                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                  FOR THE QUARTERLY PERIOD ENDED June 30, 2007

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

                           FOR THE TRANSITION FROM TO

                          Commission File Number 0-5680

                                BURKE MILLS, INC.
             (Exact name of registrant as specified in its charter)
                    IRS EMPLOYER IDENTIFICATION (56-0506342)
                                 NORTH CAROLINA
         (State or other jurisdiction of incorporation or organization]

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

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

                                   No Changes

             (Former name, former address and former fiscal year, if
                           changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
Yes_X_ No___

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer.  See definition of accelerated
filer and large  accelerated  filer in Rule 12b-2 of the  Exchange  Act.  (check
one):

Large accelerated filer        Accelerated filer      Non-accelerated  X
                       -----                    -----                -----

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12-b-2 of the Exchange Act). Yes    No X
                                     ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date. As of August 2, 2007 there were
2,741,168 outstanding shares of the issuer's only class of common stock.




Page 1


<PAGE>



                                TABLE OF CONTENTS

                                                             Page Number
                                                             -----------

PART  I   --  FINANCIAL INFORMATION

   Item 1  -  Financial Statements

                Condensed Balance Sheets                           3
                    June 30, 2007 (Unaudited) and
                    December 30, 2006

                Condensed Statements of Operations and             4
                    Retained Earnings(Deficit)
                    Thirteen Weeks and Twenty-Six Weeks
                      Ended June 30, 2007 and July 1, 2006

                Statements of Cash Flows                           5
                    Twenty-Six Weeks Ended June 30, 2007
                      and July 1, 2006

                Notes to Condensed Financial Statements            6
---------------------------------------------------------

   Item 2  -   Management's Discussion and Analysis of
               Financial Condition and Results of Operations       10
---------------------------------------------------------

   Item 3  -   Quantitative and Qualitative Disclosures About
               Market Risk                                         15
---------------------------------------------------------

   Item 4  -   Controls and Procedures                             15

---------------------------------------------------------

Part II  --   OTHER INFORMATION

   Item 1  -  Legal Proceedings                                    17

   Item 1A -  Risk Factors                                         17

   Item 2  -  Unregistered Sales of Equity Securities and
                Use of Proceeds                                    17

   Item 3  -  Defaults Upon Senior Securities                      17

   Item 4  -  Submission of Matters to a Vote of Security
              Holders                                              17

   Item 5  -  Other Information                                    17

   Item 6  -  Exhibits                                             17
---------------------------------------------------------

SIGNATURES                                                         17

EXHIBIT INDEX                                                      18

EXHIBITS/CERTIFICATIONS                                            19-21



Page 2




<PAGE>




                   BURKE MILLS, INC. CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                 June 30
                                                   2007         December 30
                                                (Unaudited)        2006
                                                -----------     ----------
             ASSETS
<S>                                             <C>             <C>
Current Assets
  Cash and cash equivalents                     $   297,017     $    55,816
  Accounts receivable                             2,568,672       2,727,461
  Inventories                                     1,652,787       1,543,272
  Prepaid expenses and other current assets          90,061          30,371
                                                -----------     -----------
Total Current Assets                              4,608,537       4,356,920
                                                -----------     -----------

Property, plant & equipment - at cost            28,115,310      28,041,676
  Less: accumulated depreciation                 25,506,666      24,741,391
                                                -----------     -----------
       Property, plant and equipment- net         2,608,644       3,300,285
                                                -----------     -----------
Other Assets                                         16,575          16,575
                                                -----------     -----------
Total Assets                                    $ 7,233,756     $ 7,673,780
                                                ===========     ===========


             LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                              $ 1,337,933     $ 1,218,199
  Line of Credit                                  1,187,463         258,274
  Accrued salaries and wages                        125,233          67,317
  Other liabilities and accrued expenses            153,909         132,778
                                                -----------     -----------
Total Liabilities                               $ 2,804,538     $ 1,676,568
                                                -----------     -----------
Commitments and contingencies

Shareholders' Equity
  Common stock, no par value
     (stated value, $.66)
     Authorized - 5,000,000 shares
     Issued and outstanding -
         2,741,168 shares                         1,809,171       1,809,171
  Paid-in capital                                 3,111,349       3,111,349
  Retained earnings/(Deficit)                     (491,302)       1,076,692
                                                -----------     -----------
         Total Shareholders' Equity               4,429,218       5,997,212
                                                -----------     -----------
 Total Liabilities & Shareholders' Equity       $ 7,233,756     $ 7,673,780
                                                ===========     ===========
</TABLE>

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.




Page 3




<PAGE>


        BURKE MILLS, INC.CONDENSED STATEMENTS OF OPERATIONS AND RETAINED
                          EARNINGS(DEFICIT)(Unaudited)
<TABLE>
<CAPTION>
                            Thirteen Weeks Ended      Twenty-six Weeks Ended
                            -----------------------   -----------------------
                             June 30,      July 1,      June 30,      July 1,
                               2007         2006          2007          2006
                             -------      -------       -------       -------
<S>                       <C>          <C>           <C>            <C>
Net Sales                 $5,138,546   $6,186,983    $10,403,406    $12,555,729
                          -----------  -----------   ------------   ------------

Cost of Sales              5,335,561    6,040,724     10,796,225     12,361,262
                          -----------  -----------   ------------   ------------
Gross (loss)/profit         (197,015)     146,259      (392,819)        194,467

