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 3, 1998

                         Commission file number 1-10984 

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

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

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

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

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

                                           Name of each exchange
         Title of each class               on which registered       

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

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

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

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

As of December 7, 1998, the aggregate market value of Registrant's  voting stock
held of record by  nonaffiliates  of Registrant was  approximately  $582,134,324
(based upon the closing  composite  price on the New York Stock Exchange on that
date),  excluding Treasury shares and, without  acknowledging  affiliate status,
470,316 shares held beneficially by Directors and executive officers as a group.

As of December 7, 1998, there were outstanding 56,919,705 shares of Registrant's
Common  Stock,  par value $.01 per share,  and  704,301  shares of  Registrant's
Nonvoting Common Stock, par value $.01 per share.

                       Documents Incorporated by Reference

Portions of Registrant's  1998 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV hereof.

Portions of  Registrant's  Proxy Statement dated December 18, 1998 in connection
with its  Annual  Meeting of  Stockholders  to be held on  February  4, 1999 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.  References  herein  to the  "Corporation"  mean
Burlington Industries, Inc. ("Burlington") and its subsidiaries.

      As of October 3, 1998,  the  Corporation  operated  32 U.S.  manufacturing
plants in six states and three  manufacturing  plants in Mexico (two  additional
plants are  substantially  completed).  It also held a 50% interest in two joint
ventures,  one in India with one manufacturing  plant and one in Mexico with one
manufacturing  plant,  and a  minority  interest  in a U.S.  yarn  manufacturing
venture.  At October 3, 1998,  the  Corporation  employed  approximately  18,900
persons.

Products for Apparel Markets

              Worsted and worsted wool blend  fabrics.  The  Corporation  is the
leading  domestic  manufacturer  of woven  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, its product  development  efforts
have produced many high value-added products using finer wools,  creative blends
and innovative  nonwool fabrics.  Products made with its fabrics are sold to the
moderate,  better  and  bridge  segments  of  men's  and  women's  apparel.  The
Corporation  also sells worsted wool and wool blend fabrics to  manufacturers of
better career and uniform apparel.

      Woven  synthetic  fabrics.  The  Corporation 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 Corporation 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. It
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 Corporation 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 the Ultrex(R) line of breathable,  waterproof fabrics and the Xalt(TM)
family of composite, laminate fabrics, are used in leading brands of skiwear and
other  activewear  and  by  suppliers  to  leading  activewear  retailers.   The
Corporation  also  produces  performance  fabrics for the  reusable  health care
market and contamination control environments.

      The Corporation 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  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.

      Denim  fabrics.  The  Corporation  is a leading  manufacturer  of fashion,
value-added,  specialty  denim fabrics.  It 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.

      The  Corporation  has a 50%  interest  in a joint  venture  with  Mafatlal
Industries Limited to manufacture denim in India.  Production began in mid-1997.
It  also  has  entered  into a 50%  joint  venture  ownership  arrangement  with
International  Garment  Processors,  a leader  in denim  jeans  processing.  The
venture  will  commence   operation  in  late  1999  in  a  new  facility  under
construction in the State of Chihuahua, Mexico.

      Cotton fabrics.  The Corporation produces 100% cotton and cotton/polyester
blend woven and knitted fabrics to serve the better men's sportswear and uniform
markets.

      Apparel  Services.  The  Corporation  also offers  customers the option of
purchasing  fabrics in the form of  customer-specified  garments.  To date,  the
Corporation  has contracted  for cut and sew services with outside  contractors,
principally  in Mexico.  During  1998,  the  Corporation  commenced a multi-year
effort to expand its direct garment-making capabilities through the construction
in Mexico of a number of  state-of-the-art  facilities  and will equip and train
the work  forces with the aid of a leading  apparel  consultant.  Investment  in
these facilities over the next three years will exceed $80 million. When coupled
with the yarn, fabric and processing  facilities currently under construction in
Mexico (as described above and below),  the Corporation  will be able to convert
raw  materials to  shelf-ready  denim,  worsted and worsted wool blend  garments
totally within Mexico.

