholly-owned
facilities and through the purchase of sewing services from contractors or joint
ventures. To date, the Corporation has acquired a jeans sewing plant and started
up  operations  in a slacks  sewing  facility.  It also has entered into a 50/50
joint venture ownership  arrangement with International  Garment  Processors,  a
leader in denim jeans processing.  The venture commenced  operation in late 1999
in a new facility in the State of Chihuahua,  Mexico. When coupled with its yarn
and  fabric  facilities  in  Mexico,  the  Corporation  is able to  convert  raw
materials  to  shelf-ready  denim,  worsted  and worsted  wool blend,  and woven
yarn-dyed cotton garments totally within Mexico.

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.

The product lines consist of:

o            ready-made  and  made-to-measure  draperies,  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 is a leading producer in the United States
of 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.

      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 in the commercial  market,  represent a major 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.  Such samples are generally deliverable within
72 hours after receipt of the specifications.

Financial Information Concerning Industry Segments

      Reference  is  made  to  Note O to the  Notes  to  Consolidated  Financial
Statements in the  Corporation's  1999 Annual Report to  Shareholders,  which is
incorporated herein by reference,  for information  concerning industry segments
for the Corporation's 1999, 1998 and 1997 fiscal years.

Exports

      The Corporation's exports were 14.3% of revenues in fiscal year 1999, with
export sales of $236  million;  of these sales,  $122 million were to Mexico and
Canada. The Corporation's export sales were $237 million in fiscal year 1998 and
$239 million in fiscal year 1997.

Operations

      The Corporation's  domestic  operations are organized primarily by product
category,  and intercompany sales are minimal.  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   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  are also
in place in all businesses.  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.

Year 2000

      Considerable  attention has been focused upon potential  disruptions  that
could result from certain  computer  programs'  inability to recognize  the year
2000.  See "Year 2000" in  "Management's  Discussion  and Analysis of Results of
Operations and Financial  Condition" in the Corporation's  1999 Annual Report to
Shareholders  for  information  concerning  the  impact  of  this  issue  on the
Corporation and its efforts to address it.

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 30.4% of net sales in the 1999 fiscal year, 31.1% of net
sales in the 1998 fiscal  year and 33.4% of net sales in the 1997  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.

      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  (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 $50.9 million in the 1999 fiscal
year, $58.9 million in the 1998 fiscal year and $57.3 million in the 1997 fiscal
year. Included in these amounts are research and development  expenditures which
totaled   $12.1   million  in  the  1999  fiscal  year  ($8.1   million  in  the
PerformanceWear segment, $0.2 million in the CasualWear segment and $3.8 million
in the Interior  Furnishings  segment),  compared  with $14.9  million and $11.8
million in the 1998 and 1997 fiscal years, respectively.

      In November 1999, the Corporation  increased its ownership interest to 51%
in AvantGarb,  LLC, a California start-up company developing novel chemistry for
fabric   applications.   The  Corporation   believes  that  the  application  of
AvantGarb's  research to the next generation of textile  products is potentially
very promising but remains highly experimental at this point.

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(TM)  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 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  $2.9 million in
the 1999 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.

      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 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 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.  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,  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
manufacturing sources closer to point of sale. 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 this hemisphere, indirectly benefiting U.S.
textile producers.

      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 that meet certain origin  criteria.  Tariffs among
the three  countries are either  already zero or are being phased out. 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.  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 the Caribbean Basin
and Mexico  have grown  from 6.5% of total  apparel  imports in 1984 to 39.2% in
1999,  surpassing  imports from the Far East.  Mexico has now become the largest
exporter of apparel to the U.S., surpassing China.

      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/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 that would  prohibit
quotas and most other non-tariff  barriers.  The Clinton  Administration is 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 is subject to  Congressional  approval)
to  facilitate  its  admission to the WTO and access to the more  liberal  trade
regime currently being phased in.

      During 1999,  legislation was  introduced,  but failed to pass by the 1999
adjournment  date,  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.  If enacted,  versions of these bills could have a
negative  impact on the  Corporation.  The bills in various  forms are likely to
continue  to be  considered  in 2000,  and the  Corporation  cannot  predict the
ultimate impact,  if any, on it of legislation and regulation which could emerge
from Congress.