Selling, general and
 administrative expenses     633,023      532,509      1,151,059       1,050,692
Loss on disposal of
 property assets                 -0-          -0-            -0-          5,868
                          -----------  -----------   ------------   ------------

Operating loss              (830,038)    (386,250)   (1,543,878)      (862,093)
                          -----------  -----------   ------------   ------------
Other Income
  Interest Income              2,672        1,632          3,367          3,224
  Other, net                     894           57            959            602
                          -----------  -----------    -----------   ------------
    Total other income         3,566        1,689          4,326          3,826
                          -----------  -----------    -----------   ------------
Other Expenses
  Interest Expense            21,081        2,554         28,442          3,696
                          -----------  -----------    -----------   ------------
  Total other expense         21,081        2,554         28,442          3,696
                          -----------  -----------    -----------   ------------

Net loss                    (847,553)    (387,115)    (1,567,994)      (861,963)

Retained earnings at
   beginning of period    $  356,251   $2,478,647    $ 1,076,692    $ 2,953,495
                          -----------  -----------   ------------   ------------
Retained earnings/(Deficit)
  at end of period        $ (491,302)  $2,091,532    $  (491,302)   $ 2,091,532
                          ==========   ===========   ===========    ============

Basic and Diluted
net loss per share        $    (0.31)  $    (0.14)   $     (0.57)    $    (0.31)
                          ===========  ===========   ============   ============
Weighted average common
  shares outstanding       2,741,168    2,741,168       2,741,168     2,741,168
                          ===========  ===========   =============  ============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.




Page 4




<PAGE>


                                BURKE MILLS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      Twenty-six Weeks Ended
                                                     -----------------------
                                                   June 30            July 1
                                                     2007              2006
                                                  ----------        ----------
<S>                                             <C>                <C>
Cash flows from operating activities
  Net loss                                      $(1,567,994)       $ (861,963)

  Adjustments to reconcile net loss to net cash
  (used in) by operating activities:
        Depreciation                                765,275            807,271
        Allowance for bad debts                     170,000              6,747
        Allowance for mark-down inventory            81,000            (5,669)
        Loss on disposal of property assets         -                    5,868
        Changes in assets and liabilities:
          Accounts receivable                      (11,211)          (677,191)
          Inventories                              190,515)          (479,010)
          Prepaid expenses & other
             current assets                        (59,690)           (51,727)
        Accounts payable                            119,734            677,899
        Accrued salaries & wages                     57,916             84,821
        Other liabilities and accrued expenses       21,131             75,799
                                                  ----------        -----------
        Total Adjustments                           953,640            444,808
                                                  ----------        -----------

Net cash (used in) operating activities            (614,354)         (417,155)
                                                  ----------        -----------
Cash flows used in investing activities:
   Acquisition of property, plant and
     equipment                                      (73,634)          (60,308)
                                                  ----------        -----------
Net cash used in investing activities               (73,634)          (60,308)
                                                  ----------        -----------

Cash flows from financing activities:
  Net advances on line of credit                    929,189            290,048
                                                  ----------        -----------
Net cash provided by financing activities           929,189            290,048
                                                  ----------        -----------
Net increase (decrease) in cash and
  cash equivalents                                  241,201          (187,415)

Cash and cash equivalents at beginning of year       55,816            425,812
                                                  ----------        -----------

CASH AND EQUIVALENTS AT END OF PERIOD             $ 297,017         $  238,397
                                                  ==========        ===========
</TABLE>
The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.




Page 5




<PAGE>


   BURKE MILLS, INC.Item 1. NOTES TO CONDENSED FINANCIALSTATEMENTS (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
-------------------------------The  accompanying  unaudited  condensed financial
statements of Burke Mills, Inc. (the "Company") have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information  and with the  instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly,  they do not include all information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,  all necessary adjustments (consisting of normal recurring accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the twenty-six  week period ended June 30, 2007 are not  necessarily
indicative of the results that may be expected for the year ending  December 29,
2007. For further  information,  refer to the financial statements and footnotes
thereto  included in the Company's annual report on Form 10-K for the year ended
December 30, 2006.

NOTE 2 - CASH AND CASH EQUIVALENTS
----------------------------------For  the  purposes of the  statements  of cash
flows, the Company considers cash on hand,  deposits in banks,  interest bearing
demand matured funds,  and all highly liquid debt instruments with a maturity of
three months or less when  purchased as cash and cash  equivalents.  FASB No. 95
requires that the following  supplemental  disclosures to the statements of cash
flows be  provided  in  related  disclosures.  Cash  paid for  interest  for the
twenty-six weeks ended June 30, 2007 and July 1, 2006 was approximately  $28,400
and $3,700  respectively.  The Company  had no cash  payments  for income  taxes
during the twenty-six weeks ended June 30, 2007 and July 1, 2006.

NOTE 3 - OPERATIONS OF THE COMPANY
----------------------------------
The Company has experienced  substantial  operating losses over the last several
years,  has a retained  earnings  deficit as of the end of the second quarter of
this year,  and has been required to use a  substantial  amount of existing cash
resources to fund its  operations.  The Company has taken  significant  steps to
reduce its operating expenses. Reductions and retirement in management and staff
personnel,  layoffs  of line  workers,  and other  salary  reductions  have been
effected which management  expects will save the Company  approximately  $84,000
each month. The balance of the Company's line of credit has been paid down since
June 30, 2007 from approximately  $1,187,000 to just under $762,000 on August 8,
2007. Management of the Company believes that existing cash and cash equivalents
will be sufficient to fund operations of the Company for at least 12 months from
the date of this report.

