Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


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


                 3330 West Friendly Avenue, Greensboro, NC 27410
               (Address of Principal Executive Offices) (Zip Code)


             Burlington Industries, Inc. 1995 Equity Incentive Plan
                            (Full title of the plan)


                           Barbara K. Eisenberg, Esq.
                          Vice President and Secretary
                            3330 West Friendly Avenue
                              Greensboro, NC 27410
                     (Name and address of agent for service)


                                 (910) 379-2000
          (Telephone number, including area code, of agent for service)


                         Calculation of Registration Fee
_______________________________________________________________________________

                                      Proposed     Proposed
                                      maximum      maximum
                                      offering     aggregate       Amount of
Title of securities  Amount to be     price per    offering        registration
to be registered     registered (1)   unit (2)     price (2)       fee (3)

_______________________________________________________________________________

Common Stock,        3,255,284        $ 12.28    $ 39,982,244.50    $ 13,787
par value
$.01 per share


(1)     Pursuant to Rule 416  promulgated  under the  Securities Act of 1933, as
        amended (the "Securities  Act"), this Registration  Statement covers, in
        addition  to the number of shares of Common  Stock  stated  above,  such
        additional  shares of Common  Stock to be  offered  or issued to prevent
        dilution as a result of future stock dividends or stock splits.

(2)     The aggregate  offering price is the sum of the aggregate offering price
        of shares of Common Stock,  calculated  as set forth in note (3),  which
        may be purchased upon the exercise of outstanding options, calculated on
        the basis of the price at which the options may be exercised, and in the
        case of shares  of Common  Stock  which may  hereafter  be issued or for
        which  options may  hereafter be issued,  calculated on the basis of the
        average of the high and low  prices of the Common  Stock on the New York
        Stock Exchange on July 26, 1996. The maximum  offering price per unit is
        the  aggregate  offering  price divided by the total number of shares of
        Common Stock being registered pursuant to this Registration Statement.

(3)     The fee with  respect to these  shares has been  calculated  pursuant to
        Rules 457(h)(1) and 457(c) of the Securities Act as follows:  (a) in the
        case of shares of Common Stock which may be purchased  upon the exercise
        of outstanding  options, the fee is calculated on the basis of the price
        at which the options may be exercised,  and (b) in the case of shares of
        Common  Stock  which may  hereafter  be issued or for which  options may
        hereafter be issued,  the fee is  calculated on the basis of the average
        of the high and low  prices of the  Common  Stock on the New York  Stock
        Exchange on July 26, 1996, a date within five business days prior to the
        date of filing of this Registration Statement.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.     Plan Information.*


Item 2.     Registrant Information and Employee Plan Annual Information.*


_____________________________

*       The information  required by Part I to be contained in the Section 10(a)
        Prospectus  is omitted from this  Registration  Statement in  accordance
        with Rule 428 under the  Securities Act and the "Note" to Part I of Form
        S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.     Incorporation of Documents by Reference.

            The following  documents filed by Burlington  Industries,  Inc. (the
            "Company")   with  the  Securities  and  Exchange   Commission  (the
            "Commission")  are  incorporated  by reference in this  Registration
            Statement:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
               ended September 30, 1995.

               (b) All other  reports  filed by the Company  pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), since September 30, 1995.

               (c)  The  description  of  the  Company's  Common  Stock  in  the
               Company's  Registration  Statement  on Form 8-A,  filed  with the
               Commission  on April 23, 1992,  including any amendment or report
               filed for the purpose of updating such description.

               All  documents  subsequently  filed by the  Company  pursuant  to
               Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
               the filing of a post-effective amendment which indicates that all
               securities  offered hereunder have been sold or which deregisters
               all securities then remaining unsold  hereunder,  shall be deemed
               to be  incorporated by reference in this  Registration  Statement
               and to be part hereof from the date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Robert A. Wicker,  Esq.,  General  Counsel of the Company,  received
            under the  Burlington  Industries,  Inc. 1995 Equity  Incentive Plan
            options to purchase 25,000 shares of the Company's  Common Stock and
            performance  units to receive an amount  whose  value is  determined
            with reference to attaining stated  performance  goals for a certain
            performance  period,  payable  in cash and up to a maximum  of 6,881
            shares of the Company's Common Stock.



<PAGE>
Item 6.     Indemnification of Directors and Officers.

            The Company is a Delaware corporation.  Reference is made to Section
            145 of the Delaware  General  Corporation  Law (the  "DGCL"),  which
            provides that a corporation may indemnify any person,  including any
            officer or director, who is, or is threatened to be made, a party to
            any  threatened,   pending  or  completed  legal  action,   suit  or
            proceeding, whether civil, criminal, administrative or investigative
            (other  than an action by or in the right of such  corporation),  by
            reason of the fact that such person is or was an officer,  director,
            employee or agent of such  corporation,  or is or was serving at the
            request of such  corporation  as a  director,  officer,  employee or
            agent of  another  corporation  or  enterprise.  The  indemnity  may
            include expenses (including attorneys' fees),  judgments,  fines and
            amounts paid in settlement  actually and reasonably incurred by such
            person in connection with such action,  suit or proceeding,  if such
            officer,  director,  employee  or agent acted in good faith and in a
            manner  he  reasonably  believed  to be in or  not  opposed  to  the
            corporation's  best  interests  and,  with  respect to any  criminal
            action or  proceeding,  had no reasonable  cause to believe that his
            conduct was unlawful.  A Delaware corporation also may indemnify any
            such  person  who was or is a party  or is  threatened  to be made a
            party to any threatened,  pending or completed  action or suit by or
            in the right of the corporation against expenses under substantially
            the same  conditions,  except that no  indemnification  is permitted
            without judicial approval if such person is adjudged to be liable to
            the  corporation.  Where any such person is successful on the merits
            or  otherwise  in the defense of any action  referred to above,  the
            corporation must indemnify him against the expenses that such person
            actually and reasonably incurred.