      Yarn Disposition. The Corporation disposed of the assets of its Burlington
Madison Yarn division during the past year. The division was a major supplier of
textured and spun synthetic yarns. On May 30, 1998, the division's textured yarn
manufacturing  assets,  along with the textured yarn assets of Unifi, Inc., were
transferred  into a  newly-formed  company.  The  Corporation  holds a  minority
interest in the  venture,  which will be managed by Unifi.  On November 6, 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.

      Mexican operations.  In Mexico, the Corporation manufactures woven fabrics
for apparel  which are sold in the local  market  and, in the form of  garments,
exported to the United States. In December 1997,  construction  commenced on new
facilities  in Mexico to produce  worsted  wool and denim fabric and for a joint
venture to produce cotton yarns,  principally  for use in denim fabric.  Yarn is
being produced by the joint venture facility, currently at partial capacity, and
is being  consumed  at the  Corporation's  Mississippi  denim  facility  pending
commencement of denim  production at the Mexican site scheduled for Spring 1999.
Worsted fabric production will commence late in the 1999 fiscal year.

Products for Interior Furnishings Markets

      Interior  furnishings  fabrics and 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 bedroom ensembles,  draperies and window
coverings.




<PAGE>


The product lines consist of:

    o   ready-made and made-to-measure draperies, window coverings, coordinating
        bedroom  ensembles,  table  linens and throws 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) sold to all major
        domestic  manufacturers  of  mattresses  for  both the  residential  and
        institutional  markets (The  Corporation 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 it  produces  the widest
        variety of ticking patterns of any domestic manufacturer.);

    o   woven  jacquard  and  textured   fabrics  for  residential   upholstered
        furniture   which  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.

      The Corporation  manufactures flame resistant fabrics for use as draperies
and bed  coverings  in major  hotels and health  care  facilities  and on cruise
ships. Additionally, its fabrics are used as window coverings in the home and by
makers of upholstered furniture and wall coverings for commercial  environments.
The  Corporation  recently  introduced  a new  Seasons  by  Burlington(TM)  high
performance, fade-, stain-, and mildew-resistant outdoor fabric.

      Area rugs. 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  Burlington  House
American Lifestyle(TM) name to discount stores.

      Accent rugs. The Corporation is a leading  producer of printed accent rugs
and welcome mats. 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
us 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.  It also have  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 allows us to offer 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.

      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  1998 Annual Report to  Shareholders,  which is
incorporated herein by reference,  for information  concerning industry segments
for the Corporation's 1998, 1997 and 1996 fiscal years.

Exports

      The  Corporation's  exports have  increased to 11.8% of revenues in fiscal
year 1998,  with export sales of $237 million.  The  Corporation's  export sales
were $239 million in fiscal year 1997 and $213 million in fiscal year 1996.

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 most 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, knitted or
tufted  into fabric or carpet.  Fabric is then sold either in dyed and  finished
form, as greige (unfinished) goods or 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  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.



<PAGE>


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  1998 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 31.1% of net sales in the 1998 fiscal year, 33.4% of net
sales in the 1997 fiscal  year and 33.8% of net sales in the 1996  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.

      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 $58.9 million in the 1998 fiscal
year, $57.3 million in the 1997 fiscal year and $62.3 million in the 1996 fiscal
year. Included in these amounts are research and development expenditures, which
totaled  $14.9  million in the 1998 fiscal  year  ($10.8  million in the apparel
products segment and $4.1 million in the interior furnishings products segment),
compared with $11.8 million and $13.5 million in the 1997 and 1996 fiscal years,
respectively.

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  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  $2.1 million in
the 1998 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 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 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,  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 38.7%
in 1997,  surpassing  imports  from the Asian  bloc.  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 2005. 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 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.

      During 1998,  legislation was introduced,  but failed to pass, relating to
trade between the U.S. and Sub-Saharan  African nations,  trade between the U.S.
and the Caribbean  countries,  and reduction of wool fabric tariffs. If enacted,
versions  of these bills could have had  significantly  negative  impacts on the
Corporation.  The bills in various forms are likely to be re-introduced in 1999,
and the  Corporation  cannot  predict  the  ultimate  impact,  if any,  on it of
legislation and regulation which could emerge from Congress.