Management  continues to work to increase sales with new customer  relationships
and  expanded  relationships  with  existing  customers  and  to  continue  cost
reductions.

The Company is engaged in dyeing, texturing,  winding, processing and selling of
polyester,  novelty,  cotton, nylon, rayon and spun yarns, and in the dyeing and
processing of these yarns for others on a commission basis.

The  Company's  fiscal year is the 52 or 53 week period  ending on the  Saturday
nearest to December 31. Its fiscal quarters also end on the Saturday  nearest to
the end of the calendar quarter. Revenue Recognition.  Sales terms are FOB Burke
Mills, Inc. Revenues are recognized at the time of shipment.

Cost of Sales. All manufacturing,  quality control, inbound freight,  receiving,
inspection,  purchasing,  planning,  warehousing of raw, in process and finished
inventory, outbound freight and internal transfer costs are included in the cost
of sales.




Page 6




<PAGE>


  BURKE MILLS, INC.Item 1. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 3 - OPERATIONS OF THE COMPANY (continued)
--------------------------------------Selling,general  and administrative. These
expenses include costs related to the selling process,  accounting,  information
services, and corporate offices.

NOTE 4 - USE OF ESTIMATES
-------------------------The  preparation of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management  to make  estimates  and  assumptions  that affect  certain
reported amounts and disclosures.  Accordingly, actual results could differ from
those estimates.  Significant estimates are the liability for self-funded health
claims, inventory markdowns, and the provision for bad debts.

NOTE 5 - ACCOUNTS RECEIVABLE
-----------------------------
Accounts receivable are comprised of the following:
<TABLE>
<CAPTION>
                                           June 30             December 30
                                             2007                 2006
                                         -----------           -----------
<S>                                      <C>                   <C>
     Accounts receivable                 $2,769,000            $2,757,000
     Allowance for doubtful accounts      (200,000)              (30,000)
                                         -----------           -----------
Total
                                         $2,569,000            $2,727,000
                                         ===========           ===========

NOTE 6 - INVENTORIES
--------------------Inventories are summarized as follows:
                                           June 30               December 30
                                             2007                   2006
                                         -----------           -----------
     Finished & in process              $  722,000             $  703,000
     Raw materials                         724,000                541,000

     Dyes & chemicals                      202,000                208,000
     Other                                  95,000                100,000

     Mark-down allowance                   (90,000)               (9,000)
                                         -----------           -----------
     Total                               $1,653,000            $1,543,000
                                         ===========           ===========
</TABLE>

NOTE 7 - LINE OF CREDIT
------------------------The  Company  has entered  into an  Accounts  Receivable
Inventory  Financing  Agreement (the "Financing  Agreement") with the CIT Group/
Commercial Services,  Inc. ("CIT"). In addition,  the Company signed a Letter of
Credit  Agreement  (the  "LOC  Agreement")  with  CIT.  Under  the  terms of the
Financing Agreement,  CIT may, at its sole discretion,  advance up to $5,000,000
to the Company as follows:  (a)  revolving  credit  advances in amounts up to 85
percent of the net amount of eligible accounts receivable;  (b) revolving credit
advances  in  amounts  up to 60  percent  of the  value of  eligible  inventory.
Advances against eligible inventory will not exceed the lesser of $2,000,000 and
the advances made by CIT against accounts receivable.

With regard to the LOC Agreement, the Financing Agreement provides that CIT will
assist the  Company in opening  letters of credit or  guarantee  the payment and
performance  of such  letters  of  credit up to an  aggregate  face  amount  not
exceeding $500,000 at any one time outstanding.




Page 7




<PAGE>


  BURKE MILLS, INC.Item 1. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
The Company has granted to CIT a security  interest in its accounts  receivable;
monies, securities and other property held in transit to CIT; present and future
deposits held by CIT; all rights of the Company in future  accounts  receivable;
the Company's  inventory;  the Company's equipment (defined to be all machinery,
equipment,   rolling  stock,   furnishings   and  fixtures  and  all  additions,
substitutions or replacements thereof); all proceeds and products of any defined
collateral;  and other customary  definitions of collateral  related to accounts
receivable, inventory and equipment.

The Company is  obligated  to pay interest to CIT on the average of net balances
owed  monthly at one percent  above the prime rate  announced by JP Morgan Chase
Bank in New York, NY. Interest is calculated on a 360 day year. In addition, the
Company paid CIT an initial  facility fee of $25,000 and will pay CIT $1,000 per
month as a "collateral management fee."

The Company had debt under its line of credit at June 30, 2007 of $1,187,000 and
the unused line of credit was approximately $1,727,000.

NOTE 8 - INCOME TAXES
---------------------The  Company uses the liability  method as required by FASB
Statement 109  "Accounting  for Income Taxes".  Under this method,  deferred tax
assets and liabilities are determined based on the differences between financial
reporting  and tax bases of assets and  liabilities  and are measured  using the
enacted tax rates and laws.