            Reference  is also made to  Section  102(b)(7)  of the  DGCL,  which
            enables a corporation in its original  certificate of  incorporation
            or in an  amendment  thereto  to  eliminate  or limit  the  personal
            liability of a director to the corporation or its  stockholders  for
            monetary  damages for violations of the director's  fiduciary  duty,
            except (i) for any breach of the  director's  duty of loyalty to the
            corporation or its  stockholders,  (ii) for acts or omissions not in
            good  faith or which  involve  intentional  misconduct  or a knowing
            violation  of law,  (iii) under  Section 174 of the DGCL or (iv) for
            any  transaction  from  which  such  director  derived  an  improper
            personal benefit.

            Article  VI of the  Restated  Certificate  of  Incorporation  of the
            Company provides that the Company shall indemnify any person who was
            or is a party or is threatened to be made a party to any threatened,
            pending or completed  action,  suit or  proceeding,  whether  civil,
            criminal,  administrative or investigative  (other than an action by
            or in the right of the  Company) by reason of the fact that he is or
            was a director,  officer, employee or agent of the Company, or is or
            was serving at the  request of the  Company as a director,  officer,
            employee  or  agent  of  another  corporation,   partnership,  joint
            venture,  trust or other  enterprise,  against  expenses  (including
            attorneys'  fees),  judgments,  fines and amounts paid in settlement
            actually  and  reasonably  incurred by him in  connection  with such
            action, suit or proceeding if he acted in good faith and in a manner
            he reasonably believed to be in or not opposed to the best interests
            of the  Company,  and,  with  respect  to  any  criminal  action  or
            proceeding,  had no  reasonable  cause to believe  his  conduct  was
            unlawful.  The  termination  of any action,  suit or  proceeding  by
            judgment,  order,  settlement,  conviction,  or  upon a plea of nolo
            contendere  or its  equivalent,  shall  not,  of  itself,  create  a
            presumption  that  the  person  did not act in good  faith  and in a
            manner  which he  reasonably believed to be in or not opposed to the

                                       2
<PAGE>
            best interests of the Corporation, and, with respect to any criminal
            action or  proceeding,  had  reasonable  cause to  believe  that his
            conduct was unlawful.  Article VI further  provides that the Company
            shall indemnify any person who was or is a party or is threatened to
            be made a party to any  threatened,  pending or completed  action or
            suit by or in the right of the  Company to procure a judgment in its
            favor by reason of the fact that he is or was a  director,  officer,
            employee  or  agent  of the  Company,  or is or was  serving  at the
            request of the Company as a director,  officer, employee or agent of
            another  corporation,  partnership,  joint  venture,  trust or other
            enterprise against expenses (including attorneys' fees) actually and
            reasonably  incurred  by him  in  connection  with  the  defense  or
            settlement of such action or suit if he acted in good faith and in a
            manner he  reasonably  believed  to be in or not opposed to the best
            interests of the Company and except that no indemnification shall be
            made in  respect  of any  claim,  issue or matter  as to which  such
            person shall have been  adjudged to be liable to the Company  unless
            and only to the extent  that the Court of  Chancery  of the State of
            Delaware or the court in which such action or suit was brought shall
            determine  upon  application  that,   despite  the  adjudication  of
            liability  but in view of all the  circumstances  of the case,  such
            person is fairly  and  reasonably  entitled  to  indemnity  for such
            expenses  which the Court of Chancery or such other court shall deem
            proper.

            To the extent  that a  director,  officer,  employee or agent of the
            Company has been successful on the merits or otherwise in defense of
            any  action,  suit or  proceeding  referred  to in either of the two
            immediately preceding paragraphs,  or in defense of any claim, issue
            or  matter  therein,   he  shall  be  indemnified  against  expenses
            (including  attorneys' fees) actually and reasonably incurred by him
            in connection  therewith.  Also,  any such  indemnification  (unless
            ordered by a court) shall be made by the Company only as  authorized
            in the specific case upon a determination  that  indemnification  of
            the  director,   officer,   employee  or  agent  is  proper  in  the
            circumstances  because he has met the applicable standard of conduct
            set  forth  in  the   foregoing   provisions  of  Article  VI.  Such
            determination  shall be made  (i) by the  Board  of  Directors  by a
            majority  vote  of a  quorum  consisting  of  directors  who are not
            parties to such action, suit or proceeding, or (ii) if such a quorum
            is not obtainable,  or, even if obtainable a quorum of disinterested
            directors  so directs,  by  independent  legal  counsel in a written
            opinion or (iii) by the stockholders.