      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  October  3,  1998,  was  approximately  18,900.  The
Corporation's workforce in the United States is not represented by labor unions.
All wage employees in the Corporation's Mexican operations  (approximately 1,100
persons) are represented by labor unions.

Customers

      The Corporation  primarily  markets its products to  approximately  10,500
customers in the United  States.  The  Corporation  also markets its products to
customers in Canada, Mexico, Latin America, Europe and Asian countries.  For the
1998  fiscal  year,  no  single  customer  represented  more  than  10%  of  the
Corporation's net sales, and the  Corporation's 10 largest  customers  accounted
for approximately 27% of net sales.

Backlog

      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 13.6%
of  annual  net  sales  at the  end of  the  1998  fiscal  year,  compared  with
approximately  14.2% of  annual  net sales at the end of the 1997  fiscal  year,
virtually  all of which was  expected  to be  shipped  within  less than a year.
Backlog at the end of the 1998 fiscal year for the apparel  products segment was
18.1% of  annual  net  sales of the  segment  and for the  interior  furnishings
products segment was 7.4% 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 1998 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 3, 1998, the Corporation operated 32 manufacturing plants in
the United  States,  of which 19 were located in North  Carolina,  seven were in
Virginia,  two each were in Arkansas and  Mississippi  and one each was in 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   13.0  million  square  feet.  The  Corporation's   international
operations  include  three  manufacturing  plants in Mexico and a joint  venture
plant in India. Two wholly-owned plants and two joint venture plants, all in the
apparel  products  segment,  are under  construction  or are being  equipped  in
Mexico.

      Of the Corporation's  manufacturing plants, 21 are used principally in the
apparel  products segment and 14 are used in the interior  furnishings  products
segment.  In  addition,  the  Corporation  has seven  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.

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.

Executive Officers of the Corporation

      The Corporation's executive officers are listed below.

                     Name         Age       Position

      George W. Henderson, III    50     Director, Chairman of the Board and
                                         Chief Executive Officer

      Abraham B. Stenberg         63     Director and Vice Chairman

      Gary P. Welchman            55     Executive Vice President

      John D. Englar              51     Director, Senior Vice President,
                                         Corporate Development and Law

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

      Judith J. Altman            40     Vice President and Chief
                                         Information Officer

      James M. Guin               55     Vice President, Human Resources
                                         and Public Relations

      Lynn L. Lane                47     Vice President, Treasurer and Investor
                                         Relations

      George C. Waldrep, Jr.      59     Group Vice President

      Robert A. Wicker            54     Vice President and General Counsel

      Alice Washington Grogan     42     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.  Welchman has been Executive Vice President of the  Corporation  since
1993. 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).

      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. Altman joined  Burlington  in  September,  1998 as Vice  President and
Chief Information Officer. Prior thereto, she was Senior Director of Information
Systems  with  Polo/Ralph  Lauren  (from  1995),  Vice  President of New Product
Development  of CMS,  Inc.  (from  1994 to 1995)  and  Director  of  Information
Services of the Clorox Company (prior to 1994).

      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).

      Ms. Lane has been Vice President,  Treasurer and Investor  Relations since
1997.  Prior thereto she was Vice President and Treasurer  (from 1996).  She was
Vice President and Treasurer of R.J.  Reynolds  Tobacco  Company from 1995 until
joining  Burlington  and was Vice  President  and Assistant  Treasurer,  Capital
Markets of RJR Nabisco, Inc. (from 1991 to 1995).

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

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

      Ms. Grogan joined Burlington in October,  1998 as Corporate  Secretary and
Associate  General  Counsel.  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  1998 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 1998 and 1997. The  Corporation's  common stock is traded on the
New York Stock Exchange.

      As of November 11, 1998, there were approximately  1,526 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 1998 and 1997.  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  1998 Annual Report to Shareholders,
and is incorporated herein by reference.



