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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 7 )*



                                  JACLYN, INC.
  ---------------------------------------------------------------------------
                                 (Name of Issuer

                     COMMON STOCK, $1.00 PAR VALUE PER SHARE
  ---------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   469772 10 7
                         -------------------------------
                                 (CUSIP Number)


            William D. Freedman, Parker Chapin Flattau & Klimpl, LLP
      1211 Avenue of the Americas, New York, New York 10036, (212) 704-6000
  ---------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                December 29, 1997
           ---------------------------------------------------------
             (Date of Event which Requires Filing of this Statement

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                                                SEC 1746 (12-91)

<PAGE>



                                  SCHEDULE 13D

---------------------                                         ------------------
CUSIP No. 469772 10 7                                         Page 2 of 12 Pages
---------------------                                         ------------------


--------------------------------------------------------------------------------
        1       NAME  OF   REPORTING   PERSON   S.S.  OR  I.R.S.
                IDENTIFICATION NO. OF ABOVE PERSON

                ABE GINSBURG
--------------------------------------------------------------------------------
        2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a) [_]
                                                                         (b) [X]

--------------------------------------------------------------------------------
        3       SEC USE ONLY


--------------------------------------------------------------------------------
        4       SOURCE OF FUNDS*                                                
                                                                                
                                                                                
--------------------------------------------------------------------------------
        5       CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS  REQUIRED
                PURSUANT TO ITEMS 2(d) or 2(e)                               [_]
                                                                                
--------------------------------------------------------------------------------
        6       CITIZENSHIP OR PLACE OF ORGANIZATION

                USA
--------------------------------------------------------------------------------
                                7       SOLE VOTING POWER
       
                                        0
                              --------------------------------------------------
        NUMBER OF               8       SHARED VOTING POWER
          SHARES   
       BENEFICIALLY                     1,120,033
         OWNED BY             --------------------------------------------------
           EACH                 9       SOLE DISPOSITIVE POWER
        REPORTING  
          PERSON                        0
           WITH               --------------------------------------------------
                                10      SHARED DISPOSITIVE POWER

                                        224,961
--------------------------------------------------------------------------------
        11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                1,273,990

--------------------------------------------------------------------------------
        12      CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES  CERTAIN
                SHARES*                                                      [_]


--------------------------------------------------------------------------------
        13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                47.0%

--------------------------------------------------------------------------------
        14      TYPE OF REPORTING PERSON*

                IN

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION



<PAGE>



                                  SCHEDULE 13D

---------------------                                         ------------------
CUSIP No. 469772 10 7                                         Page 3 of 12 Pages
---------------------                                         ------------------


--------------------------------------------------------------------------------
        1       NAME OF REPORTING  PERSON S.S. OR I.R.S.  IDENTIFICATION
                NO. OF ABOVE PERSON

                ALLAN GINSBURG
--------------------------------------------------------------------------------
        2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a) [_]
                                                                         (b) [X]


--------------------------------------------------------------------------------
        3       SEC USE ONLY                  
                                                                                
                                                                                
--------------------------------------------------------------------------------
        4       SOURCE OF FUNDS*                                              
                                                                                
                                                                                
--------------------------------------------------------------------------------
        5       CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS  REQUIRED
                PURSUANT TO ITEMS 2(d) or 2(e)                               [_]

--------------------------------------------------------------------------------
        6       CITIZENSHIP OR PLACE OF ORGANIZATION

                USA
--------------------------------------------------------------------------------
                        7       SOLE VOTING POWER
       
                                0
                    ------------------------------------------------------------
      NUMBER OF         8       SHARED VOTING POWER
        SHARES   
     BENEFICIALLY               1,058,873
       OWNED BY     ------------------------------------------------------------
         EACH           9       SOLE DISPOSITIVE POWER
      REPORTING  
        PERSON                  124,138
         WITH       ------------------------------------------------------------
                        10      SHARED DISPOSITIVE POWER

                                181,220
--------------------------------------------------------------------------------
        11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                1,243,037

--------------------------------------------------------------------------------
        12      CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES  CERTAIN
                SHARES*                                                      [_]


--------------------------------------------------------------------------------
        13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                45.2%

--------------------------------------------------------------------------------
        14      TYPE OF REPORTING PERSON*

                IN

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION



<PAGE>



                                  SCHEDULE 13D

---------------------                                         ------------------
CUSIP No. 469772 10 7                                         Page 4 of 12 Pages
---------------------                                         ------------------


