SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



         Date of Report (Date of earliest event reported): April 7, 2003


                           Burlington Industries, Inc.
                           (Exact Name of Registrant)

         Delaware                      1-10984                   56-1584586
         --------                      -------                   ----------
(State of Incorporation)      (Commission File Number)     (IRS Employer ID No.)

                            3330 West Friendly Avenue
                        Greensboro, North Carolina 27410
                    (Address of Principal Executive Offices)

                   Registrant's telephone number: 336-379-2000



<PAGE>


ITEM 5.  Other Events.

         On April 7, 2003,  Burlington  announced that the Bankruptcy  Court has
extended  Burlington's  period of exclusivity to solicit acceptances of its plan
of  reorganization  through  July 31,  2003 and has  approved  modified  bidding
procedures  for  soliciting  offers  to  acquire  Burlington  in the  previously
announced auction process.  Copies of the press release and the modified bidding
procedures,  under which  qualified  bidders will be required to submit  binding
proposals  by  July  10,  2003,   are  attached  as  Exhibits   99.1  and  99.2,
respectively.

ITEM 7.  Financial Statements and Exhibits.

         See attached exhibit index.



<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                              BURLINGTON INDUSTRIES, INC.



                              By:        /s/ JOHN D. ENGLAR
                              -------------------------------------------------
                              Name:  John D. Englar
                              Title: Senior Vice President, Corporate
                                     Development and Law


Dated: April 7, 2003



<PAGE>


                                INDEX TO EXHIBITS



         Number           Exhibit
          99.1            Press release, dated April 7, 2003.
          99.2            Modified bidding procedures.



<PAGE>


                                                                    Exhibit 99.1

               Burlington Continues Progress in Emergence Process

GREENSBORO,  N.C., April 7 /PRNewswire-FirstCall/ -- Burlington Industries, Inc.
(OTC Bulletin  Board:  BRLG - News)  reports that it is continuing  its progress
towards  emerging  from Chapter 11  reorganization  this  summer.  The Court has
extended the Company's period of exclusivity to solicit  acceptances of its plan
of  reorganization  through July 31, 2003 and approved the Company's  motion for
modified  bidding  procedures  for the  solicitation  of offers to purchase  the
Company.

Under the  approved  bidding  procedures,  the deadline for bids to purchase the
Company will be July 10, 2003 with the auction for qualified  bidders to be held
on July 21, 2003.  The Company has hired Miller  Buckfire  Lewis & Co.,  LLC, an
investment  banking firm, to oversee the bid  solicitation  and auction process.
These amended  procedures  and  retention of an investment  banker will assure a
more comprehensive sale and auction process.  The Company's secured bank lenders
and the Official  Committee  of the  Unsecured  Creditors  joined the Company in
seeking the Court's approval of the modified procedures.

"We have made significant progress and continue to move forward in our emergence
process," said George W. Henderson,  III, Chairman and Chief Executive  Officer.
"The modified bidding  procedures  established today strengthen our solicitation
process and provide  further  assurance  that the resulting  outcome will be the
best for the Company and our creditors.

"Over the last 17 months  we have  aggressively  transitioned  the  Company  and
implemented a new business model that expands and strengthens  our  capabilities
through  more  focused  North  American  assets,  expanded  product  and  global
capabilities  of Burlington  WorldWide  and  differentiated  fabric  performance
developed by Nano-Tex.  In addition,  we have repaid $140 million of debt during
this  period and will seek court  approval to repay  another  $50  million  next
month.  Through the  tremendous  efforts of our  employees  and support from our
customers we are achieving our reorganization objectives and are positioned well
as we enter the final stages of our emergence."

With   operations  in  the  United  States,   Mexico  and  India  and  a  global
manufacturing  and product  development  network based in Hong Kong,  Burlington
Industries is one of the world's most diversified marketers and manufacturers of
softgoods for apparel and interior furnishings.

This press  release  contains  statements  that are  forward-looking  statements
within the meaning of applicable  federal securities laws and are based upon the
company's current expectations and assumptions, which are subject to a number of
risks and  uncertainties  that could cause actual  results to differ  materially
from  those  anticipated.  Such risks and  uncertainties  include,  among  other
things,  global economic activity and the implications  thereon of the attack on
September 11 and the U.S.  government's  response thereto and the armed conflict
with Iraq,  the success of the company's  overall  business  strategy  including
successful  implementation of the company's restructuring plan and the company's
development of a global sourcing structure, the demand for textile products, the
cost and availability of raw materials and labor,  governmental  legislation and
regulatory changes,  and the long-term  implications of regional trade blocs and
the  effect of quota  phase-out  and  lowering  of  tariffs  under the WTO trade
regime,  the impact that the company's Chapter 11 proceeding has had or may have
on the company's  relationships with its principal customers and suppliers,  the
nature of the  capital  structure  which is approved  in the  company's  plan of
reorganization  and the company's  ongoing ability to finance its operations and
restructuring  activities,  the cost of future capital sources, and the exposure
to interest rate and currency fluctuations, the company's ability to utilize tax
loss carryforwards and retain tax refunds received or to be received,  and other
factors  identified in  Burlington's  filings with the  Securities  and Exchange
Commission.




<PAGE>


                                                                    Exhibit 99.2

                           MODIFIED BIDDING PROCEDURES

                  Set  forth  below are the  bidding  procedures  (the  "Bidding
Procedures")  to be employed  with  respect to the  Acquisition  Agreement  (the
"Agreement") for the sale,  pursuant to the Joint Plan of Reorganization  (as it
may be amended, the "Plan") of Burlington Industries,  Inc. (the "Company"). The
Agreement  provides,  alternatively,  for  the  sale  of all of the  issued  and
outstanding   capital  stock  of  the   reorganized   Company  or  the  sale  of
substantially  all of the assets of the Company  (either  such sale  referred to
herein as a "Transaction").  Qualified Bidders (as hereinafter  defined) will be
required to designate a particular form of Transaction in their final bids.

                  The Company  and/or its advisors  will:  (a) directly  contact
parties  whom the  Company  or its  advisors,  in their  sole  discretion,  deem
appropriate  (collectively,  the  "Interested  Parties")  regarding  the Bidding
Procedures or the Transaction, including follow up telephone calls after service
of the  materials  described  hereafter  in  clause  (b);  and  (b) as  soon  as
reasonably  practicable  after the Bankruptcy  Court's approval of these Bidding
Procedures,  serve  (i)  these  Bidding  Procedures  and (ii)  any  order of the
Bankruptcy Court relating to these Bidding  Procedures on the Interested Parties
and all parties  required to be served with such documents  under the Bankruptcy
Code, the Bankruptcy Rules or any order of the Bankruptcy Court.

