BURKE MILLS INC
10-Q/A, 1999-12-23
TEXTILE MILL PRODUCTS
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Burke Mills, Inc.
191 Sterling Street, N.W.
Valdese, North Carolina 28690

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

Pursuant to the SEC letter dated November 30, 1999, RE: Burke Mills,  Inc., File
No. 0-5680,  and further to the  requirements of the Securities  Exchange Act of
1934, we are  transmitting  herewith an amendment to Form 10-Q for period ending
4/3/99.

Sincerely,

Burke Mills, Inc.
/s Thomas I. Nail
Thomas I. Nail, Vice President, Finance




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

             X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE QUARTERLY PERIOD ENDED APRIL 3, 1999

             [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                         For the transition period from
                     _________________ to _________________

                           Commission File No. 0-5680

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

                (I.R.S. Employer Identification No.) 56-0506342

         State or other jurisdiction of incorporation or organization:
                                 North Carolina

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

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



<PAGE>
The undersigned  registrant hereby amends Part I, Item 1 - Financial Statements,
of its Quarterly  Report on Form 10-Q for the quarter ended April 3, 1999 as set
forth below, amending Note 13 of Notes to Condensed Financial Statements.


                                   SIGNATURES
                                   ----------


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                               BURKE MILLS, INC.
                                  (Registrant)


       December 23, 1999                          By: Charles P. McCamy  /s
Date: ______________________                      ________________________
                                                  Charles P. McCamy
                                                  (President)



       December 23, 1999                          By:  Thomas I. Nail   /s
Date: ______________________                      _________________________
                                                  Thomas I. Nail
                                                  (Vice President Finance)
                                                  (Principal Accounting Officer)
                                                  (Principal Financial Officer)



<PAGE>

NOTE 13 - INVESTMENT IN AFFILIATE AND RELATED PARTY TRANSACTIONS
- ----------------------------------------------------------------

The company owns 49.8% of Fytek, S.A. de C.V. (Fytek), a Mexican corporation.
The company accounts for the ownership using the equity method. During the first
quarter, the Company had purchases from Fytek of $342,000 compared to $404,000
in 1998.

At April 3, 1999, Fytek owed the Company $130,000 for leased equipment which
was paid for in April 1999.

Financial information for Fytek is as follows:

                              STATEMENT OF INCOME
                         (In thousands of U.S. dollars)
                                  (Unaudited)

                                                 1st Quarter
                                                 -----------
                                               1999       1998
                                               ----       ----

Net Sales                                     $1,496     $2,068

Gross Profit                                     130        231

Income from continuing
   operations                                     86        233

Income before taxes                               86        233

Provision for income tax                         109        124
                                             -------     -------
 Net Income  (Loss)                          $  (23)      $ 108
                                             =======     =======

<PAGE>

                                 BALANCE SHEETS
                         (In thousands of U.S. dollars)


                                                March 31,
                                                 1999        December 31,
                                              (Unaudited)       1998
                                              -----------    -----------

     ASSETS
Current assets                                  $3,561         $3,217
Non-current assets                                  71             55
                                               ---------      ----------
  Total Assets                                  $3,632         $3,272
                                               ==========     ==========


    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities                             $2,939         $2,461
Non-current liabilities                              0              0
                                               ----------      ----------
  Total Liabilities                             $2,939         $2,461

Shareholders equity                             $  693         $  811
                                               ---------       ---------

Total Liabilities & Shareholders' Equity        $3,632         $3,272
                                                ========        ========


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