--------------------------------------------------------------------------------
        1       NAME OF REPORTING  PERSON S.S. OR I.R.S.  IDENTIFICATION
                NO. OF ABOVE PERSON

                ROBERT CHESTNOV
--------------------------------------------------------------------------------
        2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a) [_]
                                                                         (b) [X]


--------------------------------------------------------------------------------
        3       SEC USE ONLY


--------------------------------------------------------------------------------
        4       SOURCE OF FUNDS*                                                
                                                                                
                                                                                
--------------------------------------------------------------------------------
        5       CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS  REQUIRED
                PURSUANT TO ITEMS 2(d) or 2(e)                               [_]
                                                                                
--------------------------------------------------------------------------------
        6       CITIZENSHIP OR PLACE OF ORGANIZATION

                USA

--------------------------------------------------------------------------------
                                7       SOLE VOTING POWER
       
                                        0
                              --------------------------------------------------
        NUMBER OF               8       SHARED VOTING POWER
          SHARES   
       BENEFICIALLY                     1,057,764
         OWNED BY             --------------------------------------------------
           EACH                 9       SOLE DISPOSITIVE POWER
        REPORTING  
          PERSON                        98,041
           WITH               --------------------------------------------------
                                10      SHARED DISPOSITIVE POWER

                                        207,534
--------------------------------------------------------------------------------
        11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                1,243,397
--------------------------------------------------------------------------------
        12      CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES  CERTAIN
                SHARES*                                                      [_]

--------------------------------------------------------------------------------
        13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                45.2%
--------------------------------------------------------------------------------
        14      TYPE OF REPORTING PERSON*

                IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION



<PAGE>



                                  SCHEDULE 13D

---------------------                                         ------------------
CUSIP No. 469772 10 7                                         Page 5 of 12 Pages
---------------------                                         ------------------


--------------------------------------------------------------------------------
        1       NAME OF REPORTING  PERSON S.S. OR I.R.S.  IDENTIFICATION
                NO. OF ABOVE PERSON

                HOWARD GINSBURG
--------------------------------------------------------------------------------
        2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a) [_]
                                                                         (b) [X]

--------------------------------------------------------------------------------
        3       SEC USE ONLY                                                    
                                                                                
                                                                                
--------------------------------------------------------------------------------
        4       SOURCE OF FUNDS*                                                
                                                                                
                                                                                
--------------------------------------------------------------------------------
        5       CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS  REQUIRED
                PURSUANT TO ITEMS 2(d) or 2(e)                               [_]

--------------------------------------------------------------------------------
        6       CITIZENSHIP OR PLACE OF ORGANIZATION

                USA
--------------------------------------------------------------------------------
                                7       SOLE VOTING POWER
       
                                        0
                              --------------------------------------------------
        NUMBER OF               8       SHARED VOTING POWER
          SHARES   
       BENEFICIALLY                     1,054,264
         OWNED BY             --------------------------------------------------
           EACH                 9       SOLE DISPOSITIVE POWER
        REPORTING  
          PERSON                        113,277
           WITH               --------------------------------------------------
                                10      SHARED DISPOSITIVE POWER

                                        176,611
--------------------------------------------------------------------------------
        11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                1,238,428
--------------------------------------------------------------------------------
        12      CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES  CERTAIN
                SHARES*                                                      [_]

--------------------------------------------------------------------------------
        13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                45.0%
--------------------------------------------------------------------------------
        14      TYPE OF REPORTING PERSON*

                IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION


<PAGE>


                                                              Page 6 of 12 pages


                 AMENDMENT NO. 7 TO JOINT FILING ON SCHEDULE 13D

                                       OF

            THE JACLYN, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

                                       AND
            ABE GINSBURG, ALLAN GINSBURG, ROBERT CHESTNOV AND HOWARD
                                    GINSBURG

                          WITH RESPECT TO JACLYN, INC.