                  Notwithstanding  the  selection of the  Successful  Bidder (as
hereinafter  defined) and the execution of the Marked  Agreement (as hereinafter
defined),  the  consummation  of the  Transaction  provided for therein shall be
contingent upon, and made pursuant to, confirmation of the Plan.

                  Notwithstanding anything to the contrary contained herein, the
Company fully  reserves the right to decide not to pursue a  Transaction  with a
Successful  Bidder  or  any  other  party  and,   instead,   to  pursue  another
restructuring alternative.

                  In accordance with the Bankruptcy  Court's order approving the
Bidding Procedures, the Company may offer and pay a reasonable breakup fee in an
amount not to exceed one percent of the aggregate  purchase  price (the "Breakup
Fee")  offered  under the Marked  Agreement  of the  Qualified  Bidder  whom the
Company determines, in its sole discretion, after consultation with its advisors
and the  financial  advisors to the official  committee  of unsecured  creditors
appointed  in  these  chapter  11 cases  (the  "Creditors'  Committee")  and the
Debtors' prepetition secured lenders (the "Prepetition Lenders"),  has submitted
the highest or otherwise  best bid (the "Opening  Bid") prior to the Auction (as
hereinafter defined).

                          Determination by the Company

                  The Company,  in its sole discretion,  after consultation with
its  advisors  and  the  Creditors'  Committee's  and the  Prepetition  Lenders'
financial  advisors,  shall (i)  determine  whether  any  person is a  Qualified
Bidder,  (ii)  coordinate the efforts of Qualified  Bidders in conducting  their
respective  due diligence  investigations  regarding the Company,  (iii) receive
bids from  Qualified  Bidders,  and (iv)  negotiate any bid made to purchase the
Company  (collectively,  the  "Bidding  Process").  Any  person  who  wishes  to
participate  in the  Bidding  Process  must be a Qualified  Bidder.  Neither the
Company nor its representatives shall be obligated to furnish any information of
any kind  whatsoever  relating to the Company and the  Transaction to any person
who is not a Qualified Bidder.

                           Participation Requirements

                  A  "Qualified  Bidder" is a Potential  Bidder (as  hereinafter
defined) who  delivers the  documents  described in  subparagraphs  (i) and (ii)
below and whom the Company, in its sole discretion,  after consultation with its
advisors and, to the extent  practicable,  the  Creditors'  Committee's  and the
Prepetition  Lenders' financial advisors,  determines is reasonably likely to be
able  to  consummate  the  Transaction   (or  the  relevant   component  of  the
Transaction),  if selected as the  Successful  Bidder,  taking into  account all
financial,  legal,  regulatory  and  business  considerations  that the  Company
determines in good faith to be relevant.

                  To participate in the Bidding Process,  each interested person
(a "Potential Bidder") must deliver the following (unless previously  delivered)
to the Company:

     (i)  An  executed   confidentiality   agreement   in  form  and   substance
          satisfactory to the Company; and

     (ii) The most current  audited and latest  unaudited  financial  statements
          (collectively,  "Financials") of the Potential  Bidder,  or such other
          form of financial disclosure as is acceptable to the Company.

                  Within three  business days after the Company  receives from a
Potential  Bidder all of the materials  required by  subparagraphs  (i) and (ii)
above, the Company shall determine,  in its sole discretion,  after consultation
with its advisors and, to the extent practicable, the Creditors' Committee's and
the  Prepetition  Lenders'  financial  advisors,  and shall notify the Potential
Bidder in writing whether the Potential Bidder is a Qualified Bidder.  Beginning
the week of April 7, 2003,  the Company shall deliver to the Qualified  Bidder a
confidential offering memorandum and a solicitation letter.

                         Obtaining Due Diligence Access

                  To obtain due diligence access or additional  information from
the Company,  a Qualified  Bidder must first  provide the Company with a written
non-binding  expression of interest  ("Expression of Interest") on or before May
2, 2003. The Expression of Interest must set forth:  (i) the Qualified  Bidder's
identity  and,  if  known,  the  identity  of  any  then-expected   partners  or
co-investors,  (ii)  specification of the business unit or entity proposed to be
acquired in connection  with a  Transaction,  (iii) the form of the  Transaction
that the Qualified  Bidder  proposes to pursue  (e.g.,  a purchase of stock or a
purchase of assets),  (iv) a non-binding  indication of purchase price,  (v) the
then-expected  form of consideration to be offered (including the amount of cash
to be  committed  and the  sources of  financing  contemplated),  (vi) a list of
significant  issues and assumptions  that may  potentially  affect the Qualified
Bidder's  level of interest,  (vii) the nature,  extent and  proposed  timing of
additional  due diligence  the  Qualified  Bidder may wish to conduct and (viii)
such other matters as the Company deems relevant. If, based on the Expression of
Interest or such additional factors as the Company determines are relevant,  the
Company, in its business judgment and in its sole discretion, after consultation
with its advisors and the Creditors'  Committee's and the  Prepetition  Lenders'
financial advisors, determines that the Qualified Bidder is reasonably likely to
make a bona fide offer for the Company or relevant components, the Company shall
afford such Qualified Bidder  reasonable due diligence,  including access to the
Company's data room.

                  Information   requested   by  a   Qualified   Bidder  that  is
competitively  sensitive  or  potentially  damaging to the value of the Debtors'
estate will only be  provided to  Qualified  Bidders who have  presented  to the
Company  Expressions  of  Interest  to  acquire  the  Company  as a  whole  in a
Transaction (which, for these purposes and in the Company's sole discretion, may
include a series of concurrent transactions for the acquisition of substantially
all of the  Company's  assets  that  addresses  the  manner  in which all of the
Company's  liabilities  will be assumed or satisfied)  that the Company,  in its
sole  discretion,  after  consultation  with  its  advisors  and the  Creditors'
Committee's  and the  Prepetition  Lenders'  financial  advisors,  concludes  is
reasonably likely to be successfully consummated.

                  Neither the Company nor any of its affiliates (or any of their
respective representatives) are obligated to furnish any information relating to
the Company and the  Transaction  to any person except as otherwise  provided in
these Bidding Procedures.

                  The Company  shall  coordinate  all  reasonable  requests  for
additional  information  and due diligence  access from  Qualified  Bidders.  No
conditions  relating to the  completion of due  diligence  shall be permitted to
exist after the Bid Deadline (as hereinafter defined).

