<SUBMISSION>
<ACCESSION-NUMBER>0000910680-05-000485
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20050718
<DATE-OF-FILING-DATE-CHANGE>20050718
<GROUP-MEMBERS>ALLAN GINSBURG
<GROUP-MEMBERS>HOWARD GINSBURG
<GROUP-MEMBERS>ROBERT CHESTNOV
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>JACLYN INC
<CIK>0000052969
<ASSIGNED-SIC>3100
<IRS-NUMBER>221432053
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-13465
<FILM-NUMBER>05960005
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>635 59TH STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
<PHONE>2018689400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5801 JEFFERSON STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GINSBURG ABE
<CIK>0001052472
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>C/O JACLYN INC
<STREET2>635 59TH STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
<PHONE>2127046393
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>JACLYN INC
<STREET2>635 59TH STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc13da-ginsburg_06302005.txt
<DESCRIPTION>JUNE 30, 2005
<TEXT>


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

                                 SCHEDULE 13D/A

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                               (Amendment No. 13)

                                  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., Troutman Sanders LLP
                 405 Lexington Avenue, New York, New York 10174
                                 (212) 704-6000
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  June 30, 2005
                                 ---------------
             (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   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.ss.240.13d-7(b)
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 9 Pages)


<PAGE>


                                  SCHEDULE 13D
--------------------------------------------------------------------------------

CUSIP No. 469772 10 7                                          Page 2 of 9 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*

        N/A
--------------------------------------------------------------------------------
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           1,348,353
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        3,454
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      65,769

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

        1,348,353
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

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

        52.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

                                  SCHEDULE 13D
--------------------------------------------------------------------------------

CUSIP No. 469772 10 7                                          Page 3 of 9 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*

        N/A
--------------------------------------------------------------------------------
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           1,348,353
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        166,068
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      1,984

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

        1,348,353
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [X]

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

        52.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
                                  SCHEDULE 13D
--------------------------------------------------------------------------------

CUSIP No. 469772 10 7                                          Page 4 of 9 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*

        N/A
--------------------------------------------------------------------------------
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           1,348,353
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        120,953
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      30,923

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

        1,348,353
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [X]

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

        52.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>
                                  SCHEDULE 13D
--------------------------------------------------------------------------------

CUSIP No. 469772 10 7                                          Page 5 of 9 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*

        N/A
--------------------------------------------------------------------------------
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           1,348,353
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        155,747
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      0

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

        1,348,353
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [X]

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

        52.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                                               Page 6 of 9 Pages


                AMENDMENT NO. 13 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. Purpose of Transaction.

         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 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 parties 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 June 30,  2005,  the
Stockholders Committee was entitled,  pursuant to the Stockholders Agreement, to
direct the vote with respect to 1,348,353 shares of Common Stock (52.4%)."

         Item 4 of the  Statement  is hereby  amended  by adding  the  following
paragraph at the end thereof:

         "The Trust was  terminated  and the shares of Common  Stock held by the
Trust are being distributed by the Trust."



<PAGE>

                                                               Page 7 of 9 Pages


         2. Item 5. Interest in Securities of the Issuer.

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

         "Item 5.  Interest in Securities of the Issuer.
                   ------------------------------------

         At June 30,  2005,  the Trust  had been  terminated  and the  shares of
Common Stock held by the trust are being distributed by the Trust.

         At June 30, 2005,  the members of the  Stockholders  Committee were the
beneficial owners of shares of Common Stock as indicated below.

         (a) Abe Ginsburg  beneficially  owned  1,348,353  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 65,769 of
such  shares.  The  1,348,353  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 and (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. Mr. Ginsburg disclaims
beneficial  ownership of 1,347,480 of the foregoing shares,  including,  without
limitation, those referred to in clauses (i) and (ii) 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.  During the past five years,  Sylvia 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.  Sylvia  Ginsburg is a United  States
citizen.

         (b) Allan Ginsburg  beneficially  owned 1,348,353 shares.  Mr. Ginsburg
has sole dispositive power as to 166,608 of such shares,  shared power to direct
the voting as to all such  shares and  shared  dispositive  power as to 1,984 of
such shares.  The  1,348,353  shares  include (i) 29,884 shares held by him as a
custodian  for his children,  (ii) 10,769 shares owned by his wife,  (iii) 8,470
shares held in an individual  retirement account, and (iv) 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.  Mr. Ginsburg
disclaims beneficial ownership of 1,181,745 of the foregoing shares,  including,
without  limitation,  those  referred  to in clauses  (i),  (ii) and (iv) above.
Excludes 11 shares that, as of June 30, 2005,  had not been  distributed  by the
Trust.

         Mr. Ginsburg  shares voting and  dispositive  power of the 1,984 shares
referred to in clause (iv) 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.


<PAGE>

                                                               Page 8 of 9 Pages

         (c) Robert Chestnov  beneficially  owned 1,348,353 shares. Mr. Chestnov
has shared  power to direct the voting as to all such shares,  sole  dispositive
power as to 120,593 of such shares and shared  dispositive power as to 30,923 of
such shares.  The 1,348,353  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) 10,953
shares held in an individual retirement account, and (v) 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.  Mr.  Chestnov
disclaims beneficial ownership of 1,227,400 of the foregoing shares,  including,
without limitation, those referred to in clauses (i), (ii), (iii) and (v) above.
Excludes 11 shares that, as of June 30, 2005,  had not been  distributed  by the
Trust.

         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 (v) 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 1,348,353 shares. Mr. Ginsburg
has shared power to direct the voting as to all such shares and sole dispositive
power as to 155,747 of such  shares.  The  1,348,353  shares  include (i) 55,114
shares held of record by him as custodian  for his minor  children,  (ii) 18,010
shares owned by his wife and (iii) 8,470 shares held in an individual retirement
account.  Mr.  Ginsburg  disclaims  beneficial  ownership  of  1,192,606  of the
foregoing shares,  including,  without limitation,  those referred to in clauses
(i) and (ii) above.  Excludes 11 shares that, as of June 30, 2005,  had not been
distributed by the Trust.

         The  Trust is  distributing  all of its  shares  of  Common  Stock.  In
addition, on June 30, 2005, Allan Ginsburg,  Robert Chestnov and Howard Ginsburg
received  distributions  of  8,470,  10,953  and 8,470  shares of Common  Stock,
respectively,  in connection with the termination of the Trust,  and such shares
were, in each case, transferred to each such individual's  respective individual
retirement  accounts.  Except  for the  foregoing,  none of the  members  of the
Stockholders Committee 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  the  Stockholders'  Agreement  and  the
Amendment."





<PAGE>

                                                               Page 9 of 9 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:  June 30, 2005



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


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


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


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


</TEXT>
</DOCUMENT>
</SUBMISSION>
