Exhibit 10.20(b)


                                        January 1, 1997



Mr. Frank S. Greenberg



Dear Frank:

This letter will confirm our  understanding of the arrangements  under which you
are to provide consulting services for Burlington Industries, Inc. ("Burlington"
or the "Company"). The terms of this arrangement are set out below.

        1. You will render  services as an  independent  private  consultant  to
Burlington at times and places deemed  mutually  agreeable.  In your  consulting
activities  for  the  Company,  you  will  report  to  George  Henderson  or his
designated representative.

        2. Your  services  will be rendered as needed over the period of January
1, 1997 through December 31, 1997 (the "Consulting Period").

        3. It is understood that during the Consulting  Period, the Company will
pay you an annual retainer fee of $100,000.00,  payable pro rata in arrears on a
monthly basis,  for your  commitment to provide  consulting time to the Company.
For all consulting days requested and provided, by mutual agreement, the Company
will also pay you at the rate of  $4,000.00  per day,  provided  that the annual
aggregate  amount of per diem fees will not exceed  $100,000.00.  An invoice for
services  rendered  shall  be  submitted  by the 5th day of each  month  for the
preceding month's services.

        4. This  Agreement  can be  terminated  at any time during the period by
yourself upon the provision of ninety (90) days written  notice.  This Agreement
may be  extended  beyond the  Consulting  Period upon the mutual  agreement  and
written consent of the parties.

    5. It is understood  that the Company will reimburse you for air travel,  or
any other reasonable travel expense to and from the location of your assignment,
including lodging,  meals, travel, and miscellaneous expenses as provided by the
Burlington  expense  report  policy.  All such expenses are to be submitted on a
monthly basis,  covered by a properly  completed and signed  Burlington  expense
report  form.  You  acknowledge  and  agree  that  you will  not be  covered  by
Burlington's  business  travel/accident  insurance  policies  when  traveling in
performance of the services being rendered hereunder.

        6. During the period  hereof,  you shall remain free to  undertake  both
professional and consulting  agreements with other parties,  provided,  however,
that you will not become employed by or render  advisory or consulting  services
to any competitor (present or potential) of Burlington without our prior written
consent and approval.  If you accept full time  employment by a person or entity
other than Burlington  during the period hereof or become employed by or perform
any  services  for  a  competitor  without  our  consent,  this  Agreement  will
automatically  terminate.  Your commitments hereunder with respect to refraining
from  providing  services to any  competitor  (or become  employed  thereby) are
separate from and independent of other non-compete,  non-disclosure  obligations
which you may have under any employment or benefit arrangement with the Company,
and no consent to provide  services  to a  competitor  under this  Agreement  or
cancellation  of  this  Agreement  shall  affect  in  any  way  any  such  other
obligation, or be deemed to consent to any potential violation thereof.

        7. You recognize and confirm your continuing obligation, notwithstanding
any provision of this Agreement to the contrary,  to maintain  confidential  all
information,  operations  or  situations  treated by Burlington as secret and/or
confidential  which  became  known to you during  the course of your  employment
prior to the date of this Agreement. You recognize that in working with us under
this  Agreement  it will be  necessary  to  disclose  to you and  expose  you to
information,  operations,  and situations  which we treat as  confidential.  You
agree accordingly to keep these matters, any trade secrets and the scope of your
work with us entirely secret and confidential until made public by Burlington.

        8. You  recognize  and confirm,  notwithstanding  any  provision of this
Agreement to the contrary, that all improvements, inventions, designs and useful
ideas conceived or made by you during your past employment with Burlington which
relate  in any way to  Burlington's  business  shall be  disclosed  promptly  in
writing, drawing or other tangible form to Burlington and shall be its exclusive
property. All improvements, inventions, designs and useful ideas and other works
of authorship  conceived or made by you in connection  with your  performance of
services under this Agreement shall be disclosed promptly in writing, drawing or
other tangible form to Burlington and shall be its exclusive property.  All such
property described herein shall be assigned or conveyed to Burlington. You agree
further to execute all necessary  applications  and assignments  with respect to
such  property  which  we may  prepare  at our  own  expense.  There  will be no
additional  costs or charges to the Company for the  assignment or conveyance of
such rights or applications, if any, to the Company.

    9. You  acknowledge  and agree that  Burlington has no obligation to pay you
severance pay or any other  compensation  not  expressly  provided for herein by
virtue of your performance of services under this Agreement.

    10. It is  understood  and agreed  that the  services  to be rendered by you
under   this   Agreement   shall   be   rendered   by  you  as  an   independent
contractor/consultant  and you will not be  deemed  an  employee  of  Burlington
Industries, Inc. or any of its subsidiaries, and as such you will not be covered
under any of the Company's employee benefit programs, except those for which you
may have become eligible by virtue of your previous employment with Burlington.

    11.  Burlington  will deduct  applicable FICA and income taxes from payments
for services rendered under this Agreement.

    12. You hereby  represent that, to your knowledge,  there are no impediments
or preexisting obligations which could prevent or impair your ability to perform
the  terms of this  Agreement.  In the  event you are  unable  to  perform  your
obligations hereunder by reason of such impediments or preexisting  obligations,
then Burlington shall be released from all obligations under this Agreement.

    13. This integrated  document (as it may be amended or extended from time to
time pursuant to paragraph 4 herein) constitutes the entire Agreement concerning
your  consulting  activities  for  Burlington,   as  addressed  herein;  and  it
supersedes and replaces all prior  negotiations  and all agreements  proposed or
otherwise, whether written or oral, concerning all the services covered herein.

    14. Your obligations under paragraphs 7 and 8 will survive the expiration or
termination of this Agreement.

If the foregoing confirms our understanding, would you please sign and return to
us the enclosed duplicate original of this letter.

                                            Sincerely,

                                            BURLINGTON INDUSTRIES, INC.



                                            By_________________________
                                              George W. Henderson, III
                                              President and Chief
                                              Executive Officer


Confirmed and Agreed to:


------------------------------
Frank S. Greenberg

Date Signed___________________