The items that comprise deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
                                            June 30            December 30
                                              2007                 2006
                                           ---------            ---------
<S>                                       <C>                  <C>
Deferred tax assets:
Alternative minimum taxes paid            $  349,000           $  349,000
Net operating loss carryover               2,036,000            1,701,000
Charitable contributions carryover             1,000                1,000
State tax credits                             41,000               41,000
Bad debts                                     77,000               12,000
Inventory                                     36,000                5,000
                                          ----------           ----------
Total gross deferred tax assets            2,540,000            2,109,000
Valuation Allowance                       (2,387,000)         (1,751,000)
                                          ----------           ----------
Net deferred tax assets                   $  153,000           $  358,000
                                          ----------           ----------
Deferred tax liabilities:
 Accelerated depreciation for tax purposes   153,000              358,000
                                          ----------           ----------
Net deferred tax liability                $      -0-           $      -0-
                                          ==========           ==========
</TABLE>

The net  operating  loss  carryforward  from  the  prior  year is  approximately
$4,196,000 which expires in various amounts starting 2022-2025.

NOTE 9 - EMPLOYEE BENEFIT PLAN
------------------------------
The Company is a participating  employer in the Burke Mills,  Inc.,  Savings and
Retirement  Plan and Trust that has been  qualified  under Section 401(k) of the
Internal  Revenue  Code.  This plan allows  eligible  employees to  contribute a
salary  reduction  amount  of not  less  than  1% nor  greater  than  25% of the
employee's  salary but not to exceed  dollar limits set by law. The employer may
make a discretionary  contribution  for each employee out of current net profits
or accumulated  net profits in an amount the employer may from time to time deem
advisable.  No  provision  was made  for a  discretionary  contribution  for the
periods ended June 30, 2007 and July 1, 2006.




Page 8




<PAGE>


  BURKE MILLS, INC.Item 1. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
NOTE 10 - CONCENTRATIONS OF CREDIT RISK
---------------------------------------
Financial  instruments that potentially  subject the Company to concentration of
credit risk consist  principally of occasional  temporary cash  investments  and
accounts receivable.

At the end of the quarter, two customers represented  approximately 25% of total
accounts receivable.  Two customers also represented  approximately 25% of total
accounts receivable at the year ended December 30, 2006.

NOTE 11 - COMMITMENTS
---------------------
During  1996 in  connection  with a bank  loan to the  Company  secured  by real
estate, the Company had a Phase I Environmental Site Assessment conducted on its
property.  The  assessment  indicated  the  presence  of a  contaminant  in  the
groundwater under the Company's property.  The contaminant was a solvent used by
the Company in the past but is no longer used. The contamination was reported to
the North Carolina  Department of Environment and Natural Resources (DENR). DENR
required a Comprehensive Site Assessment that has been completed.  The Company's
outside engineering firm conducted testing and prepared a Corrective Action Plan
that was submitted to DENR.  The Company has identified  remediation  issues and
continues  to move  toward  a  solution  of  natural  attenuation.  The  cost of
monitoring is approximately $11,000 per year.

SELF-INSURANCE  - The Company  provides health benefits to its employees under a
self-insured health plan. Claims are paid by the Company up to an individual and
an aggregated limit of $55,000 and approximately $959,000  respectively.  Claims
in excess of these  limits are  covered  by a  third-party  insurance  contract.
Expenses is recorded on a monthly basis for actual claims experience.

NOTE 12 -     INVESTMENT IN AFFILIATE AND RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------
The Company and its joint venture partner, Akra, voted on March 26, 2004 to
close their joint venture, Fytek. The joint venture operated on a scaled down
basis through mid-August 2004. In 2005 and 2006, the Company and its joint
venture partner continued liquidation of Fytek. The Company received
approximately $325,000 of cash distributions through year end 2005. In the
fourth quarter of 2006, the Company sold its shares in Fytek to Akra for
$15,000. Akra will maintain the financial records of Fytek for five years, as
required by Mexican tax laws.

The Company paid its Chairman and Chief Executive Officer, who is also the
Company's majority shareholder, a base salary of $105,000 for the six months
ended June 30, 2007 and July 1, 2006. The Company also reimbursed this officer
for a portion of his office and travel expense. These payments totaled
approximately $37,000 and $28,000, for the six months ended June 30, 2007 and
July 1, 2006 respectively.

NOTE 13 - ACCOUNTING FOR POSSIBLE IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------------------------------------------Long-lived
assets  are  evaluated  for  impairment  when  events  or  changes  in  business
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable.  An impairment loss would be recognized when estimated undiscounted
future  cash  flows  expected  to result  from the use of these  assets  and its
eventual disposition are less than its carrying amount.  Impairment,  if any, is
assessed using discounted cash flows.

NOTE 14 - EARNINGS PER SHARE
----------------------------Earnings  per  share  are  based  on the net  income
divided by the weighted average number of common shares  outstanding  during the
twenty-six week periods ended June 30, 2007, and July 1, 2006.




