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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. 9)

                                   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, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                  212-704-6000
--------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  May 12, 2003
                     ---------------------------------------
             (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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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).

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  2 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Abe Ginsburg
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        873
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      195,359

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,215,416
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        49.3%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  3 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Allan Ginsburg
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        124,138
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      128,993

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,281,948
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        50.5%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  4 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Robert Chestnov
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        66,941
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      157,932

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,320,626
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        51.2%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  5 of 12 Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Howard Ginsburg
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds: ***


--------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        USA
--------------------------------------------------------------------------------

Number of         7.      Sole Voting Power             0
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           1,215,416
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        113,277
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      127,009

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        1,281,948
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        50.5%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

<PAGE>

                                                              Page 6 of 12 pages


                 AMENDMENT NO. 9 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  to  date  (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 a second  amended and restated  stockholders  agreement
dated as of May 12,  2003 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 May 12,  2003,  the  Stockholders  Committee  was
entitled,  pursuant  to the  Stockholders  Agreement,  to  direct  the vote with
respect to 1,088,407 shares of Common Stock (44.2%)."


<PAGE>

                                                              Page 7 of 12 pages

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 May 12, 2003, the Trust was the beneficial  owner of 104,355 shares
of Common Stock,  representing  4.2% 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 May 12, 2003, the Trustees were the beneficial  owners of shares of
Common Stock as indicated below.

          (a) Abe Ginsburg  beneficially  owned 1,215,416  shares.  Mr. Ginsburg
shared  power to direct the voting as to all such shares,  had sole  dispositive
power as to 873 of such  shares  and shared  dispositive  power as to 195,359 of
such  shares.  The  1,215,416  shares  include  (i)  65,769  shares  owned  by a
charitable foundation in which Mr. Ginsburg serves as a director and officer and
with respect to which he shares  dispositive power, (ii) 2,581 shares owned by a
charitable foundation in which Mr. Ginsburg serves as a director and officer and
with respect to which he has sole dispositive  power,  (iii) 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 (iv)
1,088,407  shares 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 1,019,184 of
the shares described in clause (iii) above.

          Mr.  Ginsburg  shares  dispositive  power  with  respect to the 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  Corporation's  Pension  Plan.  During the past five  years,
Sylvia  Ginsburg  has not 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. Sylvia Ginsburg is a United States citizen.

          (b) Allan Ginsburg  beneficially  owned 1,281,948 shares. Mr. Ginsburg
has sole dispositive power as to 124,138 of such shares,  shared power to direct
the voting as to  1,215,416  of such shares and shared  dispositive  power as to
128,993 of such shares.  The

<PAGE>

                                                              Page 8 of 12 pages

1,290,416  shares  include (i) 29,884  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) 8,468 shares owned by the
Trust and  allocated  to his account  thereunder,  (v) 1,984  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) 75,000 shares
which Mr. Ginsburg may acquire pursuant to presently  exercisable stock options,
and (vii) 1,088,407 shares (including the shares described in clauses (i), (ii),
(iv) and (v) 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 985,685 of the shares described in clause (vii) above.

          Mr. Ginsburg  shares voting and dispositive  power of the 1,984 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 1,320,626 shares. Mr. Chestnov
has shared  power to direct  the voting as to  1,215,416  of such  shares,  sole
dispositive power as to 66,941 of such shares and shared dispositive power as to
157,932 of such shares.  The 1,331,577  shares include (i) 27,423 shares held of
record by him as co-trustee of a trust, (ii) 372 shares owned by his wife, (iii)
6,906 shares held of record by his wife as custodian  for their  children,  (iv)
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, (v)
10,951 shares owned by the Trust and allocated to his account  thereunder,  (vi)
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,  (vii) 116,161 shares with Mr. Chestnov may acquire pursuant to presently
exercisable  stock options,  and (viii) 1,088,407  shares  (including the shares
described in clauses (i), (ii), (iii), (v) and (vi) above) with respect to which
Mr.  Chestnov  shares  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), (vi) and 1,010,515 of the shares described in
clause (xi) above.

          Mr.  Chestnov  shares  dispositive  power  with  respect to the 27,423
shares referred to in clause (i) and the 3,500 shares referred to in clause (vi)
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

<PAGE>

                                                              Page 9 of 12 pages

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 1,281,948 shares. Mr. Ginsburg
has  shared  power to  direct  the  voting of  1,215,416  of such  shares,  sole
dispositive power as to 113,277 of such shares,  and shared dispositive power as
to 127,009 of such shares.  The 1,331,577  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) 10,951 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) 116,161 shares which Mr. Ginsburg may acquire pursuant to presently
exercisable  stock  options,  and (v)  1,008,407  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 clause
(iii) and 1,021,776 of the shares described in clause (v) 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. 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,  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.

          None of the Trust nor the Trustees have effected any  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

<PAGE>

                                                             Page 10 of 12 pages

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 Robert  Chestnov  with respect of the grant of stock options by
the Corporation,  (d) the Stockholders Agreement, (e) the Jaclyn, Inc. Employees
Pension  Trust,  (f) a letter  agreement  dated  December  29, 1997  between the
Corporation  and Robert Chestnov  relating to the grant of the Restricted  Stock
Award,  (g) stock option  contracts dated April 20, 1999 between the Corporation
and each of Robert  Chestnov,  Allan  Ginsburg  and Howard  Ginsburg,  (h) stock
option  contracts  dated  December 6, 2000 between the  Corporation  and each of
Robert  Chestnov,  Allan  Ginsburg  and  Howard  Ginsburg  and (i) stock  option
contracts  dated  July 8,  2002  between  the  Corporation  and  each of  Robert
Chestnov, Allan Ginsburg and Howard Ginsburg."

          Item 7 of the Statement is hereby  amended by adding the following new
paragraphs S, T and U at the end thereof.

          S.  Stock  Option   Contracts  dated  December  6,  2000  between  the
Corporation and each of Robert Chestnov, Allan Ginsburg and Howard Ginsburg.

          T. Stock Option  Contracts  dated July 8, 2002 between the Corporation
and each of Robert Chestnov, Allan Ginsburg and Howard Ginsburg.

          U. Second Amended and Restated Stockholders Agreement by and among the
Corporation and certain stockholders of the Corporation."



<PAGE>

                                                             Page 11 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:   May 15, 2003



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


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


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


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


<PAGE>

                                                             Page 12 of 12 pages

                                  EXHIBIT INDEX


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

    S             Stock  Option  Contracts  dated  December 6, 2000  between the
                  Corporation  and each of Robert  Chestnov,  Allan Ginsburg and
                  Howard Ginsburg.

    T             Stock  Option   Contracts  dated  July  8,  2002  between  the
                  Corporation  and each of Robert  Chestnov,  Allan Ginsburg and
                  Howard Ginsburg.

    U             Second  Amended and  Restated  Stockholders  Agreement  by and
                  among  the  Corporation   and  certain   stockholders  of  the
                  Corporation.




