UNITED STATES
                       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): July 24, 2007

                                BURKE MILLS, INC
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             (Exact name of registrant as specified in its charter)

                                 North Carolina
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         (State or other jurisdiction of incorporation or organization)

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

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

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

                                       N/A
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[___] Written  communications  pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[___] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[___]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-2(b))

[___]  Pre-commencement  communications  pursuant  to Rule  13d-4(c)  under  the
Exchange Act (17 CFR 240.13e-4 (c))





Item 5.02 - Departure of Directors or Certain  Officers;  Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (b) Richard F. Byers,  who has been employed by the Company since 1968, and
has served as Executive  Vice  President  since May 15, 2000,  has announced his
retirement  as an employee of the Company  effective  July 29, 2007. On July 24,
2007,  Mr. Byers  resigned  effective  July 29, 2007 as a member of the board of
directors  of the Company and as an officer of the Company in  conjunction  with
his retirement.

                                    SIGNATURE

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


Date:  July 25, 2007                        BURKE MILLS, INC


                                            By:  /s/Thomas I. Nail
                                            ----------------------------
                                            Thomas I. Nail
                                            President and COO