                                  Bid Deadline

                  The deadline for submitting  bids by a Qualified  Bidder shall
be 4:00 p.m.  (Eastern time) on July 10, 2003 (the "Bid Deadline").  The Company
may extend the Bid Deadline once or successively, but is not obligated to do so.
If the Company extends the Bid Deadline,  it shall promptly notify all Qualified
Bidders of the extension.

                  A Qualified  Bidder that  desires to make a bid shall  deliver
written  copies  of its  bid to (i)  Burlington  Industries,  Inc.,  c/o  MILLER
BUCKFIRE LEWIS,  1301 Avenue of the Americas,  New York, NY 10019 (Attn:  Martin
Lewis and Kenneth  Tuchman)  (facsimile:  (212)  895-1818);  and (ii) counsel to
Burlington,  JONES DAY, North Point,  901 Lakeside Avenue,  Cleveland,  OH 44114
(Attn: David G. Heiman,  Esq.) (facsimile:  (216) 579-0212),  not later than the
Bid  Deadline,  who shall then  distribute  a copy of the bid to the  Creditors'
Committee's and the Prepetition Lenders' financial advisors.

                                Bid Requirements

                  A bid must be a written  irrevocable  offer  from a  Qualified
Bidder  (i)  stating  that  the  Qualified   Bidder  offers  to  consummate  the
Transaction (which, for these purposes and in the Company's sole discretion, may
include a series of concurrent transactions for the acquisition of substantially
all of the  Company's  assets  that  addresses  the  manner  in which all of the
Company's  liabilities  will be assumed or  satisfied)  as  contemplated  by the
Agreement,  upon the terms and  conditions  set forth in a copy of the Agreement
marked to show those amendments and  modifications  to the Agreement,  including
price, terms, the particular form of Transaction and the manner in which it will
assume and  satisfy  the  liabilities  of the  Company,  including  specifically
liabilities  relating to retirement  benefit  plans,  that the Qualified  Bidder
proposes (the "Marked  Agreement");  (ii) confirming that the offer shall remain
open until the completion of the closing under a Plan  incorporating  the bid of
the  Successful  Bidder (other than the bidder);  (iii)  enclosing a copy of the
proposed Marked Agreement;  and (iv) accompanied with (a) a commitment to submit
a  certified  or bank  check,  or wire  transfer,  in the amount of  $10,000,000
payable to the order of the  Company as a  good-faith  deposit  (the "Good Faith
Deposit")  immediately  upon the selection of the bid as the  Successful Bid (as
hereinafter defined), and (b) written evidence of a commitment for financing and
such other evidence as the Company and its advisors  require to demonstrate  the
bidder's ability to consummate the proposed  Transaction,  subject to no closing
conditions  other  than  those  set  forth in the  Agreement,  in  either  event
satisfactory to the Company in its sole discretion. In addition to the foregoing
requirements, the Company will consider a bid only if the bid: (i) provides that
all  cash  and  securities  that  are  components  of  the  purchase  price  are
denominated in U.S. dollars only; (ii) is not conditioned on obtaining financing
or the outcome of  unperformed  due  diligence by the bidder with respect to the
Company,  but may be subject to the same conditions,  but only those conditions,
set forth in the  Agreement;  and (iii)  fully  discloses  the  identity of each
entity  that will be bidding  for the  Company  or  otherwise  participating  in
connection with such bid, and the complete terms of any such participation.

                  A bid  received  from a  Qualified  Bidder  that  the  Company
determines meets the  requirements set forth in the preceding  paragraph will be
considered a "Qualified Bid." Upon receipt of a Qualified Bid, the Company shall
provide  the  Creditors'  Committee's  and the  Prepetition  Lenders'  financial
advisors with a copy of the Qualified Bid and the Marked Agreement.

                    Incorporation of Successful Bid into Plan

                  The terms of the Successful Bid shall be incorporated into the
Plan,  which,  together with the Disclosure  Statement,  shall be amended to the
extent  required to give effect  thereto.  The closing of the Transaction to the
Successful  Bidder shall be  contingent  upon  confirmation  of the Plan and the
occurrence of the effective  date of the Plan.  The Plan may provide that if the
Transaction to the Successful  Bidder does not close on or before  September 30,
2003,  the Company may enter into a Transaction  with the bidder making the Next
Best Bid (as  hereinafter  defined),  without  further  notice or  solicitation,
provided  that all  conditions to the closing of the Next Best Bid in the Marked
Agreement in connection therewith are satisfied.

                                     Auction

                  Except as otherwise provided in these Bidding  Procedures,  if
more than one Qualified  Bid is received by the Bid  Deadline,  the Company will
conduct an auction (the "Auction") with respect to the Transaction.  The Auction
shall take place at 10:00 a.m. (Eastern time) on July 21, 2003 at the offices of
Jones Day,  222 East 41st  Street,  New York,  New York  10017.  The Company may
adjourn or reschedule the Auction once or successively,  but is not obligated to
do so. If the Company  adjourns or  reschedules  the Auction,  it shall promptly
notify all Qualified Bidders of the new date and time of the Auction.

                  Only a Qualified Bidder who has submitted a Qualified Bid will
be eligible to participate at the Auction.  Only the authorized  representatives
of each of the Qualified  Bidders,  the Creditors'  Committee,  the  Prepetition
Lenders and the Company  shall be permitted to attend the Auction.  Prior to the
commencement of the Auction,  the Company will notify all Qualified  Bidders who
have  submitted  Qualified  Bids of the general terms of the Opening Bid. At the
Auction, Qualified Bidders will be permitted to increase their bids. The bidding
at the Auction shall start at the purchase price stated in the Opening Bid, plus
the  amount  of  any  Breakup  Fee,  and  continue  in  increments  of at  least
$3,000,000.

                  The Company and its  advisors  reserve the right to pursue and
consider offers from Qualified Bidders to serve as a "stalking horse" bid at the
Auction.  If the Company  determines,  in its business  judgment and in its sole
discretion,  after consultation with its advisors and the Creditors' Committee's
and  the  Prepetition  Lenders'  financial  advisors,  to  enter  into a  Marked
Agreement  with a Qualified  Bidder as a stalking  horse  bidder (the  "Stalking
Horse Bidder"),  the Company:  (i) may offer the Stalking Horse Bidder a Breakup
Fee;  and (ii) at least two weeks prior to the Bid  Deadline,  will notify other
Qualified Bidders of the existence of the Stalking Horse Bidder and the terms of
the  Stalking  Horse  Bidder's  Marked  Agreement.  The Marked  Agreement of the
Stalking  Horse  Bidder  shall serve as the  Opening  Bid for  purposes of these
Bidding  Procedures  and the Auction.  Neither these Bidding  Procedures nor the
Auction require,  or are contingent upon, the Company selecting a Stalking Horse
Bidder, and the Company may conduct the Auction without a Stalking Horse Bidder.

