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

                                  SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-12

                                  JACLYN, INC.
                ------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)   Title of each class of securities to which transaction applies:

          -----------------------------------------------------------------

     2)   Aggregate number of securities to which transaction applies:

          -----------------------------------------------------------------

     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which
          the filing fee is calculated and state how it was determined):

          -----------------------------------------------------------------
<PAGE>

     4)   Proposed maximum aggregate value of transaction:

          -----------------------------------------------------------------

     5)   Total fee paid:

          -----------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

          -----------------------------------------------------------------

     2)   Form, Schedule or Registration Statement No.:

          -----------------------------------------------------------------

     3)   Filing Party:

          -----------------------------------------------------------------

     4)   Date Filed:

          -----------------------------------------------------------------

                                       -2-
<PAGE>

                                  JACLYN, INC.
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


To the Stockholders Of
   JACLYN, INC.

         PLEASE TAKE NOTICE that the 2005 Annual Meeting of Stockholders of
JACLYN, INC., a Delaware corporation (the "Company"), will be held at the
offices of the Company, 635 59th Street, West New York, New Jersey 07093, on
Wednesday, November 30, 2005, at 9:00 o'clock a.m., prevailing local time, for
the following purposes:

                  1.     To elect nine directors to serve until the next annual
         meeting of stockholders and until their respective successors are duly
         elected and qualified;

                  2.     To ratify the appointment of Deloitte & Touche LLP,
         an independent registered public accounting firm, to serve as the
         auditors of the Company for the fiscal year ending June 30, 2006; and

                  3.     To transact such other business as may be properly
         brought before the Annual Meeting and any adjournments thereof.

         Only stockholders of record at the close of business on October 20,
2005 are entitled to notice of and to vote at the Annual Meeting and at any
adjournment thereof.

         Your attention is called to the Proxy Statement on the following pages.
We hope that you will attend the Annual Meeting. If you do not plan to attend,
please complete, sign, date and mail the enclosed proxy in the envelope
provided, which requires no postage if mailed in the United States.

                                     By Order of the Board of Directors

                                             Jaclyn Hartstein
                                                Secretary


October 28, 2005


         THE BOARD OF DIRECTORS REQUESTS ALL STOCKHOLDERS TO PROMPTLY COMPLETE,
DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
<PAGE>

                                  JACLYN, INC.
                                 635 59th Street
                         West New York, New Jersey 07093

                              --------------------

                                 PROXY STATEMENT

                              ---------------------

         This Proxy Statement is being furnished to stockholders on or about
October 28, 2005 in connection with the solicitation by the Board of Directors
of Jaclyn, Inc. (the "Company") of proxies in the enclosed form for use at the
Annual Meeting of Stockholders to be held on November 30, 2005 and at any
postponements and adjournments thereof (the "Annual Meeting"). Any proxy given
pursuant to such solicitation and received in time for the Annual Meeting will
be voted with respect to all shares represented by it in accordance with the
instructions, if any, given in such proxy or, in the absence of any instruction,
for the election of all of the nominees named herein to serve as directors and
for ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors. Any proxy may be revoked by the person giving the proxy by
written notice received by the Secretary of the Company at any time prior to its
use or by voting in person at the Annual Meeting.

         Only stockholders of record at the close of business on October 20,
2005 will be entitled to notice of and to vote at the Annual Meeting. On October
20, 2005, there were outstanding 2,474,057 shares of the Company's Common Stock,
$1 par value per share ("Common Stock"). Each share of Common Stock entitles the
record holder thereof to one vote. The presence, in person or by proxy, of a
majority of the shares of Common Stock entitled to vote at the Annual Meeting
will constitute a quorum for the transaction of business.

         The affirmative vote of a plurality of votes cast at the Annual Meeting
is required to elect directors. The affirmative vote of a majority of shares of
Common Stock present, in person or by proxy, and entitled to vote at the Annual
Meeting will be required to ratify the appointment of Deloitte & Touche LLP as
the Company's independent auditors for the fiscal year ending June 30, 2006.