            Expenses  (including  attorneys'  fees)  incurred  by an  officer or
            director  in  defending  any  civil,  criminal,   administrative  or
            investigative  action, suit or proceeding may be paid by the Company
            in  advance  of the  final  disposition  of  such  action,  suit  or
            proceeding  upon receipt of an  undertaking  by or on behalf of such
            director or officer to repay such amount if it shall  ultimately  be
            determined  that he is not entitled to be indemnified by the Company
            pursuant  to  Article VI or as  otherwise  authorized  by law.  Such
            expenses  incurred by other employees and agents may be so paid upon
            such terms and  conditions,  if any, as the Board of Directors deems
            appropriate.

            The  indemnification  and  advancement  of  expenses  provided by or
            granted  pursuant  to the other  subsections  of  Article VI are not
            deemed  exclusive  of  any  other  rights  to  which  those  seeking
            indemnification or advancement of expenses may be entitled under any
            by-law,  agreement,  vote of stockholders or disinterested directors
            or otherwise,  both as to action in his official  capacity and as to
            action in another capacity while holding such office.

                                       3
<PAGE>

            The Company is authorized  under Article VI to purchase and maintain
            insurance on behalf of any person who is or was a director, officer,
            employee  or  agent  of the  Company,  or is or was  serving  at the
            request of the Company as a director,  officer, employee or agent of
            another  corporation,  partnership,  joint  venture,  trust or other
            enterprise  against any liability  asserted against him and incurred
            by him in any such  capacity,  or arising out of his status as such,
            whether or not the  Company  would have the power to  indemnify  him
            against such liability under the provisions of the DGCL. The Company
            maintains a directors' and officers' liability insurance policy.

            For purposes of Article VI,  references to the Company  include,  in
            addition to the resulting corporation,  any constituent  corporation
            (including  any   constituent  of  a  constituent)   absorbed  in  a
            consolidation  or  merger  which,  if  its  separate  existence  had
            continued,  would  have had power and  authority  to  indemnify  its
            directors,  officers,  employees or agents so that any person who is
            or was a director,  officer,  employee or agent of such  constituent
            corporation, or is or was serving at the request of such constituent
            corporation  as a  director,  officer,  employee or agent of another
            corporation,  partnership, joint venture, trust or other enterprise,
            shall stand in the same position  under the provisions of Article VI
            with respect to the resulting or surviving  corporation  as he would
            have with respect to such  constituent  corporation  if its separate
            existence had continued.

            For  purposes  of  Article  VI,  references  to "other  enterprises"
            include employee benefit plans;  references to "fines" shall include
            any excise  taxes  assessed on a person with respect to any employee
            benefit  plan;  and  references  to  "serving at the request of" the
            Company shall include any service as a director,  officer,  employee
            or agent of the Company which imposes duties on, or involves service
            by, such  director,  officer,  employee or agent with  respect to an
            employee  benefit plan, its  participants  or  beneficiaries;  and a
            person  who  acted  in good  faith  and in a  manner  he  reasonably
            believed to be in the interest of the participants and beneficiaries
            of an  employee  benefit  plan  shall be deemed  to have  acted in a
            manner  "not  opposed  to the best  interests  of" the  Company,  as
            referred to in Article VI.

            The  indemnification  and  advancement  of expenses  provided by, or
            granted  pursuant to,  Article VI,  unless  otherwise  provided when
            authorized or ratified, continue as to a person who has ceased to be
            a  director,  officer,  employee  or agent  and  shall  inure to the
            benefit of the heirs, executors and administrators of such a person.
            
            Article VII of the  Restated  Certificate  of  Incorporation  of the
            Company  provides  that a  director  of  the  Company  shall  not be
            personally  liable to the Company or its  stockholders  for monetary
            damages  for  breach of  fiduciary  duty as a  director,  except for
            liability  (i) for any breach of the  director's  duty of loyalty to
            the Company or its  stockholders,  (ii) for acts or omissions not in
            good  faith or which  involve  intentional  misconduct  or a knowing
            violation of law,  (iii) under  Section 174 of the DGCL, or (iv) for
            any  transaction  from  which  the  director  derived  any  improper
            personal  benefit.  Any repeal or  modification of Article VII shall
            not  adversely  affect any right or  protection of a director of the
            Company existing at the time of such repeal or modification.