           The  following  information  supplements  and amends the  information
contained in the joint  statement on Schedule 13D dated  February 29, 1988 filed
by the Jaclyn, Inc. Employee Stock Ownership Plan and Trust ("Trust") and by Abe
Ginsburg, Allan Ginsburg,  Robert Chestnov and Howard Ginsburg,  Trustees of the
Trust, relating to the Common Stock, $1.00 par value per share ("Common Stock"),
of Jaclyn,  Inc.,  as amended by Amendment  No. 1 with respect to an event which
occurred on May 18,  1988,  by  Amendment  No. 2 with  respect to an event which
occurred on February 28, 1989, by Amendment No. 3 with respect to an event which
occurred  on January 2,  1991,  by  Amendment  No. 4 dated  January 4, 1993,  by
Amendment No. 5 with respect to an event which occurred on March 13, 1993 and by
Amendment  No. 6 with respect to an event that occurred on February 14, 1994 (as
so amended,  the  "Statement").  Capitalized terms used herein which are defined
terms in the Statement  shall have the same meanings  herein as in the Statement
unless otherwise expressly defined herein.

1.         Item 4 of the Statement is hereby amended as follows:

           The third  paragraph of Item 4 of the Statement is hereby amended and
restated in its entirety to read as follows:

           "Messrs.  Abe Ginsburg,  Allan  Ginsburg,  Robert Chestnov and Howard
Ginsburg are parties to an amended and restated stockholders  agreement dated as
of July 30,  1996 by and among the  Corporation,  such  individuals  and certain
other  stockholders  of the  Corporation  (the  "Stockholders  Agreement").  The
Stockholders Agreement, among other things, entitles Messrs. Abe Ginsburg, Allan
Ginsburg,   Robert  Chestnov  and  Howard  Ginsburg,  in  their  capacity  as  a
Stockholders'  Committee  (in such  capacity,  collectively,  the  "Stockholders
Committee"),  acting  by the vote of at least  two-thirds,  or by the  unanimous
written  consent,  of the members of the Stockholders  Committee,  to direct the
voting  of  the  shares  of  Common  Stock  owned  by  the  stockholders  of the
Corporation  who are signatories to the  Stockholders  Agreement with respect to
all  matters  submitted  to  stockholders  of the  Corporation  at any annual or
special  meeting of  stockholders  of the  Corporation  or pursuant to a written
consent in lieu thereof. At December 29,


<PAGE>


                                                              Page 7 of 12 pages

1997,  the  Stockholders  Committee was entitled,  pursuant to the  Stockholders
Agreement, to direct the vote with respect to 1,031,610 shares of Common Stock."

           A new  paragraph  is  hereby  added  to  Item 4 of the  Statement  as
follows:

           "On December 29, 1997, the  Corporation  granted to Robert Chestnov a
restricted stock award of 20,000 shares of Common Stock (the  "Restricted  Stock
Award")."

2.         Item 5 of the Statement is hereby  amended in its entirety to read as
follows:

"Item 5.  INTEREST IN SECURITIES OF THE ISSUER.

           At December 29, 1997, the Trust was the  beneficial  owner of 153,957
shares of Common Stock,  representing  5.7% of the outstanding  shares of Common
Stock. Each employee who is a participant in the Trust is entitled to direct the
Trustees as to the voting of Shares  allocated  to his account  under the Trust.
Under the Trust,  the Trustees are required to vote shares of Common Stock which
are not  allocated to the account of  participants  in the same  proportion  and
manner as allocated  shares are voted by  participants.  The Trustees  share the
power to dispose of the shares of Common Stock owned by the Trust.

           At December 29,  1997,  the Trustees  were the  beneficial  owners of
shares of Common Stock as indicated below.

           (a)        Abe Ginsburg  beneficially  owned  1,273,990  shares.  Mr.
Ginsburg  shared  power to direct the voting as to  1,120,033 of such shares and
shared  dispositive  power as to 244,961 of such shares.  The  1,273,990  shares
include (i) an aggregate of 68,350 shares owned by two charitable foundations in
which Mr. Ginsburg serves as a director and officer and with respect to which he
shares dispositive power, (ii) 22,654 shares owned by the Corporation's  Pension
Plan, of which Mr.  Ginsburg serves as a co-trustee and with respect to which he
shares voting and dispositive  power and (iii) 1,031,610 shares (including 2,581
of the shares  described in clause (i) above) with respect to which Mr. Ginsburg
shares power to direct the voting pursuant to the  Stockholders  Agreement.  Mr.
Ginsburg disclaims  beneficial ownership of the shares described in clauses (i),
(ii) and (iii) above.