                  Prior to the  commencement  of the  Auction,  the  Company may
adopt rules for the Auction that, in its business judgment,  will better promote
the  goals  of the  Auction  and  that  are  not  inconsistent  with  any of the
provisions of the Bankruptcy  Court order  approving the Bidding  Procedures and
will notify all  Qualified  Bidders who have  submitted  Qualified  Bids of such
rules.  All such rules will provide that:  (i) the  procedures  must be fair and
open, with Qualified  Bidders being treated in substantially the same manner, to
the extent reasonably possible;  (ii) all bids shall be made and received in one
room,  on an open basis,  and all other  bidders shall be entitled to be present
for all bidding  with the  understanding  that the true  identity of each bidder
(i.e., the principals submitting each bid) shall be fully disclosed to all other
bidders  and  that  all  material  terms  of each  Qualified  Bid  will be fully
disclosed to all other bidders  throughout the entire Auction;  and (iii) unless
otherwise  agreed to by the Company,  no Qualified Bidder will be permitted more
than one hour to respond to the previous bid at the Auction.

                  Immediately  prior  to  the  conclusion  of the  Auction,  the
Company, in its business judgment and in its sole discretion, after consultation
with its advisors and the Creditors'  Committee's and the  Prepetition  Lenders'
financial  advisors,  shall (i) review  each  Qualified  Bid on the basis of its
financial and contractual terms and the factors relevant to the sale process and
the best interests of the Company's estate, including, without limitation, those
factors  affecting the speed and certainty of  consummating  the Transaction and
antitrust  and  competition  law  considerations,  (ii)  identify the highest or
otherwise best offer in the Auction,  consistent  with these Bidding  Procedures
(the  Marked  Agreement  of such  higher  or  better  Qualified  Bid  being  the
"Successful  Bid" and the Qualified Bidder being the "Successful  Bidder"),  and
(iii) identify the next highest or otherwise best offer after the Successful Bid
(the "Next Best Bid").  Any bid  submitted  after the  conclusion of the Auction
shall not be considered by the Company.

                           Approval of Successful Bid

                  The  Company  may also  present the results of the Auction and
the Marked  Agreement  of the  Successful  Bidder to the  Bankruptcy  Court at a
hearing on July 31, 2003 at 2:00 p.m.  (Eastern time) (the "Approval  Hearing"),
at which the  Company  will  request  that the  Bankruptcy  Court  make  certain
findings  regarding the Auction,  including  (i) that the Company  conducted the
Auction and selected the  Successful  Bidder in  accordance  with these  Bidding
Procedures, (ii) that the Auction was fair in substance and procedure, and (iii)
that the  Marked  Agreement  constitutes  the  highest  and best  offer  for the
Company.

                  Neither (i) the Company's  inclusion of the  Successful Bid in
the Plan or the Disclosure Statement,  or presentation of the Successful Bid and
the Marked  Agreement  at an  Approval  Hearing,  nor (ii) the entry of an order
approving  the  Disclosure  Statement  (or any other order  approving the Marked
Agreement  before  confirmation  of the  Plan) by the  applicable  Court,  shall
obligate the Company to consummate the  Transaction  with the Successful  Bidder
unless and until the Plan has been  confirmed  and the  effective  date  thereof
occurs.  Without  limitation,  the Company  shall not be  obligated  to select a
Qualified  Bidder or pursue a  Transaction  and no bidder  will be  entitled  to
reimbursement of costs or other  compensation  regardless of the  circumstances,
except and solely to the extent  approved in a specific  order of the Bankruptcy
Court.

                  In the event  that the  Successful  Bidder  fails to close the
Marked  Agreement  with the Company for any  reason,  then the Company  shall be
authorized,  but not required, to close with the Qualified Bidder that submitted
the Next Best Bid,  without  notice to any other party  (other  than  parties to
executory  contracts  and  unexpired  leases  affected  by the Next Best Bid) or
further court order.

                  The Company may (a) determine, in its business judgment and in
its sole  discretion,  after  consultation  with its advisors and the Creditors'
Committee's and the Prepetition  Lenders'  financial  advisors,  which Qualified
Bid, if any, is the  Successful Bid and the Next Best Bid; and (b) reject at any
time before entry of an order  approving the Auction  Approval  Motion,  any bid
that, in the Company's sole discretion, is (i) inadequate or insufficient,  (ii)
not in conformity  with the  requirements  of the  Bankruptcy  Code, the Bidding
Procedures, or the terms and conditions of the Transaction, or (iii) contrary to
the best interests of the Company and its estate.

                                   No Auction

                  The Company reserves the right,  after  consultation  with its
advisors and the Creditors'  Committee's and the Prepetition  Lenders' financial
advisors,  to not hold the Auction if the  Qualified  Bids received do not offer
sufficient  value for the Company or are not otherwise in the best  interests of
the Company's  estate. If the Company receives only one Qualified Bid and if the
Company determines,  in its business judgment and in its sole discretion,  after
consultation   with  its  advisors  and  the  Creditors'   Committee's  and  the
Prepetition Lenders' financial advisors, that such Qualified Bid is the best and
highest offer for the Company,  the Company may select such Qualified Bid as the
Successful Bid for purposes of these Bidding  Procedures  without  conducting an
Auction.

                               Good Faith Deposit

                  The Good Faith Deposit of the Successful  Bidder shall be held
until the closing of the  Transaction  and applied in accordance with the Marked
Agreement.  Pending the closing of the Transaction  with the Successful  Bidder,
the Good Faith  Deposit of the  Successful  Bidder  shall be  maintained  by the
Company in an  interest-bearing  escrow  account and any interest  earned on the
Good Faith  Deposit  shall be applied or  transferred  in the same manner as the
Good Faith Deposit; provided, however, that the Successful Bidder shall not have
any claim,  cause of action or any similar right against the Company relating to
or arising out of the investment of the Good Faith Deposit.  If the closing does
not occur, the disposition of the Good Faith Deposit shall be as provided in the
Marked Agreement.
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{"company-data": {"conformed-name": "BURLINGTON INDUSTRIES INC /DE/", "cik": "0000870213", "assigned-sic": "3211", "irs-number": "561584586", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10984", "film-number": "03642094"}, "business-address": {"street1": "3330 WEST FRIENDLY AVE", "city": "GREENSBORO", "state": "NC", "zip": "27410", "phone": "3363792000"}, "mail-address": {"street1": "3330 WEST FRIENDLY AVE", "city": "GREENSBORO", "state": "NC", "zip": "27410"}, "former-company": {"former-conformed-name": "BURLINGTON INDUSTRIES EQUITY INC", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): April 7, 2003

                           Burlington Industries, Inc.
                           (Exact Name of Registrant)

         Delaware                      1-10984                   56-1584586
         --------                      -------                   ----------
(State of Incorporation)      (Commission File Number)     (IRS Employer ID No.)

