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 27, 1997

                         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

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 5, 1997, the aggregate market value of Registrant's  voting stock
held of record by  nonaffiliates  of Registrant was  approximately  $832,896,940
(based upon the closing  composite  price on the New York Stock Exchange on that
date),  excluding Treasury shares and, without  acknowledging  affiliate status,
864,519 shares held beneficially by Directors and executive officers as a group.

As of December 5, 1997, there were outstanding 56,623,310 shares of Registrant's
Common Stock,  par value $.01 per share,  and 3,048,888  shares of  Registrant's
Nonvoting Common Stock, par value $.01 per share.

                       Documents Incorporated by Reference

Portions of Registrant's  1997 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV hereof.

Portions of  Registrant's  Proxy Statement dated December 16, 1997 in connection
with its  Annual  Meeting of  Stockholders  to be held on  February  4, 1998 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. 

              As of  September  27,  1997,  the  Corporation  operated  36  U.S.
manufacturing  plants in seven states and three  manufacturing  plants in Mexico
and  employed  approximately  20,100  persons.  It also held a 50% interest in a
joint venture in India with one manufacturing plant.

              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.  Over the past two years,  the division's  product
development  efforts have produced many high  value-added  products  using finer
wools,  creative blends and innovative  nonwool fabrics.  Products made with the
division's  fabrics  are  sold to the  moderate,  better,  bridge  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.

              Five business  units direct the  division's  sales.  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  is positioned  to address the consumer  casualization  trend and has
been the  division's  fastest  growing  segment  over the past year.  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 retailer  store
labels  and  self-branded  retailers  in  both  menswear  and  womenswear.   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 moisture management  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,  waterproof fabrics,  are
used in leading  brands of skiwear  and other  activewear  and by  suppliers  to
leading  activewear  retailers.  The division is also a producer of  performance
fabrics  for  the  reusable  health  care  market  and   contamination   control
environments.  The  division  recently  introduced  a  new  family  of  Xalt(TM)
composite, laminate fabrics for the outdoor activewear market.

              The  division's  fabrics for interior  furnishings  include  flame
resistant fabrics for use as draperies and bed coverings in major hotels, health
care facilities and on cruise ships.  Additionally,  the division's  fabrics are
used as window coverings in the home and by makers of upholstered  furniture and
wall coverings for commercial environments.

              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) and Xalt(TM)  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.  Burlington Global Denim is a leading  manufacturer
of fashion,  value-added,  specialty  denim  fabrics.  The  division  produces a
diversified  product line that  services the major  brands with  innovative  and
engineered  products  for denim  customization.  It is a major  supplier  to all
segments of the branded, designer and private label business.

              Through its Denim Apparel  Services unit,  the division  brings to
its customers a full package  capability to produce denim garments made from the
division's fabric.

              The  Corporation  has a  50%  interest  in a  joint  venture  with
Mafatlal  Industries  Limited to  manufacture  denim in India for Asian,  Middle
Eastern and European markets. Production began 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 serve the better
men's sportswear and uniform markets.  The division also arranges for production
of finished garments for its customers using its fabrics.

              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 in the local  market and in the form of
garments exported to the United States.  The Company recently began construction
of  facilities  in Mexico for its Menswear and Denim  divisions  and for a joint
venture to produce cotton yarns, principally for use in denim fabric.

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,
                  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,  carpet  tiles and six-foot  vinyl-backed  carpet for
commercial  uses.  During the 1997 fiscal  year,  the  division  terminated  its
production  of  carpet  for  residential  uses.  Reference  is made to  "Item 7.
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  1997 Annual Report to  Shareholders  for  information  concerning
exiting this product line.

              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  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, 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 a 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.  The Bacova  Guild,  Ltd.  is a leading  producer of
printed accent rugs and welcome mats. 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

              Reference is made to Note O to the Notes to Consolidated Financial
Statements in the  Corporation's  1997 Annual Report to  Shareholders,  which is
incorporated herein by reference,  for information  concerning industry segments
for the Corporation's 1997, 1996 and 1995 fiscal years.

Exports

              The  Corporation's  exports have increased to 11.4% of revenues in
fiscal year 1997, with export sales of $239 million.  The  Corporation's  export
sales were $213  million  in fiscal  year 1996 and $161  million in fiscal  year
1995.

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.  During  1997,
production of denim fabric commenced at the Corporation's Indian joint venture.

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 33.4% of net sales in the 1997  fiscal  year,  33.8% of net
sales in the 1996 fiscal  year and 34.1% of net sales in the 1995  fiscal  year.
(Reference  is made to  "Management's  Discussion  and  Analysis  of  Results of
Operations and Financial  Condition" in the Corporation's  1997 Annual Report to
Shareholders  for  information  concerning the impact of price  increases of the
Corporation's  key raw materials).  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.