                 SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS

         The following table sets forth information at October 20, 2005 with
respect to each person (including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) who is known to the Company to be the beneficial owner of more than 5% of
the Company's Common Stock, its only outstanding class of voting securities:
<PAGE>

           Name and Address                   Amount and Nature of      Percent
           of Beneficial Ownership            Beneficial Ownership      of Class
           -----------------------            --------------------      --------

           Allan Ginsburg..................       179,361(1)(2)            7.2%
              635 59th Street
              West New York, NJ 07093

           Robert Chestnov.................       159,154(1)(3)            6.4%
              635 59th Street
              West New York, NJ 07093

           Howard Ginsburg.................       157,547(1)(4)            6.4%
              635 59th Street
              West New York, NJ 07093

           Bonnie Sue Levy.................       213,969(1)(5)            8.6%
              635 59th Street
              West New York, NJ 07093

           L. Glenn Naff...................       183,800(6)               7.4%
              3623 Winding Way Road
              Roanoke, VA 24015

----------------------
*    Except as otherwise indicated below, each person listed above has sole
     voting and dispositive power with respect to the shares indicated as
     beneficially owned by such person.

(1)      Such stockholder, along with certain of his or her family members,
         trusts and custodianships for the benefit of such stockholder and his
         or her family members, an unrelated individual, and the Company are
         parties to a stockholders agreement, described below under the caption
         "Stockholders Agreement," which provides, among other things, that a
         committee of four of the signatory stockholders may direct the vote of
         the shares as to which such stockholder may have or share voting power.
         At October 20, 2005, 1,248,353 shares of Common Stock (50.5%) were
         subject to such stockholders agreement.
(2)      Includes 8,470 shares held by Mr. Ginsburg in an individual retirement
         account. Also includes 29,884 shares of Common Stock held of record by
         Mr. Ginsburg as custodian for his children, 10,769 shares owned by Mr.
         Ginsburg's wife, and 1,984 shares owned by a charitable foundation of
         which Mr. Ginsburg serves as an officer and trustee, with respect to
         which Mr. Ginsburg shares voting and dispositive power. Mr. Ginsburg
         disclaims beneficial ownership of all of such shares.
(3)      Includes 10,953 shares held by Mr. Chestnov in an individual retirement
         account. Also includes 27,423 shares held of record by Mr. Chestnov as
         co-trustee of a trust with respect to which he shares voting and
         dispositive power, 3,500 shares owned by a charitable foundation of
         which Mr. Chestnov serves as an officer and director, 372 shares of
         Common Stock owned by Mr. Chestnov's wife and 6,906 shares held of
         record by her as custodian for their children, with respect to all of
         which shares Mr. Chestnov disclaims beneficial ownership.
(4)      Includes 8,470 shares held by Mr. Ginsburg in an individual retirement
         account. Also includes 55,114 shares of Common Stock held of record by
         Mr. Ginsburg as custodian for his children and 1,800 shares owned by
         his wife, with respect to all of which shares Mr. Ginsburg disclaims
         beneficial ownership.
(5)      Includes 6,165 shares held by Mrs. Levy in an individual retirement
         account.

                                       2
<PAGE>

(6)      The number of shares listed in the immediately preceding table opposite
         Mr. Naff's name is based on a Schedule 13G, as amended to date, filed
         by Mr. Naff with the Securities and Exchange Commission. Based on Mr.
         Naff's amended Schedule 13G, the Company believes that Mr. Naff has
         sole voting and dispositive power with respect to all such shares.

                                       3
<PAGE>

                        SECURITY OWNERSHIP OF MANAGEMENT

         The following table sets forth information at October 20, 2005 as to
the ownership of shares of the Company's Common Stock, its only outstanding
class of equity securities, with respect to (a) each director and nominee for
director, (b) each executive officer named in the Summary Compensation Table
under the caption "EXECUTIVE COMPENSATION" below (the "Named Executive
Officers"), and (c) all directors and executive officers of the Company as a
group (10 persons):
                                              Amount and Nature of      Percent
Name of Beneficial Owner                     Beneficial Ownership(1)    of Class
------------------------                     -----------------------    --------

Abe Ginsburg..............................          69,223 (2)           2.8%
Allan Ginsburg............................         179,361 (3)           7.2%
Robert Chestnov...........................         159,154 (4)           6.4%
Howard Ginsburg...........................         157,547 (5)           6.4%
Martin Brody..............................          18,387 (6)            *
Richard Chestnov..........................          64,273 (7)           2.6%
Albert Safer..............................          18,000 (8)            *
Norman Axelrod............................          12,000 (9)            *
Harold Schechter..........................           6,000 (10)           *
Anthony Christon..........................          34,338 (11)          1.4%
All directors and executive officers
   as a group (10 persons)................         687,360 (12)         26.9%

-------------
* Less than one (1%) percent.