                            3330 West Friendly Avenue
                        Greensboro, North Carolina 27410
                    (Address of Principal Executive Offices)

                   Registrant's telephone number: 336-379-2000
ITEM 5.  Other Events.

         On April 7, 2003,  Burlington  announced that the Bankruptcy  Court has
extended  Burlington's  period of exclusivity to solicit acceptances of its plan
of  reorganization  through  July 31,  2003 and has  approved  modified  bidding
procedures  for  soliciting  offers  to  acquire  Burlington  in the  previously
announced auction process.  Copies of the press release and the modified bidding
procedures,  under which  qualified  bidders will be required to submit  binding
proposals  by  July  10,  2003,   are  attached  as  Exhibits   99.1  and  99.2,
respectively.

ITEM 7.  Financial Statements and Exhibits.

         See attached exhibit index.
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                              BURLINGTON INDUSTRIES, INC.

                              By:        /s/ JOHN D. ENGLAR
                              -------------------------------------------------
                              Name:  John D. Englar
                              Title: Senior Vice President, Corporate
                                     Development and Law

Dated: April 7, 2003
INDEX TO EXHIBITS

         Number           Exhibit
          99.1            Press release, dated April 7, 2003.
          99.2            Modified bidding procedures.
Exhibit 99.1

               Burlington Continues Progress in Emergence Process

GREENSBORO,  N.C., April 7 /PRNewswire-FirstCall/ -- Burlington Industries, Inc.
(OTC Bulletin  Board:  BRLG - News)  reports that it is continuing  its progress
towards  emerging  from Chapter 11  reorganization  this  summer.  The Court has
extended the Company's period of exclusivity to solicit  acceptances of its plan
of  reorganization  through July 31, 2003 and approved the Company's  motion for
modified  bidding  procedures  for the  solicitation  of offers to purchase  the
Company.

Under the  approved  bidding  procedures,  the deadline for bids to purchase the
Company will be July 10, 2003 with the auction for qualified  bidders to be held
on July 21, 2003.  The Company has hired Miller  Buckfire  Lewis & Co.,  LLC, an
investment  banking firm, to oversee the bid  solicitation  and auction process.
These amended  procedures  and  retention of an investment  banker will assure a
more comprehensive sale and auction process.  The Company's secured bank lenders
and the Official  Committee  of the  Unsecured  Creditors  joined the Company in
seeking the Court's approval of the modified procedures.

"We have made significant progress and continue to move forward in our emergence
process," said George W. Henderson,  III, Chairman and Chief Executive  Officer.
"The modified bidding  procedures  established today strengthen our solicitation
process and provide  further  assurance  that the resulting  outcome will be the
best for the Company and our creditors.

"Over the last 17 months  we have  aggressively  transitioned  the  Company  and
implemented a new business model that expands and strengthens  our  capabilities
through  more  focused  North  American  assets,  expanded  product  and  global
capabilities  of Burlington  WorldWide  and  differentiated  fabric  performance
developed by Nano-Tex.  In addition,  we have repaid $140 million of debt during
this  period and will seek court  approval to repay  another  $50  million  next
month.  Through the  tremendous  efforts of our  employees  and support from our
customers we are achieving our reorganization objectives and are positioned well
as we enter the final stages of our emergence."

With   operations  in  the  United  States,   Mexico  and  India  and  a  global
manufacturing  and product  development  network based in Hong Kong,  Burlington
Industries is one of the world's most diversified marketers and manufacturers of
softgoods for apparel and interior furnishings.

This press  release  contains  statements  that are  forward-looking  statements
within the meaning of applicable  federal securities laws and are based upon the
company's current expectations and assumptions, which are subject to a number of
risks and  uncertainties  that could cause actual  results to differ  materially
from  those  anticipated.  Such risks and  uncertainties  include,  among  other
things,  global economic activity and the implications  thereon of the attack on
September 11 and the U.S.  government's  response thereto and the armed conflict
with Iraq,  the success of the company's  overall  business  strategy  including
successful  implementation of the company's restructuring plan and the company's
development of a global sourcing structure, the demand for textile products, the
cost and availability of raw materials and labor,  governmental  legislation and
regulatory changes,  and the long-term  implications of regional trade blocs and
the  effect of quota  phase-out  and  lowering  of  tariffs  under the WTO trade
regime,  the impact that the company's Chapter 11 proceeding has had or may have
on the company's  relationships with its principal customers and suppliers,  the
nature of the  capital  structure  which is approved  in the  company's  plan of
reorganization  and the company's  ongoing ability to finance its operations and
restructuring  activities,  the cost of future capital sources, and the exposure
to interest rate and currency fluctuations, the company's ability to utilize tax
loss carryforwards and retain tax refunds received or to be received,  and other
factors  identified in  Burlington's  filings with the  Securities  and Exchange
Commission.
Exhibit 99.2

                           MODIFIED BIDDING PROCEDURES

                  Set  forth  below are the  bidding  procedures  (the  "Bidding
Procedures")  to be employed  with  respect to the  Acquisition  Agreement  (the
"Agreement") for the sale,  pursuant to the Joint Plan of Reorganization  (as it
may be amended, the "Plan") of Burlington Industries,  Inc. (the "Company"). The
Agreement  provides,  alternatively,  for  the  sale  of all of the  issued  and
outstanding   capital  stock  of  the   reorganized   Company  or  the  sale  of
substantially  all of the assets of the Company  (either  such sale  referred to
herein as a "Transaction").  Qualified Bidders (as hereinafter  defined) will be
required to designate a particular form of Transaction in their final bids.