Page 9




<PAGE>


  BURKE MILLS, INC.Item 1. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
NOTE 15 - NEW ACCOUNTING PRONOUNCEMENTS
---------------------------------------In    June   2006,    the   FASB   issued
Interpretation  No.48,  "Accounting  for  Uncertainty  in Income Taxes' (FIN 48)
which clarifies the accounting for uncertainty in incomes taxes recognized in an
enterprise's  financial  statements in accordance with SFAS No. 109, "Accounting
for Income Taxes." This  interpretation  prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or  expected  to be taken  in a tax  return.  FIN 48 also
provides  guidance on  derecognition,  classification,  interest and  penalties,
accounting  in  interim  periods,   disclosure  and  transition.  Any  resulting
cumulative  effect of applying the  provisions  of FIN 48 upon  adoption will be
reported  as an  adjustment  to  beginning  retained  earnings  in the period of
adoption.  The  Interpretation  is effective  for fiscal years  beginning  after
December  15,  2006.  The  Company  is  currently  evaluating  the impact of the
adoption of FIN 48.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements.  The Statement applies under other accounting pronouncements
that require or permit fair value measurements and does not require any new fair
value measurements.  The Statement is effective for financial  statements issued
for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157
is not  expected  to  have a  material  impact  on  the  Company's  consolidated
financial position or results of operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities",  (SFAS  No.  159)  which  gives
companies the option to measure eligible financial assets, financial liabilities
and firm  commitments  at fair  value  (i.e.,  the  fair  value  option),  on an
instrument-by-instrument basis, that are otherwise not permitted to be accounted
for at fair value under other accounting standards. The election to use the fair
value option is available when an entity first  recognizes a financial  asset or
financial liability or upon entering into a firm commitment.  Subsequent changes
in fair value must be  recorded  in  earnings.  SFAS No.  159 is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007.
The Company is in the process of  evaluation  the  impacts,  if any, of adopting
this pronouncement.



                                BURKE MILLS, INC.
       Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY
-----------------
The Company has experienced  substantial  operating losses over the last several
years,  has a retained  earnings  deficit as of the end of the second quarter of
this year,  and has been required to use a  substantial  amount of existing cash
resources to fund its  operations.  The Company has taken  significant  steps to
reduce its operating expenses. Reductions and retirement in management and staff
personnel,  layoffs  of line  workers,  and other  salary  reductions  have been
effected which management  expects will save the Company  approximately  $84,000
each month. The balance of the Company's line of credit has been paid down since
June 30, 2007 from approximately  $1,187,000 to just under $762,000 on August 8,
2007. Management of the Company believes that existing cash and cash equivalents
will be sufficient to fund operations of the Company for at least 12 months from
the date of this report.

Management  continues to work to increase sales with new customer  relationships
and  expanded  relationships  with  existing  customers  and  to  continue  cost
reductions.




Page 10




<PAGE>


                                BURKE MILLS, INC.
       Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


The Company lost a major  customer on July 2, 2007,  when Quaker  Fabrics,  Inc.
announced they had suspended  operations and would probably liquidate.  Sales to
Quaker were  $1,776,000  in 2006 and  $656,000 for the first six months of 2007.
The allowance for bad debts has been increased in the second quarter by $170,000
to cover the potential loss of the Quaker  receivable.  It is not known if there
will be any cash available to pay unsecured creditors after the liquidation.

There continues to be an overcapacity  for dyed yarns,  causing very competitive
pricing.

Duke Energy, the Company's electricity provider, has announced a 12% increase in
rates  beginning July 1, 2007. The Town of Valdese has increased  water rates by
5% beginning July 1, 2007.

Results of Operations - 2007 Compared to 2006
---------------------------------------------
The following  discussion should be read in conjunction with the information set
forth under the Financial Statements and Notes thereto included elsewhere in the
10-Q.

The following  table sets forth operating data of the Company as a percentage of
net sales for the periods indicated below:
<TABLE>
<CAPTION>
                                    Thirteen Weeks           Twenty-six Weeks
                                        Ended                      Ended
                                  --------------------     -------------------
                                   June 30,    July 1,      June 30,   July 1,
                                    2007        2006         2007       2006
                                   -----        -----        -----      -----
<S>                                <C>         <C>          <C>        <C>
Net Sales                          100.0%      100.0%        100.0%     100.0%
Cost of Sales                      103.8        97.6         103.8       98.5
                                   ------      ------       ------     ------
Gross Profit (Loss)                 (3.8)        2.4          (3.8)       1.5
  Selling, General, and
    Administrative Costs            12.3         8.6          11.1        8.4
                                   ------      ------       ------     ------
  Operating Loss                   (16.1)       (6.2)        (14.9)      (6.9)
  Net Other                         (0.4)        0.1          (0.2)       0.0
                                   ------      ------       ------     ------
Net Loss                           (16.5)%      (6.3)%      (15.1)%     (6.9)%
                                   ======      ======       ======     ======
</TABLE>


                       THIRTEEN WEEKS ENDED June 30, 2007
                  COMPARED TO THIRTEEN WEEKS ENDED July 1, 2006

Net Sales
---------
Net sales for the second  quarter  decreased  by 17% to  $5,139,000  compared to
$6,187,000  for the  second  quarter  of 2006.  The loss of Quaker  will have an
adverse affect on sales in the second half of the year.

Cost of Sales and Gross Margin
------------------------------
Since the Company began diversifying into other fibers, its non-polyester volume
has  increased.  These  fibers  have a longer  dyeing and drying  cycle time and
require winding after dyeing.




Page 11




<PAGE>


 BURKE MILLS, INC. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                                   CONDITION
                            AND RESULTS OF OPERATIONS

                       THIRTEEN WEEKS ENDED June 30, 2007
                  COMPARED TO THIRTEEN WEEKS ENDED July 1, 2006


Cost of Sales and Gross Margin (continued)
------------------------------
Small lot orders have increased, while orders for larger lots have declined. The
Company's  small dye machines are at capacity  while the larger dye machines are
under utilized.