(1)      Except as otherwise indicated below, each person named above and each
         person in the group referred to above has sole voting and dispositive
         power with respect to shares indicated as beneficially owned by such
         person or group.
(2)      Includes 65,769 shares of Common Stock owned by a charitable foundation
         in which Abe Ginsburg serves as an officer and director and with
         respect to which Mr. Ginsburg shares voting and dispositive power, and
         2,581 shares of Common Stock owned by a charitable foundation of which
         Mr. Ginsburg serves as an officer and director, and with respect to
         which shares Mr. Ginsburg has sole voting and dispositive power. Mr.
         Ginsburg disclaims beneficial ownership of all such shares.
(3)      See footnotes (1) and (2) to the table above under the caption
         "SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS" for certain
         information concerning the beneficial ownership by Allan Ginsburg of
         Common Stock of the Company.
(4)      See footnotes (1) and (3) to the table above under the caption
         "SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS" for certain
         information concerning the beneficial ownership by Robert Chestnov of
         Common Stock of the Company.
(5)      See footnotes (1) and (4) to the table above under the caption
         "SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS" for certain
         information concerning the beneficial ownership by Howard Ginsburg of
         Common Stock of the Company.
(6)      Includes 18,000 shares of Common Stock which Mr. Brody has the right to
         acquire pursuant to presently  exercisable stock options.
(7)      Richard Chestnov holds 27,423 of the shares set opposite his name as
         co-trustee of a trust, 3,500 of the shares set opposite his name as an
         officer and director of a charitable foundation, with respect to which,
         in each case, he shares voting and dispositive power, and 200 shares as
         custodian for his child. Mr. Chestnov disclaims beneficial ownership of
         such shares. Also includes 18,000 shares of Common Stock which Mr.
         Chestnov has the right to acquire pursuant to presently exercisable
         stock options.

                                       4
<PAGE>

(8)      Includes 18,000 shares of Common Stock which Mr. Safer has the right to
         acquire pursuant to presently exercisable stock options.
(9)      Includes 12,000 shares of Common Stock which Mr. Axelrod has the right
         to acquire pursuant to presently exercisable stock options.
(10)     Includes 6,000 shares of Common Stock which Mr. Schechter has the right
         to acquire pursuant to presently exercisable stock options.
(11)     Includes 7,500 shares of Common Stock which Mr. Christon has the right
         to acquire pursuant to presently exercisable stock options.
(12)     Reference is made to footnotes (1) through (11) above. Includes an
         aggregate of 79,500 shares of Common Stock which directors and
         executive officers of the Company have the right to acquire pursuant to
         presently exercisable stock options.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who beneficially own more than 10% of the
Company's Common Stock, to file initial reports of ownership, and reports of
changes of ownership, of the Company's equity securities with the Securities and
Exchange Commission and furnish copies of those reports to the Company. Based
solely on a review of the copies of the reports furnished to the Company to
date, or written representations that no statements were required, the Company
believes that all statements required to be filed by executive officers and
directors of the Company with respect to the Company's fiscal year ended June
30, 2005 were timely filed.

Stockholders Agreement

         Abe Ginsburg, Allan Ginsburg, Robert Chestnov and Howard Ginsburg,
certain other family members, trusts and custodianships for the benefit of such
individuals and family members, an unrelated individual, and the Company are
parties to a second amended and restated stockholders agreement dated as of May
12, 2003 (as amended to date, the "Stockholders Agreement"). The Stockholders
Agreement, among other things, entitles 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, for a period of fifteen years from the date of the
Stockholders Agreement, to direct the voting of the shares of Common Stock with
respect to which the signatory stockholders have or share, or may hereafter have
or share, voting power with respect to all matters submitted to stockholders of
the Company at any annual or special meeting of stockholders of the Company or
pursuant to a written consent in lieu thereof. At October 20, 2005, the
Stockholders Committee was entitled, pursuant to the Stockholders Agreement, to
direct the vote as to 1,248,353 shares of Common Stock (50.5%).

Controlled Company

         As described above, under the Stockholders Agreement the members of the
Stockholders Committee share the power to direct the vote of 50.5% of the issued
and outstanding shares of Common Stock (1,248,353 shares). Accordingly, the
Company is a "controlled company" within the meaning of the Corporate Governance
Rules of the American Stock Exchange.