           Of the 68,350  shares of Common Stock  referred to in clause (i), Mr.
Ginsburg shares  dispositive power with respect to 2,581 of such shares with Mr.
Martin Ginsburg,  a consultant to the Corporation.  Martin  Ginsburg's  business
address is 635 59th Street, West New York, New Jersey 07093. Mr. Ginsburg shares
dispositive  power with respect to the  remaining  65,769 shares of Common Stock
referred to in clause (i) with Mrs. Sylvia Ginsburg.  Mrs. Ginsburg's  residence
address is 1512 Palisade Avenue, Fort Lee, New Jersey 07024. Mr. Ginsburg shares
voting and  dispositive  power of the 22,654  shares  referred to in clause (ii)
with Messrs.  Allan  Ginsburg,  Chairman of the  Corporation,  Robert  Chestnov,
President and Chief Executive  Officer of the Corporation,  and Howard Ginsburg,
Vice-Chairman of the Corporation, each co-trustees of the


<PAGE>


                                                              Page 8 of 12 pages

Corporation's  Pension Plan.  Neither Martin  Ginsburg nor Sylvia Ginsburg have,
during the past five years, been convicted in a criminal  proceeding  (excluding
traffic  violations  or  similar  misdemeanors)  or have been a party to a civil
proceeding of a judicial or administrative  body of competent  jurisdiction as a
result of which any of them were or are subject to a  judgment,  decree or final
order  enjoining  future  violations of, or prohibiting or mandating  activities
subject  to,  federal or state  securities  laws or finding any  violation  with
respect to such laws. Martin Ginsburg and Sylvia Ginsburg are each United States
citizens.

           (b)        Allan Ginsburg  beneficially  owned 1,243,037 shares.  Mr.
Ginsburg has sole dispositive  power as to 124,138 of such shares,  shared power
to direct the voting as to 1,058,873 of such shares and shared dispositive power
as to 181,220 of such shares.  The  1,243,037  shares  include (i) 21,984 shares
held by him as a custodian  for his  children,  (ii) 10,769  shares owned by his
wife, (iii) 22,654 shares owned by the  Corporation's  Pension Plan, of which he
serves as co-trustee and with respect to which he shares voting and  dispositive
power,  (iv)  9,485  shares  owned by the Trust  and  allocated  to his  account
thereunder,  (v) 4,609  shares  owned by a  charitable  foundation  in which Mr.
Ginsburg  serves as an officer and  trustee and with  respect to which he shares
voting and dispositive  power, (vi) 39,692 shares which Mr. Ginsburg may acquire
pursuant to presently  exercisable  stock options,  and (vii)  1,031,610  shares
(including  the shares  described  in clauses  (i),  (ii) and (iv)  above)  with
respect to which Mr.  Ginsburg shares power to direct the voting pursuant to the
Stockholders  Agreement.  Mr.  Ginsburg  disclaims  beneficial  ownership of the
shares  referred to in clauses (i), (ii),  (iii),  (v) and 929,456 of the shares
described in clause (vii) above.

           Mr. Ginsburg shares voting and dispositive  power of the 4,609 shares
referred to in clause (v) with Mrs. Carolyn Ginsburg.  Mrs. Ginsburg's residence
address is 77 Pine Terrace,  Demarest,  New Jersey  07627.  During the past five
years,  Carolyn  Ginsburg  has  not  been  convicted  in a  criminal  proceeding
(excluding traffic violations or similar  misdemeanors) nor has she been a party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction as a result of which she was or is subject to a judgment, decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Carolyn Ginsburg is a United States citizen.

           (c)        Robert Chestnov  beneficially  owned 1,243,397 shares. Mr.
Chestnov has sole dispositive power as to 98,041 of such shares, shared power to
direct the voting as to 1,057,764 of such shares and shared dispositive power as
to 207,534 of such shares.  The 1,243,397  shares include (i) 26,600 shares held
of record by him as a trustee of two trusts,  (ii) 27,423  shares held of record
by him as co-trustee of a trust,  (iii) 372 shares owned by his wife, (iv) 6,906
shares held of record by his wife as custodian  for their  children,  (v) 22,654
shares owned by the Corporation's Pension Plan, of which he serves as co-trustee
and with respect to which he shares  voting and  dispositive  power,  (vi) 9,485
shares owned by the Trust and allocated to his account  thereunder,  (vii) 3,500
shares  owned by a  charitable  foundation  in which Mr.  Chestnov  serves as an
officer and  director  with  respect to which he shares  voting and  dispositive
power,  (viii) 41,161 shares with Mr. Chestnov may acquire pursuant to presently
exercisable  stock  options,  and (xi)  1,031,610  shares  (including the shares
described  in clauses  (i),  (ii),  (iii),  (iv) and (vi) above) with respect to
which Mr. Chestnov shares


<PAGE>


                                                              Page 9 of 12 pages

power to direct the voting pursuant to the Stockholders Agreement.  Mr. Chestnov
disclaims  beneficial  ownership of the shares referred to in clauses (i), (ii),
(iii),  (iv),  (v),  (vii) and  960,169 of the shares  described  in clause (xi)
above.