            The Board of Directors of the Company adopted resolutions on October
            23,  1990,  indemnifying  each  officer and  director of the Company
            (other than any officer or director  whose  principal  employment is
            with an entity  other than the  Company or any  subsidiary  thereof)

                                       4
<PAGE>

            against any and all expenses,  judgments,  fines and amounts paid in
            settlement  actually  and  reasonably  incurred  by such  person  in
            connection  with  any  present  or  future  threatened,  pending  or
            completed  claim,   action,  suit  or  proceeding,   whether  civil,
            criminal, administrative or investigative, by reason of such officer
            or director  serving in such  capacity and further  authorizing  the
            payment  of  expenses  incurred  by any such  indemnified  person in
            defending any threatened,  pending or completed claim,  action, suit
            or  proceeding  in advance  of the final  disposition  thereof  upon
            receipt  of an  undertaking  to  repay  such  expenses  if it  shall
            ultimately  be  determined  that  such  indemnified  party  was  not
            entitled  to be  indemnified  by  the  Company  for  such  purposes;
            provided that such  indemnification  shall not apply to any claim or
            proceeding in which the indemnified  person shall be adjudged liable
            because  of  willful  misfeasance  or bad faith or, in the case of a
            criminal action or proceeding,  in which the  indemnified  party had
            reasonable cause to believe that his conduct was unlawful.


Item 7.     Exemption From Registration Claimed.

            Not applicable.


Item 8.     Exhibits.

            Exhibit No.      Description

               4.1           Form of Restated  Certificate of  Incorporation  of
                             the Company  (incorporated  by reference to Exhibit
                             3.1 of the Company's Registration Statement on Form
                             8-B, as filed with the Commission on June 3, 1994).

               5             Opinion of Robert A. Wicker,  Esq.,  Vice President
                             and General Counsel of the Company.

              23.1           Consent of Ernst & Young LLP.

              23.2           Consent  of Robert A.  Wicker,  Esq.  (included  in
                             Exhibit 5).


Item 9.     Undertakings.

               (a)    The undersigned Registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
               are being made, a post-effective  amendment to this  Registration
               Statement to include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

                      (2) That,  for the purpose of  determining  any  liability
               under the  Securities  Act,  each such  post-effective  amendment
               shall be deemed to be a new  registration  statement  relating to
               the  securities  offered  therein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

                      (3)  To   remove   from   registration   by   means  of  a
               post-effective  amendment any of the securities  being registered
               which remain unsold at the termination of the offering.

                                       5
<PAGE>
               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
               purposes of determining  any liability  under the Securities Act,
               each filing of the Registrant's annual report pursuant to Section
               13(a)  or  Section   15(d)  of  the  Exchange  Act  (and,   where
               applicable,  each filing of an  employee  benefit  plan's  annual
               report  pursuant to Section  15(d) of the  Exchange  Act) that is
               incorporated by reference in the Registration  Statement shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (c) Insofar as indemnification  for liabilities arising under the
               Securities  Act  may be  permitted  to  directors,  officers  and
               controlling  persons of the Registrant  pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  Act  and  is,
               therefore,   unenforceable.   In  the  event  that  a  claim  for
               indemnification  against such liabilities (other than the payment
               by the  Registrant  of  expenses  incurred or paid by a director,
               officer or controlling person of the Registrant in the successful
               defense of any action,  suit or  proceeding)  is asserted by such
               director,  officer or controlling  person in connection  with the
               securities being  registered,  the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.


                                                6

<PAGE>
                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Greensboro,  State of North  Carolina,  on July 23,
1996.

                                   BURLINGTON INDUSTRIES, INC.

                                   By     /s/  GEORGE W. HENDERSON, III
                                               George W. Henderson, III
                                           President and Chief Executive Officer
                                             (Principal Executive Officer)

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                    Title                          Date

/s/ GEORGE W. HENDERSON, III   Director, President and Chief     July 23, 1996
    George W. Henderson, III    Executive Officer (Principal
                                Executive Officer)


/s/ CHARLES E. PETERS, JR.     Senior Vice President and         July 23, 1996
    Charles E. Peters, Jr.      Chief Financial Officer
                                (Principal Financial Officer)


/s/ AGUSTIN J. DIODATI         Vice President and Controller     July 23, 1996
    Agustin J. Diodati          (Principal Accounting Officer)


/s/ JOSEPH F. ABELY, JR.       Director                          July 23, 1996
    Joseph F. Abely, Jr.


/s/ JOHN D. ENGLAR             Director                          July 23, 1996
    John D. Englar


/s/ FRANK S. GREENBERG         Director                          July 23, 1996
    Frank S. Greenberg


/s/ BERNARD A. LEVENTHAL       Director                          July 23, 1996
    Bernard A. Leventhal


/s/ DAVID I. MARGOLIS          Director                          July 23, 1996
    David I. Margolis


/s/ JOHN G. MEDLIN             Director                          July 23, 1996
    John G. Medlin


/s/ NELSON SCHWAB, III         Director                          July 23, 1996
    Nelson Schwab, III


/s/ ABRAHAM B. STENBERG        Director                          July 23, 1996
    Abraham B. Stenberg

                                       7
<PAGE>




                                  EXHIBIT INDEX




Exhibit
  No.       Description                                                

   4.1      Form  of  Restated  Certificate  of  Incorporation  of  the  Company
            (incorporated   by  reference  to  Exhibit  3.1  of  the   Company's
            Registration  Statement on Form 8-B, as filed with the Commission on
            June 3, 1994).

