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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. 10)

                                   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)

                                  July 28, 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 1 of 11 pages)
<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  2 of 11 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           1,287,902
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        3,454
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      186,315

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

        1,287,902
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

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

        50.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

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

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  3 of 11 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           1,287,902
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        158,138
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      122,530

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

        1,287,902
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

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

        50.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

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

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  4 of 11 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           1,287,902
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        104,941
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      151,469

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

        1,329,063
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

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

        51.1%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

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

<PAGE>

CUSIP No.  469772 10 7                13D/A                  Page  5 of 11 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           1,287,902
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        147,277
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      120,546

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

        1,287,902
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

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

        50.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

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

<PAGE>

                                                              Page 6 of 11 pages

                AMENDMENT NO. 10 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 3 of the  Statement is hereby  amended by adding the following
new paragraphs at the end thereof:

          "On July 14, 2003, each of Allan Ginsburg,  Robert Chestnov and Howard
Ginsburg   exercised   options  to  purchase  50,000  shares  of  Common  Stock,
respectively,  pursuant to stock options previously granted under a stock option
plan approved by stockholders of the Corporation  (the "Approved  Plan").  As to
Allan Ginsburg and Howard Ginsburg, the exercise prices were as follows: $2.8875
per share as to options to purchase 25,000 shares and $2.475 per share as to the
options to purchase the remaining  25,000  shares.  As to Robert  Chestnov,  the
exercise  prices were $2.625 per share as to options to purchase  25,000  shares
and $2.25 per share as to the options to purchase the remaining  25,000  shares.
Allan  Ginsburg,   Robert  Chestnov  and  Howard  Ginsburg  transferred  to  the
Corporation  41,000,  37,000 and 41,000  shares of Common  Stock,  respectively,
owned by them in partial  payment of the  exercise  prices of such  options,  as
permitted by the Approved  Plan,  and used  personal  funds to pay the remaining
portion of the exercise prices.

          On July 28, 2003, each of Allan  Ginsburg,  Robert Chestnov and Howard
Ginsburg  exercised  options to purchase an  additional  25,000 shares of Common
Stock,  respectively,  pursuant to stock  options  previously  granted under the
Approved Plan. As to Allan Ginsburg and Howard Ginsburg,  the per share exercise
price was $1.815,  and as to Robert  Chestnov,  the per share exercise price was
$1.65.  The  individuals  used personal funds to pay the exercise  prices of the
options."



<PAGE>



                                                              Page 7 of 11 Pages



          2. 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 July 29,  2003,  the  Stockholders  Committee  was
entitled,  pursuant  to the  Stockholders  Agreement,  to  direct  the vote with
respect to 1,204,711 shares of Common Stock (47.3%)."

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

"Item 5.  Interest in Securities of the Issuer.

          At July 29, 2003, the Trust was the beneficial  owner of 97,892 shares
of Common Stock,  representing  3.8% 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 July 29, 2003, the Trustees were the beneficial owners of shares of
Common Stock as indicated below.

          (a) Abe Ginsburg  beneficially  owned 1,287,902  shares.  Mr. Ginsburg
shared  power to direct the voting as to all such shares,  had sole  dispositive
power as to 3,454 of such shares and shared  dispositive  power as to 186,315 of
such  shares.  The  1,287,902  shares  include  (i)  65,769  shares  owned  by a
charitable foundation in which Mr. Ginsburg serves as a director


<PAGE>



                                                              Page 8 of 11 pages


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) 1,204,711  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 1,203,838 of the shares described in clause (iv) 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 1,287,902 shares. Mr. Ginsburg
has sole dispositive power as to 158,138 of such shares,  shared power to direct
the voting as to all of such shares and shared  dispositive  power as to 122,530
of such shares.  The 1,287,902 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) 8,469
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, and (vi) 1,204,711 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 1,076,457 of the shares described in clause (vi) 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



<PAGE>



                                                              Page 9 of 11 Pages


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 1,329,063 shares. Mr. Chestnov
has shared  power to direct  the voting as to  1,287,902  of such  shares,  sole
dispositive  power as to 104,941 of such shares and shared  dispositive power as
to 151,469 of such shares.  The 1,329,063  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) 10,952  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) 41,161 shares which Mr. Chestnov may acquire pursuant
to presently  exercisable stock options,  and (viii) 1,204,711 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 1,099,770 of the
shares described in clause (viii) 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  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 1,287,902 shares. Mr. Ginsburg
has shared  power to direct the voting of all of such shares,  sole  dispositive
power as to 147,277 of such shares,  and shared  dispositive power as to 120,546
of such shares. The 1,287,902 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)  8,469  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,
and (iv) 1,204,711  shares  (including  the shares  described in clauses (i) and
(ii) above) with respect to which Mr. Ginsburg shares power to direct


<PAGE>



                                                             Page 10 of 11 Pages

the voting  pursuant  to the  Stockholders  Agreement.  Mr.  Ginsburg  disclaims
beneficial  ownership  of the  shares  referred  to in  clauses  (i),  (iii) and
1,112,548

          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.

          Except as provided in Item 3 above, none of the Trust nor the Trustees
have effected any transactions in Common Stock during the past sixty days."

          4. 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 Robert  Chestnov  with respect of the grant of stock options by
the Corporation,  (d) the Stockholders Agreement, (e) the Jaclyn, Inc. Employees
Pension Trust,  and (f) a letter  agreement  dated December 29, 1997 between the
Corporation  and Robert Chestnov  relating to the grant of the Restricted  Stock
Award."





<PAGE>

                                                             Page 11 of 11 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:   August 6, 2003



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


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


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


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



