BURKE MILLS INC
10-Q/A, 1999-12-23
TEXTILE MILL PRODUCTS
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                                  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 JULY 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 July 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
twenty-six  weeks, the Company had purchases from Fytek of $832,000  compared to
$831,000  in 1998.  The  Company has a  receivable  with Fytek of  $123,000  for
equipment  sold and leased to Fytek of which  $58,000 will be paid in July.  The
Company owes Fytek $77,000 for the purchase of twisted yarns.

Financial information for Fytek is as follows:

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

                                    2nd Quarter              Six Months
                                    -----------              ----------
                                  1999        1998          1999     1998
                                  ----        ----          ----     ----

Net Sales                        $2,076      $1,739        $3,572   $3,807

Gross Profit                        286         234           416      465

Income from continuing
   operations                       253         223           339      456

Income before taxes                 253         223           339      456

Provision for income tax             58          16           167      140
                                  -------      ------      -------   -------
 Net Income                      $  195      $  208        $  172    $  316
                                  =======     =======      =======    =======

<PAGE>

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


                                                June 30,
                                                 1999        December 31,
                                              (Unaudited)       1998
                                              -----------    -----------

     ASSETS
Current assets                                  $3,791         $3,217
Non-current assets                                  78             55
                                               ---------      ----------
  Total Assets                                  $3,869          $3,272
                                               ==========     ==========


    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities                             $2,858          $2,461
Non-current liabilities                              0               0
                                               ----------      ----------
  Total Liabilities                             $2,858          $2,461

Shareholders equity                             $1,011          $  811
                                               ---------       ---------

Total Liabilities & Shareholders' Equity        $3,869          $3,272
                                                ========        ========


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