   5        Opinion  of Robert A.  Wicker,  Esq.,  Vice  President  and  General
            Counsel of the Company.

   23.1     Consent of Ernst & Young LLP.

   23.2     Consent of Robert A. Wicker, Esq.(included in Exhibit 5).



                                       8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30030}]
{"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": "S-8", "act": "33", "file-number": "333-09501", "film-number": "96603325"}, "business-address": {"street1": "3330 WEST FRIENDLY AVE", "city": "GREENSBORO", "state": "NC", "zip": "27410", "phone": "9103792000"}, "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"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                 3330 West Friendly Avenue, Greensboro, NC 27410
               (Address of Principal Executive Offices) (Zip Code)

             Burlington Industries, Inc. 1995 Equity Incentive Plan
                            (Full title of the plan)

                           Barbara K. Eisenberg, Esq.
                          Vice President and Secretary
                            3330 West Friendly Avenue
                              Greensboro, NC 27410
                     (Name and address of agent for service)

                                 (910) 379-2000
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
_______________________________________________________________________________

                                      Proposed     Proposed
                                      maximum      maximum
                                      offering     aggregate       Amount of
Title of securities  Amount to be     price per    offering        registration
to be registered     registered (1)   unit (2)     price (2)       fee (3)

_______________________________________________________________________________

Common Stock,        3,255,284        $ 12.28    $ 39,982,244.50    $ 13,787
par value
$.01 per share

(1)     Pursuant to Rule 416  promulgated  under the  Securities Act of 1933, as
        amended (the "Securities  Act"), this Registration  Statement covers, in
        addition  to the number of shares of Common  Stock  stated  above,  such
        additional  shares of Common  Stock to be  offered  or issued to prevent
        dilution as a result of future stock dividends or stock splits.

(2)     The aggregate  offering price is the sum of the aggregate offering price
        of shares of Common Stock,  calculated  as set forth in note (3),  which
        may be purchased upon the exercise of outstanding options, calculated on
        the basis of the price at which the options may be exercised, and in the
        case of shares  of Common  Stock  which may  hereafter  be issued or for
        which  options may  hereafter be issued,  calculated on the basis of the
        average of the high and low  prices of the Common  Stock on the New York
        Stock Exchange on July 26, 1996. The maximum  offering price per unit is
        the  aggregate  offering  price divided by the total number of shares of
        Common Stock being registered pursuant to this Registration Statement.

(3)     The fee with  respect to these  shares has been  calculated  pursuant to
        Rules 457(h)(1) and 457(c) of the Securities Act as follows:  (a) in the
        case of shares of Common Stock which may be purchased  upon the exercise
        of outstanding  options, the fee is calculated on the basis of the price
        at which the options may be exercised,  and (b) in the case of shares of
        Common  Stock  which may  hereafter  be issued or for which  options may
        hereafter be issued,  the fee is  calculated on the basis of the average
        of the high and low  prices of the  Common  Stock on the New York  Stock
        Exchange on July 26, 1996, a date within five business days prior to the
        date of filing of this Registration Statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*

_____________________________

*       The information  required by Part I to be contained in the Section 10(a)
        Prospectus  is omitted from this  Registration  Statement in  accordance
        with Rule 428 under the  Securities Act and the "Note" to Part I of Form
        S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following  documents filed by Burlington  Industries,  Inc. (the
            "Company")   with  the  Securities  and  Exchange   Commission  (the
            "Commission")  are  incorporated  by reference in this  Registration
            Statement:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
               ended September 30, 1995.

               (b) All other  reports  filed by the Company  pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), since September 30, 1995.

               (c)  The  description  of  the  Company's  Common  Stock  in  the
               Company's  Registration  Statement  on Form 8-A,  filed  with the
               Commission  on April 23, 1992,  including any amendment or report
               filed for the purpose of updating such description.

               All  documents  subsequently  filed by the  Company  pursuant  to
               Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
               the filing of a post-effective amendment which indicates that all
               securities  offered hereunder have been sold or which deregisters
               all securities then remaining unsold  hereunder,  shall be deemed
               to be  incorporated by reference in this  Registration  Statement
               and to be part hereof from the date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Robert A. Wicker,  Esq.,  General  Counsel of the Company,  received
            under the  Burlington  Industries,  Inc. 1995 Equity  Incentive Plan
            options to purchase 25,000 shares of the Company's  Common Stock and
            performance  units to receive an amount  whose  value is  determined
            with reference to attaining stated  performance  goals for a certain
            performance  period,  payable  in cash and up to a maximum  of 6,881
            shares of the Company's Common Stock.
Item 6.     Indemnification of Directors and Officers.