                                       5
<PAGE>

                          ITEM 1: ELECTION OF DIRECTORS

Nominees for Election

         A Board of Directors consisting of nine directors is to be elected by
stockholders at the Annual Meeting to hold office until the next annual meeting
of stockholders and until their respective successors are duly elected and
qualified. Unless otherwise specified in the proxies, the shares represented by
all proxies received will be voted for the election of the nominees named in the
following table, all of whom are now directors of the Company. All nominees have
consented to being named in this Proxy Statement and to serve if elected. While
the Board of Directors has no reason to believe that any of those named will not
be available as a candidate for election as a director of the Company, should
such a situation arise, proxies may be voted for the election of the remaining
named nominees and for such substitute nominee or nominees as the holders of the
proxies may determine.

         Certain information with respect to each director is set forth below:

<TABLE>
<CAPTION>
                                        Director
Name                           Age       Since        Principal Occupation
----                           ---       -----        --------------------
<S>                            <C>        <C>         <C>
Abe Ginsburg.............      88         1968        Chairman of the Executive Committee
                                                        of the Company
Allan Ginsburg...........      63         1968        Chairman of the Board of the Company
Robert Chestnov..........      57         1981        President and Chief Executive Officer
                                                        of the Company
Howard Ginsburg..........      63         1981        Vice Chairman of the Board of the
                                                        Company
Martin Brody.............      84         1980        Private Investor
Richard Chestnov.........      60         1988        Private Investor
Albert Safer.............      57         1997        President of Safer Textile Processing
                                                        and Kuttner Prints, textile mills
Norman Axelrod...........      53         2000        Chief Executive Officer and Chairman of
                                                        Linens 'n Things, a leading, large
                                                        format retailer of home textiles,
                                                        housewares and home accessories
Harold Schechter.........      61         2003        Chief Financial Officer of Global Design
                                                        Concepts, Inc., a manufacturer and
                                                        distributor of handbags and related
                                                        products
</TABLE>

Information Concerning the Board of Directors

         The business experience during the last five years of the directors of
the Company is as follows:

         Abe Ginsburg has been Chairman of the Executive Committee of the
Company since November 29, 1988.

         Allan Ginsburg has been Chairman of the Board of the Company since
November 29, 1988.

         Robert Chestnov has been the President and Chief Executive Officer of
the Company since November 29, 1988.

                                       6
<PAGE>

         Howard Ginsburg has been Vice Chairman of the Board of the Company
since November 29, 1988.

         Martin Brody has been a private investor since his retirement on
January 1, 1994. From April 1990 through December 1993, Mr. Brody was Vice
Chairman of the Board of Restaurant Associates Corporation, the owner and
operator of specialty restaurants, and was Chairman of its Board for more than
five years prior thereto. Mr. Brody also serves as a director of a number of
Salomon Smith Barney mutual funds and preferred income funds.

         Richard Chestnov has been a private investor since 1992. Prior thereto,
he was a partner of Chego International, an apparel importer.

         Albert Safer has been President of Safer Textile Processing and Kuttner
Prints, textile mills, for more than the past five years. Mr. Safer has also
served as President of Safer Development and Management, which is engaged in
real estate development and management, for more than the past five years.

         Norman Axelrod has been Chief Executive Officer of Linens 'n Things,
Inc., a leading, national large format retailer of home textiles, housewares and
home accessories, since 1988, has been Chairman of the Board of that company
since 1997 and, until 2000, also held the additional post of President. Mr.
Axelrod also serves as a director of Linens `n Things, Inc., Reebok
International Ltd. and Maidenform Brands, Inc.

         Harold Schechter has been Chief Financial Officer of Global Design
Concepts, Inc., a manufacturer and distributor of handbags and related products,
since January 2005. From October 2004 until January 2005, Mr. Schechter was the
Chief Financial Officer of Diamond Chemical Company Inc., a manufacturer of
cleaning chemicals. Mr. Schechter served as Vice President, Chief Operating
Officer and Chief Financial Officer of Creative Salon Products, an importer and
distributor of beauty products, from January 2003 to October 2004, and as Vice
President, Chief Operating Officer and Chief Financial Officer of William H.
Ranney Associates Inc., which was also an importer and distributor of beauty
products, from May 2001 to December 2002. From January 1999 to April 2001, Mr.
Schechter served as Vice President-Operations and Purchasing of Monarch Luggage
Inc., an importer and distributor of luggage and related items.