Cost of goods sold decreased by $705,000 or 11.7%.

Cost of materials decreased by $699,000 or 20.2%, as a result of lower sales and
a change in sales mix.

Direct labor cost decreased by $30,000 or 9.2% as a result of lower sales.

Overhead cost decreased by $169,000 or 7.2% as a result of lower sales. Although
most expense categories decreased,  natural gas cost increased by 5% as a result
of higher prices.  Also,  water cost increased by 16.3% as a result of a 5% rate
increase and sales mix.

As a result of a decrease in sales of 17% and a decrease in cost of sales of
11.7%, the Company experienced a gross loss of 3.8%.

Selling, General and Administrative Expenses
--------------------------------------------
Selling,  general and  administrative  expenses  increased  by $101,000 or 18.9%
partly due to an increase in the allowance for bad debts of $170,000 for Quaker.


Provision (Credit) for Income Taxes
------------------------------------
There was no provision or credit provided for income taxes for the quarter.  See
Note 8.
                TWENTY-SIX WEEKS ENDED June 30, 2007 COMPARED TO
                       TWENTY-SIX WEEKS ENDED July 1, 2006

Net Sales
---------
Net sales for the second quarter  decreased by 17.1% to $10,403,000  compared to
$12,556,000 for 2006.  Although,  net sales  decreased by 17.1%,  pounds shipped
decreased  by 15.1% due to a change in sales mix.  During the second  quarter of
2006, the Company added  commission (the dyeing and processing of customer owned
yarn)  customers  and changed  the sales mix  significantly.  Commission  pounds
shipped  in the  first  six  months  of 2007  were 29% of total  pounds  shipped
compared  to only 15% in the six months of 2006.  The  average  sales  price for
commission sales is lower as there is no yarn cost in the sales price.

Cost of Sales and Gross Margin
------------------------------
Since the Company began diversifying into other fibers, its non-polyester volume
has  increased.  These  fibers  have a longer  dyeing and drying  cycle time and
require winding after dyeing.

Small lot orders have increased, while orders for larger lots have declined. The
Company's  small dye machines are at capacity  while the larger dye machines are
under utilized.




Page 12




<PAGE>


 BURKE MILLS, INC. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                                   CONDITION
                            AND RESULTS OF OPERATIONS

                TWENTY-SIX WEEKS ENDED June 30, 2007 COMPARED TO
                       TWENTY-SIX WEEKS ENDED July 1, 2006


Cost of Sales and Gross Margin (continued)
------------------------------
Cost of goods sold decreased by $1,565,000 or 12.7%.

Cost of materials  decreased by $1,544,000 or 21.4%,  as a result of lower sales
and a change in sales mix.

Direct  labor  cost  decreased  by  $18,000  or 3.0% as a result of lower  sales
volume.

Overhead cost decreased by $135,000 or 3.0% primarily as a result of lower sales
volume.  Although most expense categories decreased,  natural gas cost increased
by 5.5% as a result of higher prices.  Also,  water cost increased by 18.3% as a
result of a 5% rate increase and sales mix.

As a result of a decrease  in net sales of 17.1% and a decrease in cost of sales
of 12.7%, the Company experienced a gross loss of 3.8%.

Selling, General and Administrative Expenses
--------------------------------------------
Selling,  general  and  administrative  expenses  increased  by $100,000 or 9.6%
mostly due to an increase in allowance for bad debts of $170,000 for Quaker.

Provision (Credit) for Income Taxes
------------------------------------
There was no  provision  or credit  provided  for income taxes for the first six
months of 2006. See Note 8.

Critical Accounting Policies and Estimates
------------------------------------------
The  preparation  of  financial   statements,   in  accordance  with  accounting
principles generally accepted in the United States,  requires management to make
assumptions  and  estimates  that  affect  the  reported  amounts  of assets and
liabilities  as of the balance  sheet date and revenues and expenses  recognized
and incurred  during the  reporting  period then ended.  In addition,  estimates
affect the  determination of contingent assets and liabilities and their related
disclosure.  The Company bases its  estimates on a number of factors,  including
historical  information  and other  assumptions  that it believes are reasonable
under the  circumstances.  Actual results may differ from these estimates in the
event there are changes in related  conditions or  assumptions.  The development
and  selection of the disclosed  estimates  have been  discussed  with the Audit
Committee  of the Board of  Directors.  The  following  accounting  policies are
deemed to be  critical,  as they require  accounting  estimates to be made based
upon matters that are highly uncertain at the time such estimates are made.

The Company is self-funded for its employee health claims. The health claims are
paid by the Company after review by the Company's third party administrator. The
Company's liability for health claims includes claims that the Company estimates
have been  incurred,  but not yet presented to the  administrator.  A historical
basis and a current analysis is used to establish the amount.


The Company  reviews its  inventory  and when  necessary  establishes a markdown
allowance  for  obsolete  and slow  moving  items.  The  markdown  allowance  is
determined by aging the  inventory,  reviewing the inventory  with the salesmen,
and determining a salvage value.