            The Company is a Delaware corporation.  Reference is made to Section
            145 of the Delaware  General  Corporation  Law (the  "DGCL"),  which
            provides that a corporation may indemnify any person,  including any
            officer or director, who is, or is threatened to be made, a party to
            any  threatened,   pending  or  completed  legal  action,   suit  or
            proceeding, whether civil, criminal, administrative or investigative
            (other  than an action by or in the right of such  corporation),  by
            reason of the fact that such person is or was an officer,  director,
            employee or agent of such  corporation,  or is or was serving at the
            request of such  corporation  as a  director,  officer,  employee or
            agent of  another  corporation  or  enterprise.  The  indemnity  may
            include expenses (including attorneys' fees),  judgments,  fines and
            amounts paid in settlement  actually and reasonably incurred by such
            person in connection with such action,  suit or proceeding,  if such
            officer,  director,  employee  or agent acted in good faith and in a
            manner  he  reasonably  believed  to be in or  not  opposed  to  the
            corporation's  best  interests  and,  with  respect to any  criminal
            action or  proceeding,  had no reasonable  cause to believe that his
            conduct was unlawful.  A Delaware corporation also may indemnify any
            such  person  who was or is a party  or is  threatened  to be made a
            party to any threatened,  pending or completed  action or suit by or
            in the right of the corporation against expenses under substantially
            the same  conditions,  except that no  indemnification  is permitted
            without judicial approval if such person is adjudged to be liable to
            the  corporation.  Where any such person is successful on the merits
            or  otherwise  in the defense of any action  referred to above,  the
            corporation must indemnify him against the expenses that such person
            actually and reasonably incurred.

            Reference  is also made to  Section  102(b)(7)  of the  DGCL,  which
            enables a corporation in its original  certificate of  incorporation
            or in an  amendment  thereto  to  eliminate  or limit  the  personal
            liability of a director to the corporation or its  stockholders  for
            monetary  damages for violations of the director's  fiduciary  duty,
            except (i) for any breach of the  director's  duty of loyalty to the
            corporation or its  stockholders,  (ii) for acts or omissions not in
            good  faith or which  involve  intentional  misconduct  or a knowing
            violation  of law,  (iii) under  Section 174 of the DGCL or (iv) for
            any  transaction  from  which  such  director  derived  an  improper
            personal benefit.

            Article  VI of the  Restated  Certificate  of  Incorporation  of the
            Company provides that the Company shall indemnify any person who was
            or is a party or is threatened to be made a party to any threatened,
            pending or completed  action,  suit or  proceeding,  whether  civil,
            criminal,  administrative or investigative  (other than an action by
            or in the right of the  Company) by reason of the fact that he is or
            was a director,  officer, employee or agent of the Company, or is or
            was serving at the  request of the  Company as a director,  officer,
            employee  or  agent  of  another  corporation,   partnership,  joint
            venture,  trust or other  enterprise,  against  expenses  (including
            attorneys'  fees),  judgments,  fines and amounts paid in settlement
            actually  and  reasonably  incurred by him in  connection  with such
            action, suit or proceeding if he acted in good faith and in a manner
            he reasonably believed to be in or not opposed to the best interests
            of the  Company,  and,  with  respect  to  any  criminal  action  or
            proceeding,  had no  reasonable  cause to believe  his  conduct  was
            unlawful.  The  termination  of any action,  suit or  proceeding  by
            judgment,  order,  settlement,  conviction,  or  upon a plea of nolo
            contendere  or its  equivalent,  shall  not,  of  itself,  create  a
            presumption  that  the  person  did not act in good  faith  and in a
            manner  which he  reasonably believed to be in or not opposed to the

                                       2
best interests of the Corporation, and, with respect to any criminal
            action or  proceeding,  had  reasonable  cause to  believe  that his
            conduct was unlawful.  Article VI further  provides that the Company
            shall indemnify any person who was or is a party or is threatened to
            be made a party to any  threatened,  pending or completed  action or
            suit by or in the right of the  Company to procure a judgment in its
            favor by reason of the fact that he is or was a  director,  officer,
            employee  or  agent  of the  Company,  or is or was  serving  at the
            request of the Company as a director,  officer, employee or agent of
            another  corporation,  partnership,  joint  venture,  trust or other
            enterprise against expenses (including attorneys' fees) actually and
            reasonably  incurred  by him  in  connection  with  the  defense  or
            settlement of such action or suit if he acted in good faith and in a
            manner he  reasonably  believed  to be in or not opposed to the best
            interests of the Company and except that no indemnification shall be
            made in  respect  of any  claim,  issue or matter  as to which  such
            person shall have been  adjudged to be liable to the Company  unless
            and only to the extent  that the Court of  Chancery  of the State of
            Delaware or the court in which such action or suit was brought shall
            determine  upon  application  that,   despite  the  adjudication  of
            liability  but in view of all the  circumstances  of the case,  such
            person is fairly  and  reasonably  entitled  to  indemnity  for such
            expenses  which the Court of Chancery or such other court shall deem
            proper.

            To the extent  that a  director,  officer,  employee or agent of the
            Company has been successful on the merits or otherwise in defense of
            any  action,  suit or  proceeding  referred  to in either of the two
            immediately preceding paragraphs,  or in defense of any claim, issue
            or  matter  therein,   he  shall  be  indemnified  against  expenses
            (including  attorneys' fees) actually and reasonably incurred by him
            in connection  therewith.  Also,  any such  indemnification  (unless
            ordered by a court) shall be made by the Company only as  authorized
            in the specific case upon a determination  that  indemnification  of
            the  director,   officer,   employee  or  agent  is  proper  in  the
            circumstances  because he has met the applicable standard of conduct
            set  forth  in  the   foregoing   provisions  of  Article  VI.  Such
            determination  shall be made  (i) by the  Board  of  Directors  by a
            majority  vote  of a  quorum  consisting  of  directors  who are not
            parties to such action, suit or proceeding, or (ii) if such a quorum
            is not obtainable,  or, even if obtainable a quorum of disinterested
            directors  so directs,  by  independent  legal  counsel in a written
            opinion or (iii) by the stockholders.

