Mail Stop 3561

							November 17, 2005


Thomas I. Nail
Chief Operating Officer
Burke Mills, Inc.
191 Sterling Street, NW
Valdese, NC  28690

	RE:	Burke Mills, Inc.
		Item 4.01 Form 8-K filed November 14, 2005 as amended
November 17, 2005
		File No. 0-5680

Dear Mr. Nail:

          We have reviewed your filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with more information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.
1. We note that neither the initial filing on November 14, 2005
nor
the amendment filed on November 17, 2005 included a letter from
BDO
Seidman stating whether or not they agreed with the disclosures in
the filing.  Please either file the letter in the time frame
provided
in the rules or advise us of the status of the letter.  See Item
304(a)(3) of Regulation S-K.
2. Please tell us if you plan to file a new Form 8-K when you, in
fact, engage your new auditors.  Your existing disclosure states
that
it is expected to be on or about December 1, 2005; however, it
appears that you have already engaged them.  Please consider
revising
the document to delete the phrase "will be" in the first sentence
of
the next to last paragraph, and state you have completed the
process
of hiring new auditors, if true.  Alternatively, it would appear
you
will need to file a new Form 8-K when you have completed the
engagement process.

Thomas I. Nail
Burke Mills, Inc.
November 17, 2005
Page 2

3. The sixth paragraph of your disclosure is very difficult to
read.
Please consider revising to simply state that that there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-
K,
except as discussed above, if true.  The first sentence of this
paragraph should also be revised to clarify that the subsequent
interim you refer to extends through November 14, 2005.  If you
believe it is appropriate to recite the provisions of the rule,
then
please review the disclosure to remove the typographical errors
and
put it in a form that is easier to read.


      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

            As appropriate, please amend your filings and respond
to
these comments within five business days or tell us when you will
respond.  Please file your response to these comments as an EDGAR
correspondence file.

	If you have any questions, please call Robert Burnett at
(202)
551-3330, or in his absence, you may call me at (202) 551-3841.

							Sincerely,



							Michael Moran
						            Branch Chief


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