      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 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
also is investing in 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  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  apparel
fabrics 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.

Employees

      The number of persons employed by the Corporation in both its domestic and
foreign  operations,  excluding  joint  ventures,  as of October  2,  1999,  was
approximately  18,500.  The Corporation's  workforce in the United States is not
represented  by labor unions.  All wage employees in the  Corporation's  Mexican
operations (approximately 2,900 persons) are represented by labor unions.

Customers

      The  Corporation  primarily  markets its products to  approximately  8,700
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 1999 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 14.4%
of  annual  net  sales  at the  end of  the  1999  fiscal  year,  compared  with
approximately  13.6% of  annual  net sales at the end of the 1998  fiscal  year,
virtually  all of which was  expected  to be  shipped  within  less than a year.
Backlog at the end of the 1999 fiscal year for the  PerformanceWear  segment was
20.6% of annual net sales of the segment,  for the CasualWear  segment was 19.7%
of annual net sales of the segment, and for the Interior Furnishings segment was
8.1% 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.  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 1999 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 October 2, 1999, the Corporation operated 23 manufacturing plants in
the United States, of which 12 were located in North Carolina,  six in Virginia,
two in Arkansas and one each in Mississippi,  South Carolina 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  10.3 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.

      Of the  Corporation's  manufacturing  plants  (including  the two  garment
assembly plants), 13 are used principally in the PerformanceWear  segment,  four
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.  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 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.

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  1999 Annual Meeting of  Stockholders on February 4,
1999,  the  stockholders  voted to elect  George  W.  Henderson,  III,  David I.
Margolis and W. Barger  Tygart as Directors  for a three-year  term;  to approve
Burlington's  1998 Equity Incentive Plan to provide  long-term equity incentives
to officers and key  employees of the  Corporation;  and to select Ernst & Young
LLP as  independent  public  accountants  for the 1999  fiscal  year.  The votes
received for each such matter were as follows:

                                            Against or                Broker
          Matter                  For        Withheld    Abstain     Non-Votes

Mr. Henderson                 47,759,794       139,039         0         N/A

Mr. Margolis                  47,766,124       132,709         0         N/A

Mr. Tygart                    47,765,932       132,901         0         N/A

1998 Equity Incentive Plan    46,475,166     1,342,930    80,737          0

Ernst & Young LLP             47,786,254        57,212    55,366         N/A


Executive Officers of the Corporation

      The Corporation's executive officers are listed below.

                     Name           Age                  Position

      George W. Henderson, III     51      Director, Chairman of the Board and
                                           Chief Executive Officer

      Abraham B. Stenberg          64      Director and Vice Chairman

      John D. Englar               52      Director, Senior Vice President,
                                           Corporate Development and Law

      Charles E. Peters, Jr.       47      Senior Vice President and Chief
                                           Financial Officer

      John P. Ganley               45      President, Burlington House Division

      Lawrence F. Himes            52      President, Burlington PerformanceWear
                                           Division

      Bernard J. Leonard           60      President, Burlington CasualWear
                                           Division

      James R. McCallum            44      President, Lees Carpet Division

      Judith J. Altman             41      Vice President and Chief
                                           Information Officer

      James M. Guin                56      Vice President, Human Resources
                                           and Public Relations

      George C. Waldrep, Jr.       60      Group Vice President

      Robert A. Wicker             55      Vice President and General Counsel

      Carl J. Hawk                 58      Controller

      Alice Washington Grogan      43      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.  Stenberg has been Vice  Chairman of the  Corporation  since  November
1997. Prior thereto, he was an Executive Vice President of the Corporation (from
1993) and Chief Operating Officer of the Burlington  Interior  Furnishings Group
(from 1995).

      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. Himes has been  President of the Burlington  PerformanceWear  Division
and its  predecessor,  the  Burlington  Menswear  Division,  since  1998.  Prior
thereto,  he was President and a Director of Precision Fabrics Group, Inc. (from
1988).

      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 Public  Relations,
since  1996.  Prior  thereto,  he  was  Director  of  Human  Resources  for  the
Corporation (from 1993 through 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. 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).

