SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): May 15, 2000



                                BURKE MILLS, INC.

             (Exact name of registrant as specified in its charter)





          State or other jurisdiction of incorporation: North Carolina


Commission File No.:0-5680         I.R.S. Employer Identification No.:56-0506342


Address of principal executive offices 191 Sterling Street, N.W.
Valdese, North Carolina 28690


Registrant's telephone number, including area code:                 828 874-6341




ITEM 5 OTHER EVENTS.
- --------------------

         On May 15, 2000 Charles P. McCamy  resigned as President  and Chief
Operating  Officer of Burke Mills,  Inc. (the Company) and as a member of the
Board of Directors of the Company.  The Board of  Directors  appointed
Thomas I. Nail,  who had been serving as Vice President of Finance and Chief
Financial  Officer,  as the new President and Chief  Operating  Officer of the
Company on May 15,  2000.  Mr.  Nail was also  elected to the Board of Directors
of the  Company  to fill the  vacancy  created  by Mr.  McCamy's resignation.

         On May 15, 2000, Jack M. Briggs resigned as Vice President of
Manufacturing,  and the board appointed of Richard F. Byers as Executive Vice
President.  Mr. Byers had previously held the title of Vice President of
Marketing.


                                                      SIGNATURES

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



Date:  May 23, 2000                                   BURKE MILLS, INC.


                                                      By: s/Thomas I. Nail
                                                      ___________________
                                                      Thomas I. Nail
                                                      President and CEO