<PAGE>


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  1998  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  9 in  the  Corporation's  1998  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 1998 Annual Report to Shareholders.  See Item 14 for a list
of those  financial  statements and the pages of the  Corporation's  1998 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 18, 1998 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  18, 1998 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 18, 1998 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 1998 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 30)

                     Consolidated  Statements  of  Operations  - for the  fiscal
                     years  ended  October  3,  1998,  September  27,  1997  and
                     September 28, 1996 (page 12)

                     Consolidated  Balance  Sheets - as of  October  3, 1998 and
                     September 27, 1997 (page 13)

                     Consolidated  Statements  of Cash  Flows  - for the  fiscal
                     years  ended  October  3,  1998,  September  27,  1997  and
                     September 28, 1996 (page 14)

                     Notes to Consolidated Financial Statements (pages 15 to 28)

              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 1998.



<PAGE>






                                                      14


                                   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 18, 1998
                                            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 18, 1998
----------------------------   the Board and Chief
    George W. Henderson, III   Executive Officer (Principal
                               Executive Officer)

/s/ Charles E. Peters, Jr.     Senior Vice President and       December 18, 1998
----------------------------   Chief Financial Officer
    Charles E. Peters, Jr.     (Principal Financial Officer
                               and Principal Accounting
                               Officer)

/s/ Joseph F. Abely, Jr.       Director                        December 18, 1998
----------------------------
    Joseph F. Abely, Jr.

/s/ Jerald J. Blumberg         Director                        December 18, 1998
----------------------------
    Jerald J. Blumberg

/s/ John D. Englar             Director                        December 18, 1998
----------------------------
    John D. Englar

/s/ David I. Margolis          Director                        December 18, 1998
----------------------------
    David I. Margolis

/s/ John G. Medlin, Jr.        Director                        December 18, 1998
----------------------------
    John G. Medlin, Jr.

/s/ Nelson Schwab III          Director                        December 18, 1998
----------------------------
    Nelson Schwab III

/s/ Abraham B. Stenberg        Director                        December 18, 1998
----------------------------
    Abraham B. Stenberg

/s/ W. Barger Tygart           Director                        December 18, 1998
--------------------
    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  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           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           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).

   10.2           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.)

   10.3           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   (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.)

   10.4           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.)

   10.5           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 1,
                  1994).  (Management contract or compensatory plan, contract or
                  arrangement.)

   10.6           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.)

   10.7           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).

   10.8           Burlington  Industries Equity Inc. Amended and Restated Equity
                  Incentive Plan (the "1990 Incentive Plan") dated as of January
                  16,  1992  (incorporated  by  reference  from the 10-K  Annual
                  Report for Burlington Equity for the fiscal year ended October
                  2, 1993) (Management  contract or compensation plan,  contract
                  or arrangement.)

   10.9(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.)

   10.9(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.)

   10.9(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.)

   10.9(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.)

   10.10(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.)

   10.10(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).

   10.10(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.)

   10.11          Agreement dated as of January 1, 1998, between the Corporation
                  and  George  W.  Henderson,   III   (management   contract  or
                  compensatory plan, contract or arrangement).

   10.12          Agreement dated as of January 1, 1998, between the Corporation
                  and Abraham B. Stenberg  (management  contract or compensatory
                  plan, contract or arrangement).

   10.13          Agreement dated as of January 1, 1998, between the Corporation
                  and Gary P.  Welchman  (management  contract  or  compensatory
                  plan, contract or arrangement).

   10.14          Agreement dated as of January 1, 1998, between the Corporation
                  and John D. Englar (management  contract or compensatory plan,
                  contract or arrangement).

   10.15          Agreement dated as of January 1, 1998, between the Corporation
                  and   Charles  E.   Peters,   Jr.   (management   contract  or
                  compensatory plan, contract or arrangement).

   10.16(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).

   10.16(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).

   10.16(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).

   10.17          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  Form 10-K Annual Report for
                  the fiscal year ended September 27, 1997).

   10.18          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  Form 10-K  Annual  report for the  fiscal  year
                  ended September 27, 1997).

   10.19          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  Form 10-K Annual Report for the fiscal
                  year ended September 27, 1997).

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

   10.21          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  Form 10-K Annual Report for the fiscal year
                  ended September 27, 1997).

   12             Computation of Ratio of Earnings to Fixed Charges.

   13             Portions  of  the   Corporation's   1998   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 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
                          =======    =======      ====      =======     =======


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





(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