                  The Company  and/or its advisors  will:  (a) directly  contact
parties  whom the  Company  or its  advisors,  in their  sole  discretion,  deem
appropriate  (collectively,  the  "Interested  Parties")  regarding  the Bidding
Procedures or the Transaction, including follow up telephone calls after service
of the  materials  described  hereafter  in  clause  (b);  and  (b) as  soon  as
reasonably  practicable  after the Bankruptcy  Court's approval of these Bidding
Procedures,  serve  (i)  these  Bidding  Procedures  and (ii)  any  order of the
Bankruptcy Court relating to these Bidding  Procedures on the Interested Parties
and all parties  required to be served with such documents  under the Bankruptcy
Code, the Bankruptcy Rules or any order of the Bankruptcy Court.

                  Notwithstanding  the  selection of the  Successful  Bidder (as
hereinafter  defined) and the execution of the Marked  Agreement (as hereinafter
defined),  the  consummation  of the  Transaction  provided for therein shall be
contingent upon, and made pursuant to, confirmation of the Plan.

                  Notwithstanding anything to the contrary contained herein, the
Company fully  reserves the right to decide not to pursue a  Transaction  with a
Successful  Bidder  or  any  other  party  and,   instead,   to  pursue  another
restructuring alternative.

                  In accordance with the Bankruptcy  Court's order approving the
Bidding Procedures, the Company may offer and pay a reasonable breakup fee in an
amount not to exceed one percent of the aggregate  purchase  price (the "Breakup
Fee")  offered  under the Marked  Agreement  of the  Qualified  Bidder  whom the
Company determines, in its sole discretion, after consultation with its advisors
and the  financial  advisors to the official  committee  of unsecured  creditors
appointed  in  these  chapter  11 cases  (the  "Creditors'  Committee")  and the
Debtors' prepetition secured lenders (the "Prepetition Lenders"),  has submitted
the highest or otherwise  best bid (the "Opening  Bid") prior to the Auction (as
hereinafter defined).

                          Determination by the Company

                  The Company,  in its sole discretion,  after consultation with
its  advisors  and  the  Creditors'  Committee's  and the  Prepetition  Lenders'
financial  advisors,  shall (i)  determine  whether  any  person is a  Qualified
Bidder,  (ii)  coordinate the efforts of Qualified  Bidders in conducting  their
respective  due diligence  investigations  regarding the Company,  (iii) receive
bids from  Qualified  Bidders,  and (iv)  negotiate any bid made to purchase the
Company  (collectively,  the  "Bidding  Process").  Any  person  who  wishes  to
participate  in the  Bidding  Process  must be a Qualified  Bidder.  Neither the
Company nor its representatives shall be obligated to furnish any information of
any kind  whatsoever  relating to the Company and the  Transaction to any person
who is not a Qualified Bidder.

                           Participation Requirements

                  A  "Qualified  Bidder" is a Potential  Bidder (as  hereinafter
defined) who  delivers the  documents  described in  subparagraphs  (i) and (ii)
below and whom the Company, in its sole discretion,  after consultation with its
advisors and, to the extent  practicable,  the  Creditors'  Committee's  and the
Prepetition  Lenders' financial advisors,  determines is reasonably likely to be
able  to  consummate  the  Transaction   (or  the  relevant   component  of  the
Transaction),  if selected as the  Successful  Bidder,  taking into  account all
financial,  legal,  regulatory  and  business  considerations  that the  Company
determines in good faith to be relevant.

                  To participate in the Bidding Process,  each interested person
(a "Potential Bidder") must deliver the following (unless previously  delivered)
to the Company:

     (i)  An  executed   confidentiality   agreement   in  form  and   substance
          satisfactory to the Company; and

     (ii) The most current  audited and latest  unaudited  financial  statements
          (collectively,  "Financials") of the Potential  Bidder,  or such other
          form of financial disclosure as is acceptable to the Company.

                  Within three  business days after the Company  receives from a
Potential  Bidder all of the materials  required by  subparagraphs  (i) and (ii)
above, the Company shall determine,  in its sole discretion,  after consultation
with its advisors and, to the extent practicable, the Creditors' Committee's and
the  Prepetition  Lenders'  financial  advisors,  and shall notify the Potential
Bidder in writing whether the Potential Bidder is a Qualified Bidder.  Beginning
the week of April 7, 2003,  the Company shall deliver to the Qualified  Bidder a
confidential offering memorandum and a solicitation letter.

                         Obtaining Due Diligence Access

                  To obtain due diligence access or additional  information from
the Company,  a Qualified  Bidder must first  provide the Company with a written
non-binding  expression of interest  ("Expression of Interest") on or before May
2, 2003. The Expression of Interest must set forth:  (i) the Qualified  Bidder's
identity  and,  if  known,  the  identity  of  any  then-expected   partners  or
co-investors,  (ii)  specification of the business unit or entity proposed to be
acquired in connection  with a  Transaction,  (iii) the form of the  Transaction
that the Qualified  Bidder  proposes to pursue  (e.g.,  a purchase of stock or a
purchase of assets),  (iv) a non-binding  indication of purchase price,  (v) the
then-expected  form of consideration to be offered (including the amount of cash
to be  committed  and the  sources of  financing  contemplated),  (vi) a list of
significant  issues and assumptions  that may  potentially  affect the Qualified
Bidder's  level of interest,  (vii) the nature,  extent and  proposed  timing of
additional  due diligence  the  Qualified  Bidder may wish to conduct and (viii)
such other matters as the Company deems relevant. If, based on the Expression of
Interest or such additional factors as the Company determines are relevant,  the
Company, in its business judgment and in its sole discretion, after consultation
with its advisors and the Creditors'  Committee's and the  Prepetition  Lenders'
financial advisors, determines that the Qualified Bidder is reasonably likely to
make a bona fide offer for the Company or relevant components, the Company shall
afford such Qualified Bidder  reasonable due diligence,  including access to the
Company's data room.

                  Information   requested   by  a   Qualified   Bidder  that  is
competitively  sensitive  or  potentially  damaging to the value of the Debtors'
estate will only be  provided to  Qualified  Bidders who have  presented  to the
Company  Expressions  of  Interest  to  acquire  the  Company  as a  whole  in a
Transaction (which, for these purposes and in the Company's sole discretion, may
include a series of concurrent transactions for the acquisition of substantially
all of the  Company's  assets  that  addresses  the  manner  in which all of the
Company's  liabilities  will be assumed or satisfied)  that the Company,  in its
sole  discretion,  after  consultation  with  its  advisors  and the  Creditors'
Committee's  and the  Prepetition  Lenders'  financial  advisors,  concludes  is
reasonably likely to be successfully consummated.

                  Neither the Company nor any of its affiliates (or any of their
respective representatives) are obligated to furnish any information relating to
the Company and the  Transaction  to any person except as otherwise  provided in
these Bidding Procedures.

