In the 1960s, Burlington Industries was the largest textile firm in the world, and in 1973 the U. S. textile industry employed more than 1 million workers. Dynamic change came to the textile industry beginning in the 1960s, and in 2001 Burlington Industries filed for Chapter 11 bankruptcy. This case traces the dynamics of the market and the actions undertaken by Burlington executives from 1962 to 2001 in response to these changes. This case seeks to identify lessons learned that can be applied to other business-to-business industries that are currently experiencing similar forms of "creative destruction" or the need to innovate to remain successful.