Fri & Sun 12 - 5 p.m.

Sat 10 a.m. - 5 p.m.   


15 Tannery Lane, Millwood, Virginia 22646





Once the anchor to a thriving commercial community, the Burwell-Morgan Mill was built in 1785 as a finely tuned engine of industry. Producing, at one time, more than 300,000 pounds of flour and meal a year, it remains to day as a living record of the production of wheat in Clarke County, Virginia and the northern Shenandoah Valley, a region once described as “The seat of the finest wheat in the world....” -The Clarke Journal, April 10, 1859


Lt. Colonel Nathaniel Burwell (1750-1814) inherited 5,500 acres in what is now Clarke County from his grandfather, Robert “King” Carter, on which he raised grain and grazed cattle. Recognized by his contemporaries, including Thomas Jefferson, as an astute business man, Burwell predicted the increasing value of wheat as a product for export. His entrepreneurial insight led him to build a merchant mill to process his abundant wheat harvests into flour for easy transport port cities and from there, to world markets beyond. A Tidewater Virginia planter, Burwell spent summers in Brookside, the stately house that sits just west of the Mill today, and in 1792 moved permanently to what would become Clarke County, constructing Carter Hall close to the mill, where he lived until his death.

Burwell needed a partner to oversee the construction and operation of his mill. General Daniel Morgan, Commander of George Washington’s Rifle Brigade, former French and Indian War soldier and Revolutionary War hero, had extensive experience to recommend him. Morgan was practical businessman and had an intimate knowledge how to move goods to efficiently using local roadways and paths from his own successful venture as a commercial wagon driver. The hero of the battles of Saratoga and Cowpens, Daniel Morgan was so highly regarded and influential that he successfully petitioned the local government to move a major roadway, so that it passed directly by the Mill’s front door. He also lived in the neighborhood – having constructed his home, Saratoga, about a mile west of the Mill around 1779.


The existence of the Mill and its substantial production made Millwood a thriving center of  commerce from the late 18th century to the Civil War. Wagons brought grain to the mill, and transported its product from Millwood to the Nearby Shenandoah River where flatboats carried it to Alexandria and other port cites. Processing more than 60,000 bushels of wheat per year at its peak, the Mill operated constantly - day and night, seven days per week. Other industries grew up around the Mill to support this level of operation – coopers were needed to make barrels, wagon builders to construct and repair wagons. Soon Millwood was home to a tannery, blacksmith shop, schools, churches, two general stores, and a grog shop—and to a large number of slaves that enabled success of this wheat-based economy . Laboring in the fields to raise and harvest the grain, in the mills to process it into flour, and as trained craftsmen in the workshops and businesses that grew up around it, enslaved men and women kept the system running.

During the Civil War, local turnpikes carried both Northern and Southern armies frequently past the mill. Both sides drew rations from and occupied the Mill, and it survived relatively unscathed as did most of Clarke County’s mills and homes.

After the Civil War, the demand for milled wheat and corn remained strong into the early 20th century. Ernest Alger owned and operated the Mill from 1915 to the early 1950s, a time that saw a great deal of change in Millwood. In the 1920s, US Highway 50 was constructed and passed within yards of the front of the. Two years later Route 50 was moved to the present road configuration north of the mill. In the early 1940s, with World War II raging in Europe, international demand for mill products diminished. Local farmers turned their attention to producing apples and livestock, unable to compete with the vast farmlands of the Midwest. The Mill began to decline. In 1948 and foundation wall collapsed, crushing the huge, wooden waterwheel. Closed in 1953, the mill stood abandoned for more than a decade.

The Clarke County Historical Association (CCHA) acquired the dilapidated remains of the Mill in 1964. For more than seven years, CCHA worked determinedly to restore the Mill to its original condition; opening in 1972 as an operating Mill-Museum. This tremendous effort was accomplished through private donations and fund-raising events and the tireless work and craftsmanship of passionate individuals such as Dick Plater and Bill Groves.

In 1997, CCHA identified the need for a major restoration of the now 30-year old wooden water wheel, gears, and flume. Through generous donations and with the direction of a millwright hired by CCHA, the wooden gears, flume, and great internal waterwheel were replaced and restored to their original 18th century configuration.

The Mill, which is on the Virginia Landmarks Register and the National Register of Historic Places, is held in trust for the citizens of Clarke County by the Clarke County Historical Association. Today, Millwood is a quaint, scenic unincorporated community of about 200 residents, a general store, post office, two churches, a few antique shops, and the still operational Burwell-Morgan Mill.