         Each of Messrs. Brody, Safer, Axelrod and Schechter meets the
independence requirements for members of the Board of Directors under the
listing standards of the American Stock Exchange, and the other members of the
Board do not meet such requirements.

         Family Relationships. Abe Ginsburg, Chairman of the Executive Committee
and a director of the Company, is the father of Howard Ginsburg, Vice Chairman
of the Board and a director of the Company. Allan Ginsburg, Chairman of the
Board and a director of the Company, is a nephew of Abe Ginsburg and is a first
cousin of Howard Ginsburg. Robert Chestnov, President, Chief Executive Officer
and a director of the Company, and Richard Chestnov, a director of the Company,
are brothers.

         Meetings and Committees. During the Company's fiscal year ended June
30, 2005 the Board of Directors held four meetings. Each director except Martin
Brody attended at least 75% of the meetings of the Board of Directors, and of
committees of the Board of Directors on which he served, during fiscal 2005. The
Company's policy is that directors should make every reasonable effort to attend
each annual meeting of stockholders. At the 2004 annual meeting of stockholders,
seven of the nine members of the Board were in attendance. The Chairman of the
Audit Committee of the Company receives an annual fee of $18,000 for serving as
a director and Chairman of the Audit Committee. Each director who is not an
employee of the Company (a "non-employee director") other than the Chairman of
the Audit Committee receives an annual fee of $12,000 for serving as a director.

                                       7
<PAGE>

In addition, each non-employee director in office immediately after each annual
meeting of stockholders at which directors are elected, and each non-employee
director on the date such person is first elected a director, automatically is
granted an option to purchase 2,000 shares of Common Stock under the Company's
1996 Non-Employee Director Stock Option Plan. During the fiscal year ended June
30, 2005, Martin Brody, Richard Chestnov, Albert Safer, Norman Axelrod and
Harold Schechter each were granted an option to purchase 2,000 shares of Common
Stock at a per share exercise price of $6.70.

         The Company does not have a compensation committee, the functions of
which are performed by the Company's Executive Committee and, with regard to
stock options, the Board of Directors and the Stock Option Committee. The
Executive Committee, whose members are Abe Ginsburg (Chairman), Allan Ginsburg,
Robert Chestnov and Howard Ginsburg, meets informally throughout the Company's
fiscal year. The Stock Option Committee, whose present members are Martin Brody
and Richard Chestnov, did not meet during fiscal 2005. The Company's Audit
Committee, which held four meetings during the fiscal year ended June 30, 2005,
consists of Harold Schechter (Chairman), Martin Brody and Albert Safer, each of
whom meets the independence requirements for audit committee members under the
listing standards of the American Stock Exchange. Mr. Schechter is considered to
be an audit committee financial expert within the meaning of Securities and
Exchange Commission regulations. The Audit Committee's primary function is to
assist the Company's Board of Directors in fulfilling the Board's oversight
responsibility by reviewing the financial reports and other financial
information provided by the Company to any governmental body or the public, the
Company's systems of internal controls regarding finance, accounting, legal
compliance and ethics that may be established from time to time, and the
Company's auditing, accounting and financial reporting processes generally.

         Nominations Process. The Company does not have a nominating committee
or charter. Historically, the entire Board of Directors has selected nominees
for election as directors and the Board believes that this process works well.
As a "controlled company" under the Corporate Governance Rules of the American
Stock Exchange, the Company is not required to maintain either a standing
nominating committee comprised solely of independent directors, or to select
nominees by a majority of independent directors.