            Expenses  (including  attorneys'  fees)  incurred  by an  officer or
            director  in  defending  any  civil,  criminal,   administrative  or
            investigative  action, suit or proceeding may be paid by the Company
            in  advance  of the  final  disposition  of  such  action,  suit  or
            proceeding  upon receipt of an  undertaking  by or on behalf of such
            director or officer to repay such amount if it shall  ultimately  be
            determined  that he is not entitled to be indemnified by the Company
            pursuant  to  Article VI or as  otherwise  authorized  by law.  Such
            expenses  incurred by other employees and agents may be so paid upon
            such terms and  conditions,  if any, as the Board of Directors deems
            appropriate.

            The  indemnification  and  advancement  of  expenses  provided by or
            granted  pursuant  to the other  subsections  of  Article VI are not
            deemed  exclusive  of  any  other  rights  to  which  those  seeking
            indemnification or advancement of expenses may be entitled under any
            by-law,  agreement,  vote of stockholders or disinterested directors
            or otherwise,  both as to action in his official  capacity and as to
            action in another capacity while holding such office.

                                       3
The Company is authorized  under Article VI to purchase and maintain
            insurance on behalf of any person who is or was a director, officer,
            employee  or  agent  of the  Company,  or is or was  serving  at the
            request of the Company as a director,  officer, employee or agent of
            another  corporation,  partnership,  joint  venture,  trust or other
            enterprise  against any liability  asserted against him and incurred
            by him in any such  capacity,  or arising out of his status as such,
            whether or not the  Company  would have the power to  indemnify  him
            against such liability under the provisions of the DGCL. The Company
            maintains a directors' and officers' liability insurance policy.

            For purposes of Article VI,  references to the Company  include,  in
            addition to the resulting corporation,  any constituent  corporation
            (including  any   constituent  of  a  constituent)   absorbed  in  a
            consolidation  or  merger  which,  if  its  separate  existence  had
            continued,  would  have had power and  authority  to  indemnify  its
            directors,  officers,  employees or agents so that any person who is
            or was a director,  officer,  employee or agent of such  constituent
            corporation, or is or was serving at the request of such constituent
            corporation  as a  director,  officer,  employee or agent of another
            corporation,  partnership, joint venture, trust or other enterprise,
            shall stand in the same position  under the provisions of Article VI
            with respect to the resulting or surviving  corporation  as he would
            have with respect to such  constituent  corporation  if its separate
            existence had continued.

            For  purposes  of  Article  VI,  references  to "other  enterprises"
            include employee benefit plans;  references to "fines" shall include
            any excise  taxes  assessed on a person with respect to any employee
            benefit  plan;  and  references  to  "serving at the request of" the
            Company shall include any service as a director,  officer,  employee
            or agent of the Company which imposes duties on, or involves service
            by, such  director,  officer,  employee or agent with  respect to an
            employee  benefit plan, its  participants  or  beneficiaries;  and a
            person  who  acted  in good  faith  and in a  manner  he  reasonably
            believed to be in the interest of the participants and beneficiaries
            of an  employee  benefit  plan  shall be deemed  to have  acted in a
            manner  "not  opposed  to the best  interests  of" the  Company,  as
            referred to in Article VI.

            The  indemnification  and  advancement  of expenses  provided by, or
            granted  pursuant to,  Article VI,  unless  otherwise  provided when
            authorized or ratified, continue as to a person who has ceased to be
            a  director,  officer,  employee  or agent  and  shall  inure to the
            benefit of the heirs, executors and administrators of such a person.
            
            Article VII of the  Restated  Certificate  of  Incorporation  of the
            Company  provides  that a  director  of  the  Company  shall  not be
            personally  liable to the Company or its  stockholders  for monetary
            damages  for  breach of  fiduciary  duty as a  director,  except for
            liability  (i) for any breach of the  director's  duty of loyalty to
            the Company or its  stockholders,  (ii) for acts or omissions not in
            good  faith or which  involve  intentional  misconduct  or a knowing
            violation of law,  (iii) under  Section 174 of the DGCL, or (iv) for
            any  transaction  from  which  the  director  derived  any  improper
            personal  benefit.  Any repeal or  modification of Article VII shall
            not  adversely  affect any right or  protection of a director of the
            Company existing at the time of such repeal or modification.