      Ms. Grogan has been Corporate  Secretary and Associate  General Counsel of
the Corporation since October 1998. Prior thereto,  she was Corporate  Secretary
(from 1992) and Counsel (from 1989) of Wachovia Corporation.

      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  1999 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 1999 and 1998. The  Corporation's  common stock is traded on the
New York Stock Exchange.

      As of November 10, 1999, there were approximately  1,695 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 1999 and 1998.  The  Corporation's  bank credit  agreements  place
annual limitations on the payment of cash dividends on the Corporation's  common
stock and on stock repurchases.  Under such agreements,  the Corporation may not
pay dividends or repurchase  stock 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  agreements) for the preceding  fiscal year;  however,  in addition,  the
Corporation  may  repurchase  stock in an  aggregate  amount not to exceed  $200
million during the term of such agreements.

Item 6.          Selected Financial Data

      The  information  required by this Item is set forth in the table entitled
"Statistical  Review" in the  Corporation's  1999 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  1999  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  1999  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 1999 Annual Report to Shareholders.  See Item 14 for a list
of those  financial  statements and the pages of the  Corporation's  1999 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 15, 1999 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  15, 1999 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 15, 1999 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 1999 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 38)

                     Consolidated  Statements  of  Operations  - for the  fiscal
                     years ended October 2, 1999,  October 3, 1998 and September
                     27, 1997 (page 18)

                     Consolidated  Balance  Sheets - as of  October  2, 1999 and
                     October 3, 1998 (page 19)

                     Consolidated  Statements of Shareholders'  Equity - for the
                     fiscal years ended September 27, 1997,  October 3, 1998 and
                     October 2, 1999 (page 20)

                     Consolidated  Statements  of Cash  Flows  - for the  fiscal
                     years ended October 2, 1999, October 3, 1998, and September
                     27, 1997 (page 21)

                     Notes to Consolidated Financial Statements (pages 22 to 36)

              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 1999.


<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, 1999
                                         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, 1999
----------------------------     Board and Chief Executive
    George W. Henderson, III     Officer
                                (Principal Executive Officer)

/s/ Charles E. Peters, Jr.      Senior Vice President and      December 15, 1999
----------------------------     Chief Financial Officer
    Charles E. Peters, Jr.      (Principal Financial Officer)


/s/ Carl J. Hawk                Controller                     December 15, 1999
----------------------------    (Principal Accounting Officer)
    Carl J. Hawk

/s/ Jerald A. Blumberg          Director                       December 15, 1999
----------------------------
    Jerald A. Blumberg

/s/ John D. Englar              Director                       December 15, 1999
----------------------------
    John D. Englar

/s/ David I. Margolis           Director                       December 15, 1999
----------------------------
    David I. Margolis

/s/ John G. Medlin, Jr.         Director                       December 15, 1999
----------------------------
    John G. Medlin, Jr.

/s/ Nelson Schwab III           Director                       December 15, 1999
----------------------------
    Nelson Schwab III

/s/ Abraham B. Stenberg         Director                       December 15, 1999
----------------------------
    Abraham B. Stenberg

/s/ Theresa M. Stone            Director                       December 15, 1999
----------------------------
    Theresa M. Stone

/s/ W. Barger Tygart            Director                       December 15, 1999
----------------------------
    W. Barger Tygart


<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  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 November 8, 1995,  among the  Corporation,
                  the Lenders listed  therein,  Chemical Bank,  Bank of America,
                  N.A.,  The Bank of Nova  Scotia  ("Scotiabank"),  Chase  Bank,
                  First Union National Bank ("First Union"),  NationsBank,  N.A.
                  and Wachovia  Bank,  N.A.  ("Wachovia"),  as Managing  Agents,
                  Chase Bank (as successor to Chemical Bank), as  Administrative
                  Agent,  and  Scotiabank,  as Fronting  Bank  (incorporated  by
                  reference  from the  Corporation's  Special Report on Form 8-K
                  dated November 9, 1995).

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

                           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           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  Burlington   Holdings   Inc.'s   ("Burlington
                  Holdings")  Registration  Statement  on  Form  S-1,  File  No.
                  33-16437, filed on August 12, 1987).

   10.2           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.)

   10.3           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). (Management contract or compensatory plan,
                  contract or arrangement.)

