As filed with the Securities and Exchange Commission on June 6, 2000

                                                    Registration No. 333-______

--------------------------------------------------------------------------------

                                              ---------------------------------
                                                        OMB APPROVAL
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                                  UNITED STATES
                       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 Identification No.)
 incorporation or organization)

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

                                 Award Agreement
                           ---------------------------
                            (Full title of the plan)

                          Alice Washington Grogan, Esq.
                Corporate Secretary and Associate General Counsel
                            3330 West Friendly Avenue
                              Greensboro, NC 27410
        -----------------------------------------------------------------
                     (Name and address of agent for service)

                                 (336) 379-2000
    ------------------------------------------------------------------------
          (Telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

 Common Stock,         150,000         $3.4375        $515,625       $136.13
   par value
 $.01 per share

--------------------------------------------------------------------------------
Notes:
(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,  calculated  on the
     basis of the average of the high and low prices of the Common  Stock on the
     New York Stock  Exchange on June 1, 2000.  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)(l) 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,  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 June 1, 2000, 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 October 2, 1999.

           (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 October 2, 1999.

           (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.





<PAGE>


Item 4.  Description of Securities.
         -------------------------

                  Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------
                  None.

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  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 or 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  attorney's 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 to 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 attorney's 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 bylaw,  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.

         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 momentary  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)  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  Alice  Washington  Grogan,   Esq.,
                                 Associate General Counsel of the Company

                      23.1       Consent of Ernst & Young LLP

                      23.2       Consent  of  Alice  Washington   Grogan,   Esq.
                                 (included in Exhibit 5)

                      24         Power of Attorney


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.

                  (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.




<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 June 1, 2000.

                                         BURLINGTON INDUSTRIES, INC.


                                         By  /s/ George W. Henderson, III
                                             ----------------------------
                                                 George W. Henderson, III
                                                 Chairman of the Board and
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)

         Pursuant  to the  requirements  of the  Securities  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, Chairman of the Board    June 1, 2000
----------------------------     and Chief Executive Officer
George W. Henderson, III         (Principal Executive Officer)



/s/ Charles E. Peters, Jr.       Senior Vice President and          June 1, 2000
--------------------------       Chief Financial Officer
Charles E. Peters, Jr.           (Principal Financial Officer)



/s/ Carl J. Hawk                 Controller                         June 1, 2000
-----------------------          (Principal Accounting Officer)
Carl J. Hawk



/s/ Jerald A. Blumberg*          Director                           June 1, 2000
-----------------------
Jerald A. Blumberg



/s/ John D. Englar               Director                           June 1, 2000
------------------
John D. Englar



/s/ John G. Medlin, Jr.*         Director                           June 1, 2000
------------------------
John G. Medlin, Jr.



/s/ Nelson Schwab III*           Director                           June 1, 2000
----------------------
Nelson Schwab III



/s/ Abraham B. Stenberg*         Director                           June 1, 2000
------------------------
Abraham B. Stenberg



/s/ Theresa M. Stone*            Director                           June 1, 2000
---------------------
Theresa M. Stone



/s/ W. Barger Tygart*            Director                           June 1, 2000
---------------------
W. Barger Tygart


*by Attorney-in-Fact


<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  Alice  Washington  Grogan,   Esq.,
                                 Associate General Counsel of the Company

                   23.1          Consent of Ernst & Young LLP

                   23.2          Consent  of  Alice  Washington   Grogan,   Esq.
                                 (included in Exhibit 5)

                   24            Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 30812}]
{"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": "333-38660", "film-number": "649992"}, "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"}}
As filed with the Securities and Exchange Commission on June 6, 2000

                                                    Registration No. 333-______

--------------------------------------------------------------------------------

                                              ---------------------------------
                                                        OMB APPROVAL
                                              ---------------------------------
                                                        OMB Number:  3235-0066
                                              Estimated average burden
                                              hours per response . . . . .46
                                              ---------------------------------

                                  UNITED STATES
                       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 Identification No.)
 incorporation or organization)

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

                                 Award Agreement
                           ---------------------------
                            (Full title of the plan)

                          Alice Washington Grogan, Esq.
                Corporate Secretary and Associate General Counsel
                            3330 West Friendly Avenue
                              Greensboro, NC 27410
        -----------------------------------------------------------------
                     (Name and address of agent for service)

                                 (336) 379-2000
    ------------------------------------------------------------------------
          (Telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

 Common Stock,         150,000         $3.4375        $515,625       $136.13
   par value
 $.01 per share

--------------------------------------------------------------------------------
Notes:
(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,  calculated  on the
     basis of the average of the high and low prices of the Common  Stock on the
     New York Stock  Exchange on June 1, 2000.  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)(l) 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,  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 June 1, 2000, 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 October 2, 1999.

           (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 October 2, 1999.

           (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.
        --------------------------------------
                  None.

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  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 or 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  attorney's 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 to 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 attorney's 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 bylaw,  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.

         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 momentary  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)  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  Alice  Washington  Grogan,   Esq.,
                                 Associate General Counsel of the Company

                      23.1       Consent of Ernst & Young LLP

                      23.2       Consent  of  Alice  Washington   Grogan,   Esq.
                                 (included in Exhibit 5)

                      24         Power of Attorney

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.

                  (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.
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 June 1, 2000.

                                         BURLINGTON INDUSTRIES, INC.

                                         By  /s/ George W. Henderson, III
                                             ----------------------------
                                                 George W. Henderson, III
                                                 Chairman of the Board and
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)

         Pursuant  to the  requirements  of the  Securities  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, Chairman of the Board    June 1, 2000
----------------------------     and Chief Executive Officer
George W. Henderson, III         (Principal Executive Officer)

/s/ Charles E. Peters, Jr.       Senior Vice President and          June 1, 2000
--------------------------       Chief Financial Officer
Charles E. Peters, Jr.           (Principal Financial Officer)

/s/ Carl J. Hawk                 Controller                         June 1, 2000
-----------------------          (Principal Accounting Officer)
Carl J. Hawk

/s/ Jerald A. Blumberg*          Director                           June 1, 2000
-----------------------
Jerald A. Blumberg

/s/ John D. Englar               Director                           June 1, 2000
------------------
John D. Englar

/s/ John G. Medlin, Jr.*         Director                           June 1, 2000
------------------------
John G. Medlin, Jr.

/s/ Nelson Schwab III*           Director                           June 1, 2000
----------------------
Nelson Schwab III

/s/ Abraham B. Stenberg*         Director                           June 1, 2000
------------------------
Abraham B. Stenberg

/s/ Theresa M. Stone*            Director                           June 1, 2000
---------------------
Theresa M. Stone

/s/ W. Barger Tygart*            Director                           June 1, 2000
---------------------
W. Barger Tygart

*by Attorney-in-Fact
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  Alice  Washington  Grogan,   Esq.,
                                 Associate General Counsel of the Company

                   23.1          Consent of Ernst & Young LLP

                   23.2          Consent  of  Alice  Washington   Grogan,   Esq.
                                 (included in Exhibit 5)

                   24            Power of Attorney