            The Board of Directors of the Company adopted resolutions on October
            23,  1990,  indemnifying  each  officer and  director of the Company
            (other than any officer or director  whose  principal  employment is
            with an entity  other than the  Company or any  subsidiary  thereof)

                                       4
against any and all expenses,  judgments,  fines and amounts paid in
            settlement  actually  and  reasonably  incurred  by such  person  in
            connection  with  any  present  or  future  threatened,  pending  or
            completed  claim,   action,  suit  or  proceeding,   whether  civil,
            criminal, administrative or investigative, by reason of such officer
            or director  serving in such  capacity and further  authorizing  the
            payment  of  expenses  incurred  by any such  indemnified  person in
            defending any threatened,  pending or completed claim,  action, suit
            or  proceeding  in advance  of the final  disposition  thereof  upon
            receipt  of an  undertaking  to  repay  such  expenses  if it  shall
            ultimately  be  determined  that  such  indemnified  party  was  not
            entitled  to be  indemnified  by  the  Company  for  such  purposes;
            provided that such  indemnification  shall not apply to any claim or
            proceeding in which the indemnified  person shall be adjudged liable
            because  of  willful  misfeasance  or bad faith or, in the case of a
            criminal action or proceeding,  in which the  indemnified  party had
            reasonable cause to believe that his conduct was unlawful.

Item 7.     Exemption From Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            Exhibit No.      Description

               4.1           Form of Restated  Certificate of  Incorporation  of
                             the Company  (incorporated  by reference to Exhibit
                             3.1 of the Company's Registration Statement on Form
                             8-B, as filed with the Commission on June 3, 1994).

               5             Opinion of Robert A. Wicker,  Esq.,  Vice President
                             and General Counsel of the Company.

              23.1           Consent of Ernst & Young LLP.

              23.2           Consent  of Robert A.  Wicker,  Esq.  (included  in
                             Exhibit 5).

Item 9.     Undertakings.

               (a)    The undersigned Registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
               are being made, a post-effective  amendment to this  Registration
               Statement to include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

                      (2) That,  for the purpose of  determining  any  liability
               under the  Securities  Act,  each such  post-effective  amendment
               shall be deemed to be a new  registration  statement  relating to
               the  securities  offered  therein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

                      (3)  To   remove   from   registration   by   means  of  a
               post-effective  amendment any of the securities  being registered
               which remain unsold at the termination of the offering.

                                       5
(b)  The  undersigned  Registrant  hereby  undertakes  that,  for
               purposes of determining  any liability  under the Securities Act,
               each filing of the Registrant's annual report pursuant to Section
               13(a)  or  Section   15(d)  of  the  Exchange  Act  (and,   where
               applicable,  each filing of an  employee  benefit  plan's  annual
               report  pursuant to Section  15(d) of the  Exchange  Act) that is
               incorporated by reference in the Registration  Statement shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (c) Insofar as indemnification  for liabilities arising under the
               Securities  Act  may be  permitted  to  directors,  officers  and
               controlling  persons of the Registrant  pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  Act  and  is,
               therefore,   unenforceable.   In  the  event  that  a  claim  for
               indemnification  against such liabilities (other than the payment
               by the  Registrant  of  expenses  incurred or paid by a director,
               officer or controlling person of the Registrant in the successful
               defense of any action,  suit or  proceeding)  is asserted by such
               director,  officer or controlling  person in connection  with the
               securities being  registered,  the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.

                                                6
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Greensboro,  State of North  Carolina,  on July 23,
1996.

                                   BURLINGTON INDUSTRIES, INC.

                                   By     /s/  GEORGE W. HENDERSON, III
                                               George W. Henderson, III
                                           President and Chief Executive Officer
                                             (Principal Executive Officer)

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                    Title                          Date

/s/ GEORGE W. HENDERSON, III   Director, President and Chief     July 23, 1996
    George W. Henderson, III    Executive Officer (Principal
                                Executive Officer)

/s/ CHARLES E. PETERS, JR.     Senior Vice President and         July 23, 1996
    Charles E. Peters, Jr.      Chief Financial Officer
                                (Principal Financial Officer)

/s/ AGUSTIN J. DIODATI         Vice President and Controller     July 23, 1996
    Agustin J. Diodati          (Principal Accounting Officer)

/s/ JOSEPH F. ABELY, JR.       Director                          July 23, 1996
    Joseph F. Abely, Jr.

/s/ JOHN D. ENGLAR             Director                          July 23, 1996
    John D. Englar

/s/ FRANK S. GREENBERG         Director                          July 23, 1996
    Frank S. Greenberg

/s/ BERNARD A. LEVENTHAL       Director                          July 23, 1996
    Bernard A. Leventhal

/s/ DAVID I. MARGOLIS          Director                          July 23, 1996
    David I. Margolis

/s/ JOHN G. MEDLIN             Director                          July 23, 1996
    John G. Medlin

/s/ NELSON SCHWAB, III         Director                          July 23, 1996
    Nelson Schwab, III

/s/ ABRAHAM B. STENBERG        Director                          July 23, 1996
    Abraham B. Stenberg

                                       7
EXHIBIT INDEX

Exhibit
  No.       Description                                                

   4.1      Form  of  Restated  Certificate  of  Incorporation  of  the  Company
            (incorporated   by  reference  to  Exhibit  3.1  of  the   Company's
            Registration  Statement on Form 8-B, as filed with the Commission on
            June 3, 1994).

   5        Opinion  of Robert A.  Wicker,  Esq.,  Vice  President  and  General
            Counsel of the Company.

   23.1     Consent of Ernst & Young LLP.

   23.2     Consent of Robert A. Wicker, Esq.(included in Exhibit 5).

                                       8