                  The Company  shall  coordinate  all  reasonable  requests  for
additional  information  and due diligence  access from  Qualified  Bidders.  No
conditions  relating to the  completion of due  diligence  shall be permitted to
exist after the Bid Deadline (as hereinafter defined).

                                  Bid Deadline

                  The deadline for submitting  bids by a Qualified  Bidder shall
be 4:00 p.m.  (Eastern time) on July 10, 2003 (the "Bid Deadline").  The Company
may extend the Bid Deadline once or successively, but is not obligated to do so.
If the Company extends the Bid Deadline,  it shall promptly notify all Qualified
Bidders of the extension.

                  A Qualified  Bidder that  desires to make a bid shall  deliver
written  copies  of its  bid to (i)  Burlington  Industries,  Inc.,  c/o  MILLER
BUCKFIRE LEWIS,  1301 Avenue of the Americas,  New York, NY 10019 (Attn:  Martin
Lewis and Kenneth  Tuchman)  (facsimile:  (212)  895-1818);  and (ii) counsel to
Burlington,  JONES DAY, North Point,  901 Lakeside Avenue,  Cleveland,  OH 44114
(Attn: David G. Heiman,  Esq.) (facsimile:  (216) 579-0212),  not later than the
Bid  Deadline,  who shall then  distribute  a copy of the bid to the  Creditors'
Committee's and the Prepetition Lenders' financial advisors.

                                Bid Requirements

                  A bid must be a written  irrevocable  offer  from a  Qualified
Bidder  (i)  stating  that  the  Qualified   Bidder  offers  to  consummate  the
Transaction (which, for these purposes and in the Company's sole discretion, may
include a series of concurrent transactions for the acquisition of substantially
all of the  Company's  assets  that  addresses  the  manner  in which all of the
Company's  liabilities  will be assumed or  satisfied)  as  contemplated  by the
Agreement,  upon the terms and  conditions  set forth in a copy of the Agreement
marked to show those amendments and  modifications  to the Agreement,  including
price, terms, the particular form of Transaction and the manner in which it will
assume and  satisfy  the  liabilities  of the  Company,  including  specifically
liabilities  relating to retirement  benefit  plans,  that the Qualified  Bidder
proposes (the "Marked  Agreement");  (ii) confirming that the offer shall remain
open until the completion of the closing under a Plan  incorporating  the bid of
the  Successful  Bidder (other than the bidder);  (iii)  enclosing a copy of the
proposed Marked Agreement;  and (iv) accompanied with (a) a commitment to submit
a  certified  or bank  check,  or wire  transfer,  in the amount of  $10,000,000
payable to the order of the  Company as a  good-faith  deposit  (the "Good Faith
Deposit")  immediately  upon the selection of the bid as the  Successful Bid (as
hereinafter defined), and (b) written evidence of a commitment for financing and
such other evidence as the Company and its advisors  require to demonstrate  the
bidder's ability to consummate the proposed  Transaction,  subject to no closing
conditions  other  than  those  set  forth in the  Agreement,  in  either  event
satisfactory to the Company in its sole discretion. In addition to the foregoing
requirements, the Company will consider a bid only if the bid: (i) provides that
all  cash  and  securities  that  are  components  of  the  purchase  price  are
denominated in U.S. dollars only; (ii) is not conditioned on obtaining financing
or the outcome of  unperformed  due  diligence by the bidder with respect to the
Company,  but may be subject to the same conditions,  but only those conditions,
set forth in the  Agreement;  and (iii)  fully  discloses  the  identity of each
entity  that will be bidding  for the  Company  or  otherwise  participating  in
connection with such bid, and the complete terms of any such participation.

                  A bid  received  from a  Qualified  Bidder  that  the  Company
determines meets the  requirements set forth in the preceding  paragraph will be
considered a "Qualified Bid." Upon receipt of a Qualified Bid, the Company shall
provide  the  Creditors'  Committee's  and the  Prepetition  Lenders'  financial
advisors with a copy of the Qualified Bid and the Marked Agreement.

                    Incorporation of Successful Bid into Plan

                  The terms of the Successful Bid shall be incorporated into the
Plan,  which,  together with the Disclosure  Statement,  shall be amended to the
extent  required to give effect  thereto.  The closing of the Transaction to the
Successful  Bidder shall be  contingent  upon  confirmation  of the Plan and the
occurrence of the effective  date of the Plan.  The Plan may provide that if the
Transaction to the Successful  Bidder does not close on or before  September 30,
2003,  the Company may enter into a Transaction  with the bidder making the Next
Best Bid (as  hereinafter  defined),  without  further  notice or  solicitation,
provided  that all  conditions to the closing of the Next Best Bid in the Marked
Agreement in connection therewith are satisfied.

                                     Auction

                  Except as otherwise provided in these Bidding  Procedures,  if
more than one Qualified  Bid is received by the Bid  Deadline,  the Company will
conduct an auction (the "Auction") with respect to the Transaction.  The Auction
shall take place at 10:00 a.m. (Eastern time) on July 21, 2003 at the offices of
Jones Day,  222 East 41st  Street,  New York,  New York  10017.  The Company may
adjourn or reschedule the Auction once or successively,  but is not obligated to
do so. If the Company  adjourns or  reschedules  the Auction,  it shall promptly
notify all Qualified Bidders of the new date and time of the Auction.

                  Only a Qualified Bidder who has submitted a Qualified Bid will
be eligible to participate at the Auction.  Only the authorized  representatives
of each of the Qualified  Bidders,  the Creditors'  Committee,  the  Prepetition
Lenders and the Company  shall be permitted to attend the Auction.  Prior to the
commencement of the Auction,  the Company will notify all Qualified  Bidders who
have  submitted  Qualified  Bids of the general terms of the Opening Bid. At the
Auction, Qualified Bidders will be permitted to increase their bids. The bidding
at the Auction shall start at the purchase price stated in the Opening Bid, plus
the  amount  of  any  Breakup  Fee,  and  continue  in  increments  of at  least
$3,000,000.

