"My car was fast, but it wasn't fast enough," said Burton, who beat Roush Racing teammate and fellow NASCAR Winston Cup star Mark Martin to the finish line by 2.647 seconds, nearly a full straightaway on the 1.017-mile oval.

"I've learned with these Busch cars, you have to make huge adjustments. We made some really big changes, and it worked."

Burton shot past Matt Kenseth, the 1998 Busch Series runner-up, to take the lead for the first time on the 126th of 197 laps. Martin briefly took the top spot on lap 155 during a series of yellow-flag pit stops, but Burton was back out front to stay after Martin, who was pitting on the backstretch, made his final stop.

"That backstretch pit stall probably hurt us there at the end, but we probably couldn't have beat Jeff anyway," Martin said.

Burton, who earned $35,645, averaged 108.599 mph on the way to his 10th Busch Series victory and first at Rockingham.

Kenseth, who led four times for 108 laps, wound up third, followed by Daytona winner and two-time series champion Randy LaJoie, who remained in the points lead. Casey Atwood, an 18-year-old who walked away from a spectacular crash in the season-opener, passed Mike McLaughlin late in the race to take fifth.

Defending series champion Dale Earnhardt Jr. finished 35th after getting caught up in a multicar crash on lap 128. Earnhardt might have missed the crash entirely had he not made a second stop during the previous caution period because several lugnuts were left loose during a tire change.

The wildest of the four crashes in the race came on lap 116 when J.D. Gibbs, the son of former Washington Redskins coach and current Winston Cup car-owner Joe Gibbs, hit the wall coming off turn two. Mike Swaim Jr., running close behind, slammed into Gibbs, whose car sailed high in the air, came down on top of Swaim's hood and then banged back onto the track on its wheels as the two cars skidded down the banking.

No injuries were reported.