   10.4           Description of Supplemental Pre-Retirement and Post-Retirement
                  Benefits Plan, as amended,  and form of participant  agreement
                  (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.)

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

   10.6           Burlington   Industries   Capital  Inc.   ("Capital")   Equity
                  Incentive  Plan  (amending  the  Burlington   Holdings  Equity
                  Incentive  Plan)  (incorporated  by reference  from the Annual
                  Report on Form 10-K for  Capital  for the  fiscal  year  ended
                  September  30,  1989).  (Management  contract or  compensatory
                  plan, contract or arrangement.)

   10.7           Burlington  Equity Amended and Restated Equity  Incentive Plan
                  (the  "1990  Incentive  Plan")  dated as of January  16,  1992
                  (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 compensation plan, contract or
                  arrangement.)

   10.8(a)        Burlington  Equity 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.)

   10.8(b)        Amendments to the 1992  Incentive  Plan,  effective as of July
                  22, 1992  (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 agreements under 1992 Incentive 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(d)        Forms of amendments to agreements  under 1992 Incentive  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)        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.)

   10.9(b)        Amendment to 1995 Incentive Plan,  effective as of November 1,
                  1995 (incorporated by reference from the Annual Report on Form
                  10-K  for  the  fiscal  year  ended   September   28,   1996).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement).

   10.9(c)        Form of agreement under 1995 Incentive Plan  (incorporated  by
                  reference from the Corporation'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(d)        Form of  agreement  under  1995  Incentive  Plan.  (Management
                  contract or compensatory plan, contract or arrangement.)

   10.10          Agreement dated as of January 1, 1998, between the Corporation
                  and George W. Henderson,  III,  incorporated by reference from
                  the  Corporation's  Annual  Report on Form 10-K for the fiscal
                  year  ended   October  3,  1998.   (Management   contract   or
                  compensatory plan, contract or arrangement.)

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

   10.12          Agreement dated as of January 1, 1998, between the Corporation
                  and  John  D.  Englar,  incorporated  by  reference  from  the
                  Corporation'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          Agreement dated as of January 1, 1998, between the Corporation
                  and Charles E. Peters, Jr., incorporated by reference from the
                  Corporation's  Annual  Report on Form 10-K for the fiscal year
                  ended October 3, 1998.  (Management  contract or  compensatory
                  plan, contract or arrangement.)

   10.14          Agreement dated as of January 1, 1998, between the Corporation
                  and John P. Ganley. (Management contract or compensatory plan,
                  contract or arrangement.)

   10.15(a)       1998 Equity Incentive Plan (incorporated by reference from the
                  Corporation's   Proxy  Statement  dated  December  18,  1998).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement)

   10.15(b)       Forms  of  agreements   under  1998  Equity   Incentive  Plan.
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement.)

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

   10.17(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 Annual Report on Form 10-K for  Burlington
                  Industries  Capital Inc.  for the fiscal year ended  September
                  29, 1990).

   10.17(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).

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

   10.18          Amended and Restated  Receivables  Purchase Agreement dated as
                  of December 10, 1997, among B.I. Funding,  Inc.  ("BIF"),  the
                  Corporation,  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  Corporation's  Annual Report on Form 10-K
                  for the fiscal year ended September 27, 1997).

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

   10.20          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  Corporation's  Annual  Report  on Form  10-K for the
                  fiscal year ended September 27, 1997).

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

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

   12             Computation of Ratio of Earnings to Fixed Charges.

   13             Portions  of  the   Corporation's   1999   Annual   Report  to
                  Shareholders expressly incorporated by reference.

   21             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 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
                          =======    =======      ====      =======     =======


Fiscal year ended September 27, 1997
------------------------------------
 Deducted from customer
  accounts receivable:
   Doubtful accounts....  $ 6,154    $ 3,478      $  -      $ 4,184 (2)  $5,439
                                                                  9 (3)
   Discounts............      909         12  (1)    -            -         921
   Returns and
    allowances..........   14,403        (75) (1)    -            -      14,328
                          -------    -------      ----      -------     -------
                          $21,466    $ 3,415      $  -      $ 4,193     $20,688
                          =======    =======      ====      =======     =======


(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