Page 13




<PAGE>


   BURKE MILLS, INC. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                                   CONDITION
                            AND RESULTS OF OPERATIONS

                TWENTY-SIX WEEKS ENDED June 30, 2007 COMPARED TO
                       TWENTY-SIX WEEKS ENDED July 1, 2006


Critical Accounting Policies and Estimates (continued)
------------------------------------------
The Company  records a valuation  allowance to reduce its deferred tax assets to
the amount that it estimates is more likely than not to be realized.  As of June
30, 2007 and December 30, 2006, the Company recorded a valuation  allowance that
reduced its net deferred tax assets to zero.

Liquidity and Capital Resources
-------------------------------
In the six months of 2007 and 2006,  the Company  financed its  operations  with
funds generated from operations and its line of credit.

The Company's  ability to generate cash from operating  activities is subject to
the level of net sales. As discussed  earlier,  the Company  continues to expand
into other fibers.

As set forth in the Statement of Cash Flows, funds used in operating  activities
were  approximately  $614,000.  The  funds  used  reflect  the net  loss and the
increase in inventory.

The Company has used approximately  $74,000 for capital  expenditures in the two
quarters of 2007 compared to $60,000 in 2006.  Planned capital  expenditures for
2007 are approximately $100,000.

The Company's line of credit provided  approximately $929,000 for the six months
of 2007.  The  Company  had debt  under  its line of credit  of  $1,187,000  and
availability of $1,727,000 at June 30, 2007.

The Company's working capital decreased by $876,000 primarily as a result of the
net loss.
<TABLE>
<CAPTION>
                                     June 30          December 30
                                      2007                2006
                                    ----------        ------------
<S>                                 <C>                 <C>
Working Capital                     $1,804,000          $2,680,000
Working Capital Ratio                1.64 to 1           2.60 to 1

</TABLE>

As a measure of current  liquidity,  the Company's  quick position  (cash,  cash
equivalents and receivables over current liabilities) disclosed the following at
June 30, 2007:
                                                           June 30, 2007
                                                           --------------

   Cash, cash equivalents and receivables...........         $2,866,000
   Current liabilities..............................          2,805,000
                                                             ----------

   Excess of quick assets over current liabilities...        $   61,000
                                                             ==========
   Quick Ratio                                                1.02 to 1




Page 14




<PAGE>


                                BURKE MILLS, INC.
       Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
Forward Looking Statements
--------------------------
Certain  statements in this  Management's  Discussion  and Analysis of Financial
condition and Results of Operations,  and other sections of this report, contain
forward-looking  statements within the meaning of federal  securities laws about
the Company's  financial  condition and results of operations  that are based on
management's  current   expectations,   beliefs,   assumptions,   estimates  and
projections  about the  markets  in which the  Company  operates.  Words such as
"expects", anticipates",  "believes",  "estimates", variations of such words and
other  similar  expressions  are  intended  to  identify  such   forward-looking
statements.  These  statements  are not  guarantees  of future  performance  and
involve  certain  risks,  uncertainties  and  assumptions  that are difficult to
predict.  Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in, or implied by, such  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which reflect management's judgment only as of the date hereof. The
Company   undertakes   no   obligations   to  update   publicly   any  of  these
forward-looking  statements  to  reflect  new  information,   future  events  or
otherwise.

Factors  that may cause  actual  outcome and results to differ  materially  from
those expressed in, or implied by, these forward-looking statements include, but
are not  necessarily  limited  to,  availability,  sourcing  and  pricing of raw
materials, pressures on sales prices due to competition and economic conditions,
reliance on and  financial  viability of  significant  customers,  technological
advancements,  employee relations,  changes in construction spending and capital
equipment  expenditures  (including  those  related  to  unforeseen  acquisition
opportunities),  the timely  completion of construction  and expansion  projects
planned or in process,  continued  availability of financial  resources  through
financing  arrangements and operations,  negotiations of new or modifications of
existing   contracts  for  asset  management  and  for  property  and  equipment
construction and acquisition, regulations governing tax laws, other governmental
and authoritative bodies,  policies and legislation,  and proceeds received from
the sale of  assets  held for  disposal.  In  addition  to these  representative
factors,  forward-looking  statements  could be impacted by general domestic and
international  economic and industry conditions in the markets where the Company
competes;  such as, changes in currency  exchange rates,  interest and inflation
rates, recession and other economic and political factors over which the Company
has no control.


Item 3 - Quantitative and Qualitative Disclosures about Market Risk
--------------------------------------------------------------------
The Company has not purchased any  instruments or entered into any  arrangements
resulting  in market risk to the Company  for trading  purposes or for  purposes
other than trading purposes.


Item 4 - Controls and Procedures
---------------------------------
As of the end of the  fiscal  quarter  covered  by this  report,  the  Company's
management,  with the participation of the Company's chief executive officer and
chief financial  officer,  carried out an evaluation of the effectiveness of the
Company's disclosure controls and procedures.  The term "disclosure controls and
procedures"  means the  controls  and other  procedures  of the Company that are
designed to insure that  information  required to be disclosed by the Company in
its reports to the  Securities  and  Exchange  Commission  ("SEC") is  recorded,
processed,  summarized  and  reported,  within the time period  specified in the
rules and forms of the SEC. Disclosure controls and procedures include,  without
limitation, controls and procedures designed to insure that information required
to be  disclosed  by the Company in the reports  that it files or submits to the
SEC under the Securities Exchange Act of 1934 is accumulated and communicated to
the Company's  management,  including its chief executive  officer and its chief
financial officer as appropriate,  to allow timely decisions  regarding required
disclosure.