<PAGE>


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  $57.3 million in the 1997 fiscal year, $62.3 million
in the 1996 fiscal year and $67.4  million in the 1995 fiscal year.  Included in
these  amounts are research and  development  expenditures,  which totaled $11.8
million in the 1997 fiscal year ($8.2  million in the apparel  products  segment
and $3.6 million in the interior  furnishings  products segment),  compared with
$13.5 million and $17.1 million in the 1996 and 1995 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) 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  $2.8
million in the 1997 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   nontextile   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 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 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
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.

              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 should 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 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.

              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,  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 35.5% in 1996,  surpassing imports from the Asian bloc. 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  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.  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 recently denied by 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 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 Corporation
is also investing in apparel fabric  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
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 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  as of September  27, 1997,  was  approximately
20,100.  The Corporation's  workforce in the United States is not represented by
labor  unions.  All  wage  employees  in the  Corporation's  Mexican  operations
(approximately 1,100 persons) are represented by labor unions.

Customers

              The Corporation  primarily  markets its products to  approximately
12,000 customers in the United States. The Corporation also markets its products
to customers in Canada, Mexico, Latin America,  Europe and Asian countries.  For
the 1997  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 28% 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 14.2% of annual net sales at the end of the 1997
fiscal year, compared with approximately 13.3% of annual net sales at the end of
the 1996 fiscal year,  virtually all of which was expected to be shipped  within
less than a year.  Backlog at the end of the 1997  fiscal  year for the  apparel
products  segment  was 17.9% of  annual  net  sales of the  segment  and for the
interior  furnishings  products  segment  was 8.6% of  annual  net  sales of the
segment.



Governmental Regulation

              The  Corporation  is subject to various  Federal,  state and local
laws and regulations limiting the production,  discharge,  storage, handling and
disposal of a variety of substances,  particularly  the Federal Clean Water Act,
the Federal Clean Air Act (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 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
1997 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   27,   1997,   the   Corporation   operated  36
manufacturing  plants in the United  States,  of which 22 were  located in North
Carolina,  seven were in Virginia, two each were in Arkansas and Mississippi and
one each was in Georgia,  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   14.1  million   square  feet.  The
Corporation's  international  operations include three  manufacturing  plants in
Mexico and a joint venture plant in India.

              Of the Corporation's manufacturing plants, 22 are used principally
in the  apparel  products  segment and 17 are used in the  interior  furnishings
products segment. In addition, the Corporation has five 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.



<PAGE>


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

              None.

 
  

<PAGE>

Executive Officers of the Corporation

         The Corporation's executive officers are listed below.

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

George W. Henderson, III.........   49    Director, President and Chief
                                          Executive Officer

Bernard A. Leventhal.............   64    Vice Chairman
                                          (retiring January 31, 1998)

Abraham B. Stenberg..............   62    Director and Vice Chairman

Gary P. Welchman.................   54    Executive Vice President

John D. Englar...................   50    Director, Senior Vice President,
                                          Corporate Development and Law

Charles E. Peters, Jr. ..........   46    Senior Vice President and Chief
                                          Financial Officer

Barbara K. Eisenberg.............   52    Vice President, Corporate Secretary
                                          and Associate General Counsel

James M. Guin....................   54    Vice President, Human Resources and
                                          Public Relations

Lynn L. Lane.....................   46    Vice President, Treasurer and Investor
                                          Relations

George C. Waldrep, Jr. ..........   58    Group Vice President

Robert A. Wicker.................   53    Vice President and General Counsel


              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. The Corporation's  Board of Directors has announced its intention
to elect Mr. Henderson  Chairman of the Board and Chief Executive Officer of the
Corporation upon the retirement of Mr. Greenberg when his term of office expires
at the February 1998 Annual Meeting of Stockholders.

              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. Leventhal will be retiring January 31, 1998.

              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),  Chief  Operating  Officer of the Burlington  Interior
Furnishings Group (from 1995), and 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.

              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 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 has been Vice President and Treasurer  since 1996, and in
October 1997 was elected Vice President,  Treasurer and Investor Relations.  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. Prior thereto,  he was Associate General Counsel of the
Corporation  (from  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  1997 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 1997 and 1996. The  Corporation's  common stock is traded on the
New York Stock Exchange.

              As of November 20, 1997, there were approximately 1,623 holders of
record  of the  Corporation's  common  stock  and two  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 1997 and 1996. 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  1997  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 1997 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 1997 Annual Report to Shareholders. See
Item  14  for a  list  of  those  financial  statements  and  the  pages  of the
Corporation's   1997  Annual  Report  to   Shareholders   from  which  they  are
incorporated.

