As filed with the Securities and Exchange Commission on March 28, 2001

                                                     Registration No. 333-______

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

                                              ---------------------------------
                                                       OMB APPROVAL
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                                                       OMB Number:  3235-0066
                                              Estimated average burden
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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)

                                 John D. Englar
                           Burlington Industries, Inc.
              Senior Vice President, Corporate Development and Law
                            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,         9,950          $2.45        $24,378       $6.10
   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 March 23, 2001.  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. 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 March 23, 2001, 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)  TheCompany's  Annual  Report  on Form 10-K for the  fiscal  year
                ended  September 30, 2000 and Quarterly  Report on Form 10-Q for
                the quarterly period ended December 30, 2000.

           (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 Russell M. Robinson III, Esq., Assistant
                           General Counsel of the Company

                  23.1     Consent of Ernst & Young LLP

                  23.2     Consent of Russell M. Robinson III, 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 March 6,
2001.

                                      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    March 6, 2001
----------------------------   and Chief Executive Officer
George W. Henderson, III       (Principal Executive Officer)



/s/ Charles E. Peters, Jr.     Senior Vice President and          March 6, 2001
--------------------------     Chief Financial Officer
Charles E. Peters, Jr.         (Principal Financial Officer)


/s/ Carl J. Hawk               Controller                         March 6, 2001
-----------------------        (Principal Accounting Officer)
Carl J. Hawk


/s/ Jerald A. Blumberg*        Director                           March 6, 2001
-----------------------
Jerald A. Blumberg


/s/ John D. Englar             Director                           March 6, 2001
------------------
John D. Englar


/s/ Douglas J. McGregor        Director                           March 6, 2001
-----------------------
Douglas J. McGregor


/s/ John G. Medlin, Jr.*       Director                           March 6, 2001
------------------------
John G. Medlin, Jr.


/s/ Nelson Schwab III*         Director                           March 6, 2001
----------------------
Nelson Schwab III


/s/ Theresa M. Stone*          Director                           March 6, 2001
---------------------
Theresa M. Stone


/s/ W. Barger Tygart*          Director                           March 6, 2001
---------------------
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 Russell M. Robinson III, Esq., Assistant
               General Counsel of the Company

      23.1     Consent of Ernst & Young LLP

      23.2     Consent of Russell M. Robinson III, Esq. (included in Exhibit 5)

      24       Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 32463}]
{"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": "333-57756", "film-number": "1581908"}, "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 March 28, 2001

                                                     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)

                                 John D. Englar
                           Burlington Industries, Inc.
              Senior Vice President, Corporate Development and Law
                            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,         9,950          $2.45        $24,378       $6.10
   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 March 23, 2001.  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. 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 March 23, 2001, 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)  TheCompany's  Annual  Report  on Form 10-K for the  fiscal  year
                ended  September 30, 2000 and Quarterly  Report on Form 10-Q for
                the quarterly period ended December 30, 2000.

           (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 Russell M. Robinson III, Esq., Assistant
                           General Counsel of the Company

                  23.1     Consent of Ernst & Young LLP

                  23.2     Consent of Russell M. Robinson III, 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 March 6,
2001.

                                      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    March 6, 2001
----------------------------   and Chief Executive Officer
George W. Henderson, III       (Principal Executive Officer)

/s/ Charles E. Peters, Jr.     Senior Vice President and          March 6, 2001
--------------------------     Chief Financial Officer
Charles E. Peters, Jr.         (Principal Financial Officer)

/s/ Carl J. Hawk               Controller                         March 6, 2001
-----------------------        (Principal Accounting Officer)
Carl J. Hawk

/s/ Jerald A. Blumberg*        Director                           March 6, 2001
-----------------------
Jerald A. Blumberg

/s/ John D. Englar             Director                           March 6, 2001
------------------
John D. Englar

/s/ Douglas J. McGregor        Director                           March 6, 2001
-----------------------
Douglas J. McGregor

/s/ John G. Medlin, Jr.*       Director                           March 6, 2001
------------------------
John G. Medlin, Jr.

/s/ Nelson Schwab III*         Director                           March 6, 2001
----------------------
Nelson Schwab III

/s/ Theresa M. Stone*          Director                           March 6, 2001
---------------------
Theresa M. Stone

/s/ W. Barger Tygart*          Director                           March 6, 2001
---------------------
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 Russell M. Robinson III, Esq., Assistant
               General Counsel of the Company

      23.1     Consent of Ernst & Young LLP

      23.2     Consent of Russell M. Robinson III, Esq. (included in Exhibit 5)

      24       Power of Attorney