Page 15




<PAGE>


                                BURKE MILLS, INC.
       Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Item 4 - Controls and Procedures (continued)
---------------------------------
Based upon that evaluation, the Company's management,  with the participation of
the Company's chief executive  officer and chief  financial  officer,  concluded
that the Company's  disclosure  controls and  procedures are effective in timely
alerting  them to material  information  relating to the Company  required to be
included in the  reports  filed with the SEC by the  Company.  There has been no
significant change in the Company's  internal controls over financial  reporting
during the fiscal quarter  covered by this report that has materially  affected,
or is reasonably  likely to materially  affect,  the Company's  internal control
over financial reporting.




Page 16




<PAGE>



                  BURKE MILLS, INC. PART II - OTHER INFORMATION

Item 1 - Legal Proceedings.  No report required.

Item 1A- Risk Factors.  No report required.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.  No report
         required.

Item 3 - Defaults Upon Senior Securities.  No report required.

Item 4 - Submission of Matters to a Vote of Security Holders.

     Matters were submitted to a vote of security  holders of the Company at the
Company's  annual meeting of  shareholders  held May 15, 2007.  Proxies for such
meeting were solicited  pursuant to Regulation 14 under the Securities  Exchange
Act of 1934;  there was no solicitation  in opposition to management's  nominees
listed in the proxy  statement;  and, all of such  nominees  were  elected.  The
matters  voted upon were (a) election of chairman  and  secretary of the meeting
and waiver of the reading of the minutes of the previous  shareholders  meeting;
and 2,493,906 proxy votes were cast in favor thereof; (b) election of directors.
The voting for directors was as follows:
<TABLE>
<CAPTION>
Director                            Votes For                 Votes Withheld
------------------                  ---------                 ---------------
<S>                                 <C>                          <C>
Humayun N. Shaikh                   2,480,069                    13,837
Thomas I. Nail                      2,491,369                     2,537
Robert P. Huntley                   2,492,969                       937
William T. Dunn                     2,492,969                       937
Robert T. King                      2,492,969                       937
Richard F. Byers                    2,491,369                     2,537
Aehsun Shaikh                       2,480,069                    13,837

</TABLE>
Item 5 - Other Information.  No report required.

Item 6 - Exhibits.

     (a) The exhibits required by Item 601 of Regulation SK are specified on the
Exhibit Index and are attached to this report or  incorporated by reference from
prior filings.



                                BURKE MILLS, INC.

                                   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.

Date: August 10, 2007                           By:/s/Humayun N. Shaikh
                                                ------------------------
                                                Humayun N. Shaikh,
                                                Chairman of the Board
                                                (Principal Executive Officer)


Date: August 10, 2007                           By:/s/Thomas I. Nail
                                                -----------------------
                                                Thomas I. Nail
                                                President and COO
                                                (Principal Financial Officer)




Page 17




<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number             Description

3(i)              Articles of Incorporation - incorporated by reference as a
                  part of a registration statement on Form S-1 filed with the
                  Securities and Exchange Commission in 1969.

3(ii)             By-Laws - incorporated by reference as a part of a
                  registration statement on Form S-1 filed with the Securities
                  and Exchange Commission in 1969.

31                Rule 13a-14(a) Certifications

32                Section 1350 Certifications




Page 18




<PAGE>


                                   EXHIBIT 31

                         RULE 13(a)-14(a) CERTIFICATIONS

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER


     I, Humayun N. Shaikh, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Burke Mills, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's  internal control over financial  reporting;
and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.



Date: August 10, 2007                           /s/Humayun N. Shaikh
                                                ---------------------------
                                                Humayun N. Shaikh
                                                Chairman and CEO
                                                (Principal Executive Officer)




Page 19




<PAGE>


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER


     I, Thomas I. Nail, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Burke Mills, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's  other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f)  for the
registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's  internal control over financial  reporting;
and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.



Date: August 10, 2007                           /s/Thomas I. Nail
                                                ---------------------------
                                                Thomas I. Nail
                                                President and COO
                                                (Principal Financial Officer)




Page 20




<PAGE>


                                   EXHIBIT 32

                           SECTION 1350 CERTIFICATIONS

               CERTIFICATION PURSUANT TO 18 U.S. CODE SECTION 1350


The  undersigned  Chief Executive  Officer of Burke Mills,  Inc., (the "Issuer")
hereby  certifies  that  the  foregoing  periodic  report  containing  financial
statements of the Issuer fully complies with the  requirements of sections 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (15 USC 78m or 78o(d)) and that
the  information  contained in the  foregoing  report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Issuer.


Date: August 10, 2007                           /s/Humayun N. Shaikh
                                                ---------------------------
                                                Humayun N. Shaikh
                                                Chairman and CEO




               CERTIFICATION PURSUANT TO 18 U.S. CODE SECTION 1350


The  undersigned  Chief Financial  Officer of Burke Mills,  Inc., (the "Issuer")
hereby  certifies  that  the  foregoing  periodic  report  containing  financial
statements of the Issuer fully complies with the  requirements of sections 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (15 USC 78m or 78o(d)) and that
the  information  contained in the  foregoing  report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Issuer.


Date: August 10, 2007                           /s/Thomas I. Nail
                                                ---------------------------
                                                Thomas I. Nail
                                                President and COO
                                                (Chief Financial Officer)




Page 21