<PAGE>



                      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, 1997 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, 1997
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, 1997 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 1997 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 34)

                            Consolidated Statements of Operations for the fiscal
                               years ended  September  27, 1997,  September  28,
                               1996 and September 30, 1995 (page 16)

                            Consolidated Balance Sheets -
                               as of September 27, 1997 and September 28, 1996
                               (page 17)

                            Consolidated  Statements  of  Cash  Flows  - for the
                               fiscal years ended September 27, 1997,  September
                               28, 1996 and September 30, 1995 (page 18)

                            Notes to Consolidated Financial Statements (pages 19
                               to 32)

                     2.     Financial Statement Schedules

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



<PAGE>


                     3.     Exhibits

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

              (b)    The  Corporation  filed  the  following  report on Form 8-K
                     during the last quarter of fiscal year 1997:

                     1.   A report on Form 8-K, dated August 8, 1997. The report
                          was "Item 5. Other Events".


<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, 1997
                                           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, 1997
----------------------------  Chief Executive Officer
    George W. Henderson, III  (Principal Executive Officer)

/s/ Charles E. Peters, Jr.    Senior Vice President and       December 12, 1997
----------------------------  Chief Financial Officer
    Charles E. Peters, Jr.    (Principal Financial Officer and
                              Principal Accounting Officer)

/s/ Joseph F. Abely, Jr.      Director                        December 12, 1997
----------------------------
    Joseph F. Abely, Jr.

/s/ John D. Englar            Director                        December 12, 1997
----------------------------
    John D. Englar

/s/ Frank S. Greenberg        Director                        December 12, 1997
----------------------------
    Frank S. Greenberg

/s/ David I. Margolis         Director                        December 12, 1997
----------------------------
    David I. Margolis

/s/ John G. Medlin, Jr.       Director                        December 12, 1997
----------------------------
    John G. Medlin, Jr.

/s/ Nelson Schwab III         Director                        December 12, 1997
----------------------------
    Nelson Schwab III

/s/ Abraham B. Stenberg       Director                        December 12, 1997
----------------------------
    Abraham B. Stenberg

/s/ John F. Ward              Director                        December 12, 1997
----------------------------
    John F. Ward



<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-Q  Quarterly  Report  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 ("Chemical"),  Bank
                  of  America,  N.A.,  The Bank of Nova  Scotia  ("Scotiabank"),
                  Chase Bank ("Chase"),  First Union National Bank, NationsBank,
                  N.A. and Wachovia Bank, N.A. ("Wachovia"), as Managing Agents,
                  Chase (as successor to 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,  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).

    4.3           Form of Rights Agreement dated as of December 3, 1997, between
                  the Corporation and Wachovia,  as Rights Agent,  including the
                  Form of  Rights  Certificate  as  Exhibit  A, the  Summary  of
                  Preferred  Stock Purchase  Rights as Exhibit B and the Form of
                  Certificate  of  Designation  as  Exhibit C  (incorporated  by
                  reference  from  the   Corporation's   Form-8-K  Report  dated
                  December 4, 1997).

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

   10.3           Agreement   dated  as  of  February   1,  1997,   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 29,  1997).  (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,  1997,   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  29,  1997).   (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 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.)

   10.10          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.)

   10.11          Agreement  dated as of July 5, 1996,  between the  Corporation
                  and  Lynn  L.  Lane   (incorporated   by  reference  from  the
                  Corporation's  Form 10-K  Annual  Report for the  fiscal  year
                  ended   September   28,   1996).   (Management   contract   or
                  compensatory plan, contract or arrangement.)

   10.12          1994 Deferred  Compensation  Plan  (incorporated  by reference
                  from the Form 10-K  Annual  Report for  Burlington  Industries
                  Equity Inc.  ("Burlington  Equity")  for the fiscal year ended
                  October 2, 1993).  (Management  contract or compensatory plan,
                  contract or arrangement.)

   10.13          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   (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.)

   10.14          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.)

   10.15          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 fiscal  year ended  October
                  1994).  (Management contract or compensatory plan, contract or
                  arrangement.)

   10.16          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.)

   10.17          Deferred   Compensation   Plan  for   Non-Employee   Directors
                  (incorporated by reference from the Form 10-Q Quarterly Report
                  for the fiscal  quarter  ended  March 29,  1997).  (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.  (Incorporated  by  reference  from the Form 10-K Annual
                  Report  for  the  fiscal  year  ended   September  28,  1996).
                  (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 1997,  effective  January 1, 1997
                  (incorporated  by reference from the  Corporation's  Form 10-K
                  Annual  Report for the fiscal year ended  September 28, 1996).
                  (Management   contract  or  compensatory  plan,   contract  or
                  arrangement.)

   10.20(b)       Consulting  Agreement  between  the  Corporation  and Frank S.
                  Greenberg for calendar year 1998,  effective  January 1, 1998.
                  (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  Burlington
                  Industries  Capital Inc.  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          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").

   10.23          Facility  Agreement dated as of December 10, 1997,  among BIF,
                  the  Corporation,  as  Servicer,  and  Wachovia,  as Agent and
                  Collateral Agent.

   10.24          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.

   10.25          Security  Agreement  dated as of December 10, 1997,  among BIF
                  and Wachovia, as Agent and Collateral Agent.

   10.26          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.

   12             Computation of Ratio of Earnings to Fixed Charges.

   13             Portions  of  the   Corporation's   1997   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 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
                          =======     =======      ===    =======     =======


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
                          =======     =======     ====    =======     =======








(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