           Mr.  Chestnov  shares  dispositive  power with  respect to the 27,423
shares  referred  to in clause (ii) and the 3,500  shares  referred to in clause
(vii) with Mr. Richard Chestnov, a private investor, with a residence address at
17142 Whitehaven  Drive, Boca Raton,  Florida 33496.  Richard Chestnov is also a
director of the  Corporation.  During the past five years,  Richard Chestnov has
not been convicted in a criminal  proceeding  (excluding  traffic  violations or
similar  misdemeanors)  or a  party  to a  civil  proceeding  of a  judicial  or
administrative body of competent  jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining the future violations of,
or prohibiting or mandating  activities  subject to, federal or state securities
laws or finding any violation with respect to such laws.  Richard  Chestnov is a
United States citizen.

           (d)        Howard Ginsburg  beneficially  owned 1,238,428 shares. Mr.
Ginsburg has sole dispositive  power as to 113,277 of such shares,  shared power
to direct the voting of 1,054,264 of such shares and shared dispositive power as
to 176,611 of such shares.  The 1,238,428  shares include (i) 55,114 shares held
of record by him as  custodian  for his minor  children,  with  respect to which
shares he disclaims beneficial  ownership,  (ii) 9,485 shares owned by the Trust
and  allocated to his account with respect  which he has the right to direct the
vote, (iii) 22,654 shares owned by the  Corporation's  Pension Plan, of which he
serves as co-trustee and with respect to which he shares voting and  dispositive
power,  (iv) 39,692 shares which Mr. Ginsburg may acquire  pursuant to presently
exercisable  stock  options,  and (v)  1,031,610  shares  (including  the shares
described  in clauses  (i) and (ii) above)  with  respect to which Mr.  Ginsburg
shares power to direct the voting pursuant to the  Stockholders  Agreement.  Mr.
Ginsburg  disclaims  beneficial  ownership of the shares  referred to in clauses
(i), (ii), (iii) and 973,447 of the shares described in clause (iv) above.

           There is included in the  aggregate  share  ownership of each Trustee
the shares of Common Stock owned by the Trust.

           Under certain circumstances set forth in the Trust, the Corporation's
Board of Directors may direct the payment of dividends on shares of Common Stock
owned by the Trust that have been  allocated  to the  accounts of  participating
employees. In addition,  dividends declared on the 1994 Shares will be deposited
in an account  with the  Trust's  bank  lender and used to repay  principal  and
interest on the loan made to the Trust on February 15, 1994. Except as set forth
in the Trust,  and the shares of Common Stock with respect to which the Trustees
share  dispositive  power as described  in this  Statement  (including  the 1994
Shares),  no other  person  has the right to  receive or the power to direct the
receipt  of  dividends  from,  or the  proceeds  from the sale of, the shares of
Common Stock beneficially owned by the Trustees and the Trust.

           On October 30, 1997,  Abe  Ginsburg  disposed of 309 shares of Common
Stock by gift to a  charitable  foundation  of which he serves as a director and
officer.  On October 30, 1997, Abe Ginsburg's  wife disposed of 10,920 shares of
Common Stock by gift to a charitable foundation of


<PAGE>


                                                             Page 10 of 12 pages

which Abe  Ginsburg  serve as a director  and  officer.  On November 5, 6 and 7,
1997,  a trust of which Robert  Chestnov  serves as trustee sold an aggregate of
1,800 shares of Common Stock. On November 3, 6, 7 and 10, another trust of which
Robert  Chestnov  serves as trustee  sold an aggregate of 2,100 shares of Common
Stock.  On November 14,  1997,  the Trust issued 81 shares of Common Stock to an
employee of the Corporation upon termination of his employment.  On November 25,
1997, a charitable  foundation of which Allan Ginsburg  serves as an officer and
trustee disposed of 6,000 shares of Common Stock by gift. On December 4, 1997, a
charitable  foundation  of which Abe  Ginsburg  serves as a director and officer
disposed of 2,209  shares of Common Stock by gift.  On December  19,  1997,  the
Trust  issued an  aggregate  of 423 shares of Common  Stock to  employees of the
Corporation upon termination of their  employment.  On December 29, 1997, Robert
Chestnov acquired 20,000 shares of Common Stock pursuant to the Restricted Stock
Award. Except for the foregoing  transactions,  neither the Trust nor any of the
Trustees  have effected any other  transactions  in Common Stock during the past
sixty days."