                  The Company and its  advisors  reserve the right to pursue and
consider offers from Qualified Bidders to serve as a "stalking horse" bid at the
Auction.  If the Company  determines,  in its business  judgment and in its sole
discretion,  after consultation with its advisors and the Creditors' Committee's
and  the  Prepetition  Lenders'  financial  advisors,  to  enter  into a  Marked
Agreement  with a Qualified  Bidder as a stalking  horse  bidder (the  "Stalking
Horse Bidder"),  the Company:  (i) may offer the Stalking Horse Bidder a Breakup
Fee;  and (ii) at least two weeks prior to the Bid  Deadline,  will notify other
Qualified Bidders of the existence of the Stalking Horse Bidder and the terms of
the  Stalking  Horse  Bidder's  Marked  Agreement.  The Marked  Agreement of the
Stalking  Horse  Bidder  shall serve as the  Opening  Bid for  purposes of these
Bidding  Procedures  and the Auction.  Neither these Bidding  Procedures nor the
Auction require,  or are contingent upon, the Company selecting a Stalking Horse
Bidder, and the Company may conduct the Auction without a Stalking Horse Bidder.

                  Prior to the  commencement  of the  Auction,  the  Company may
adopt rules for the Auction that, in its business judgment,  will better promote
the  goals  of the  Auction  and  that  are  not  inconsistent  with  any of the
provisions of the Bankruptcy  Court order  approving the Bidding  Procedures and
will notify all  Qualified  Bidders who have  submitted  Qualified  Bids of such
rules.  All such rules will provide that:  (i) the  procedures  must be fair and
open, with Qualified  Bidders being treated in substantially the same manner, to
the extent reasonably possible;  (ii) all bids shall be made and received in one
room,  on an open basis,  and all other  bidders shall be entitled to be present
for all bidding  with the  understanding  that the true  identity of each bidder
(i.e., the principals submitting each bid) shall be fully disclosed to all other
bidders  and  that  all  material  terms  of each  Qualified  Bid  will be fully
disclosed to all other bidders  throughout the entire Auction;  and (iii) unless
otherwise  agreed to by the Company,  no Qualified Bidder will be permitted more
than one hour to respond to the previous bid at the Auction.

                  Immediately  prior  to  the  conclusion  of the  Auction,  the
Company, in its business judgment and in its sole discretion, after consultation
with its advisors and the Creditors'  Committee's and the  Prepetition  Lenders'
financial  advisors,  shall (i) review  each  Qualified  Bid on the basis of its
financial and contractual terms and the factors relevant to the sale process and
the best interests of the Company's estate, including, without limitation, those
factors  affecting the speed and certainty of  consummating  the Transaction and
antitrust  and  competition  law  considerations,  (ii)  identify the highest or
otherwise best offer in the Auction,  consistent  with these Bidding  Procedures
(the  Marked  Agreement  of such  higher  or  better  Qualified  Bid  being  the
"Successful  Bid" and the Qualified Bidder being the "Successful  Bidder"),  and
(iii) identify the next highest or otherwise best offer after the Successful Bid
(the "Next Best Bid").  Any bid  submitted  after the  conclusion of the Auction
shall not be considered by the Company.

                           Approval of Successful Bid

                  The  Company  may also  present the results of the Auction and
the Marked  Agreement  of the  Successful  Bidder to the  Bankruptcy  Court at a
hearing on July 31, 2003 at 2:00 p.m.  (Eastern time) (the "Approval  Hearing"),
at which the  Company  will  request  that the  Bankruptcy  Court  make  certain
findings  regarding the Auction,  including  (i) that the Company  conducted the
Auction and selected the  Successful  Bidder in  accordance  with these  Bidding
Procedures, (ii) that the Auction was fair in substance and procedure, and (iii)
that the  Marked  Agreement  constitutes  the  highest  and best  offer  for the
Company.

                  Neither (i) the Company's  inclusion of the  Successful Bid in
the Plan or the Disclosure Statement,  or presentation of the Successful Bid and
the Marked  Agreement  at an  Approval  Hearing,  nor (ii) the entry of an order
approving  the  Disclosure  Statement  (or any other order  approving the Marked
Agreement  before  confirmation  of the  Plan) by the  applicable  Court,  shall
obligate the Company to consummate the  Transaction  with the Successful  Bidder
unless and until the Plan has been  confirmed  and the  effective  date  thereof
occurs.  Without  limitation,  the Company  shall not be  obligated  to select a
Qualified  Bidder or pursue a  Transaction  and no bidder  will be  entitled  to
reimbursement of costs or other  compensation  regardless of the  circumstances,
except and solely to the extent  approved in a specific  order of the Bankruptcy
Court.

                  In the event  that the  Successful  Bidder  fails to close the
Marked  Agreement  with the Company for any  reason,  then the Company  shall be
authorized,  but not required, to close with the Qualified Bidder that submitted
the Next Best Bid,  without  notice to any other party  (other  than  parties to
executory  contracts  and  unexpired  leases  affected  by the Next Best Bid) or
further court order.

                  The Company may (a) determine, in its business judgment and in
its sole  discretion,  after  consultation  with its advisors and the Creditors'
Committee's and the Prepetition  Lenders'  financial  advisors,  which Qualified
Bid, if any, is the  Successful Bid and the Next Best Bid; and (b) reject at any
time before entry of an order  approving the Auction  Approval  Motion,  any bid
that, in the Company's sole discretion, is (i) inadequate or insufficient,  (ii)
not in conformity  with the  requirements  of the  Bankruptcy  Code, the Bidding
Procedures, or the terms and conditions of the Transaction, or (iii) contrary to
the best interests of the Company and its estate.

                                   No Auction

                  The Company reserves the right,  after  consultation  with its
advisors and the Creditors'  Committee's and the Prepetition  Lenders' financial
advisors,  to not hold the Auction if the  Qualified  Bids received do not offer
sufficient  value for the Company or are not otherwise in the best  interests of
the Company's  estate. If the Company receives only one Qualified Bid and if the
Company determines,  in its business judgment and in its sole discretion,  after
consultation   with  its  advisors  and  the  Creditors'   Committee's  and  the
Prepetition Lenders' financial advisors, that such Qualified Bid is the best and
highest offer for the Company,  the Company may select such Qualified Bid as the
Successful Bid for purposes of these Bidding  Procedures  without  conducting an
Auction.

                               Good Faith Deposit

                  The Good Faith Deposit of the Successful  Bidder shall be held
until the closing of the  Transaction  and applied in accordance with the Marked
Agreement.  Pending the closing of the Transaction  with the Successful  Bidder,
the Good Faith  Deposit of the  Successful  Bidder  shall be  maintained  by the
Company in an  interest-bearing  escrow  account and any interest  earned on the
Good Faith  Deposit  shall be applied or  transferred  in the same manner as the
Good Faith Deposit; provided, however, that the Successful Bidder shall not have
any claim,  cause of action or any similar right against the Company relating to
or arising out of the investment of the Good Faith Deposit.  If the closing does
not occur, the disposition of the Good Faith Deposit shall be as provided in the
Marked Agreement.