3.         Item 6 of the Statement is hereby  amended in its entirety to read as
follows:

"Item 6. CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

           There are no contracts, arrangements, understandings or relationships
(legal or  otherwise)  among the  Trustees and the Trust or between the Trustees
and/or the Trust and any other  person  with  respect to any  securities  of the
Corporation,  including  but not  limited  to  transfer  or voting of any of the
securities,  finder's fees, joint ventures, loan or option arrangements, puts or
calls,  guarantees  or profits,  division  of profits or loss,  or the giving or
withholding  of  proxies,  except for (a) the Trust,  (b) the letter  agreements
dated  February  15, 1994 between the Trust and each of Robert  Chestnov,  Allan
Ginsburg and Howard  Ginsburg  relating to the sale by each of them to the Trust
of 30,000,  20,000 and 10,000  shares of Common Stock,  respectively,  (c) stock
option  contracts  dated as of December  21,  1993 and July 1, 1996  between the
Corporation and each of Allan Ginsburg, Robert Chestnov and Howard Ginsburg with
respect of the grant of stock  options to each of them by the  Corporation,  (d)
the Stockholders  Agreement,  (e) the Jaclyn,  Inc. Employees Pension Trust, (f)
the Loan and Security  Agreement  dated  February 15, 1994 between the Trust and
National  Westminster Bank, New Jersey and (g) a letter agreement dated December
29, 1997 between the Corporation  and Robert  Chestnov  relating to the grant of
the Restricted Stock Award."

4.         Item 7 of the Statement is hereby amended by adding the following new
paragraphs O, P and Q at the end thereof.

           "O.        Stock  Option  Contracts  dated July 1, 1996  between  the
Corporation and each of Robert Chestnov, Allan Ginsburg and Howard Ginsburg.

           P.         Amended and Restated  Stockholders  Agreement  dated as of
July 30, 1996 among the Corporation and certain  stockholders of the Corporation
(incorporated by reference to


<PAGE>


                                                             Page 11 of 12 pages

Exhibit  10(j) to the Annual  Report on Form 10-K of the  Corporation,  File No.
1-5863, for the fiscal year of the Corporation ended June 30, 1996).

           Q.         Letter  Agreement  dated  December  29,  1997  between the
Corporation and Robert Chestnov."




<PAGE>


                                                             Page 12 of 12 pages

                                   SIGNATURES


           After reasonable  inquiry and the best of their knowledge and belief,
the  undersigned  certify that the  information  set forth in this  statement is
true, complete and correct.



Dated:     January 7, 1998



                                                    /s/ Abe Ginsburg
                                                   -----------------------------
                                                    Abe Ginsburg


                                                    /s/ Allan Ginsburg
                                                   -----------------------------
                                                    Allan Ginsburg


                                                    /s/ Robert Chestnov
                                                   -----------------------------
                                                    Robert Chestnov


                                                    /s/ Howard Ginsburg
                                                   -----------------------------
                                                    Howard Ginsburg


<PAGE>


                                                             Page 13 of 12 pages
                                  EXHIBIT INDEX



EXHIBIT                                                                  PAGE
NUMBER               DESCRIPTION                                         NUMBER
------               -----------                                         ------

     O              Stock Option Contracts dated July 1,  1996 between
                    the Corporation and each of Robert Chestnov, Allan
                    Ginsburg and Howard Ginsburg.                          14

     P              Amended and Restated Stockholders  Agreement dated
                    as of July 30,  1996  among  the  Corporation  and
                    certain    stockholders    of   the    Corporation
                    (incorporated by reference to Exhibit 10(j) to the
                    Annual  Report  on Form  10-K of the  Corporation,
                    File  No.  1-5863,  for  the  fiscal  year  of the
                    Corporation ended June 30, 1996).

     Q              Letter  Agreement  dated December 29, 1997 between
                    the Corporation and Robert Chestnov.                   26