         The Board will consider nominees that come to its attention from
present members of the Board, from employees and other persons. Consideration of
potential nominees typically will involve a series of internal discussions,
review of information concerning the candidate, and, if appropriate, interviews
with selected candidates. While no single factor is determinative in reviewing
potential candidates for election to the Board, and there are no specific,
minimum qualifications that a nominee must possess, the Board believes that the
following factors generally should be considered in the process of selecting
nominees for election as directors, whether the individual is recommended by the
Board or by a stockholder: applicable laws, rules, regulations and listing
standards of the American Stock Exchange; educational experience, work
experience and business acumen generally; the then current size and make-up of
the Board; a willingness to work productively with the other members of the
Board; the ability of the prospective nominee to represent the interests of
stockholders of the Company generally; professional experience in the handbag,
accessories, apparel, retail, licensing, importing, manufacturing and/or related
industries; the prospective nominee's ability to dedicate sufficient time,
energy and attention to the performance of his or her duties as a director of
the Company; the extent to which the prospective nominee contributes to the
range of talent, skill and expertise appropriate for membership on the Company's
Board; and personal qualities of leadership, character, integrity and judgment.
A nominee to the Board of Directors may, under certain circumstances, be
required to be independent within the meaning of the Corporate Governance Rules
of the American Stock Exchange and applicable Securities and Exchange Commission
regulations. These factors, and any other qualifications considered useful by
the Board, are reviewed in the context of an assessment of the perceived needs
of the Company and the Board at a particular point in time. As a result, the
priorities and emphasis of the Board may change from time to time to consider,
among other things, changes in the financial position of the Company, business

                                       8
<PAGE>

trends, and the contributions and prospective contributions of members of, and
nominees for membership on, the Board. The Board will evaluate nominees of
stockholders using the same criteria as it uses in evaluating other nominees to
the Board. A stockholder seeking to recommend a prospective nominee for
consideration by the Board may submit the nominee's name and qualifications to
the Company by mailing it to Secretary, Jaclyn, Inc., 635 59th Street, West New
York, New Jersey 07093. The Board will not engage in an evaluation process
unless (i) there is a vacancy on the Board of Directors, (ii) a director is not
standing for re-election, or (iii) the Board does not intend to recommend the
nomination of a sitting director for re-election.

         Stockholder Communications. Stockholders who desire to communicate with
the Board, or with a specific director, including on an anonymous or
confidential basis, may do so by delivering a written communication to the
Board, or to the specific director, c/o the Secretary of the Company at the
address set forth in the immediately preceding paragraph. The envelope of any
communication which a stockholder wishes to be confidential should be
conspicuously marked "Confidential" and the Secretary will not open the
communication. The Secretary promptly will forward all stockholder
communications to the Board and any specified directors.

         Code of Ethics. The Company has adopted a code of ethics for its
principal executive officer, principal financial officer, principal accounting
officer or controller, and persons performing similar functions.

Audit Committee Report

         Management has the primary responsibility for the Company's financial
reporting process, including its financial statements, while the Board is
responsible for overseeing the Company's accounting, auditing and financial
reporting practices. The Company's independent auditors have the responsibility
for the examination of the Company's annual financial statements and expressing
an opinion on the conformity of those financial statements with accounting
principles generally accepted in the United States. In assisting the Board in
fulfilling its oversight responsibility with respect to the Company's fiscal
year ended June 30, 2005, the Audit Committee:

         o    Reviewed and discussed the audited financial statements for the
              fiscal year ended June 30, 2005 with management and Deloitte &
              Touche, LLP, the Company's independent auditors;

         o    Discussed with Deloitte & Touche, LLP the matters required to be
              discussed by Statement on Auditing Standards No. 61 relating to
              the conduct of the audit; and

         o    Received the written disclosures and the letter from Deloitte &
              Touche, LLP regarding its independence as required by Independence
              Standards Board Standard No. 1. The Audit Committee also discussed
              with Deloitte & Touche, LLP that firm's independence.

         Based on the foregoing review and discussions, the Audit Committee
recommended to the Board that the Company's audited financial statements for the
fiscal year ended June 30, 2005 be included in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission for that year.

                                                  Respectfully,

                                                  Harold Schechter, Chairman
                                                  Martin Brody
                                                  Albert Safer

                                       9
<PAGE>

                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth certain summary information for each of
the Company's fiscal years ended June 30, 2005, 2004 and 2003 concerning the
compensation of the Company's chief executive officer and each of its other
executive officers whose compensation for fiscal 2005 exceeded $100,000:

<TABLE>
<CAPTION>
                                                                         Long Term
                                                                        Compensation
                                                                       ---------------
                                                   Annual                   Awards
                                                Compensation           ---------------
                                       -----------------------------      Securities        All Other
Name and                                   Salary          Bonus          Underlying      Compensation
Principal Position            Year          ($)             ($)           Options (#)        ($)(1)
-------------------------   --------   ------------     ------------   ---------------   ---------------
<S>                           <C>        <C>              <C>               <C>              <C>
Robert Chestnov,              2005       $389,400         $250,000              --           $ 8,194
   President and Chief        2004        380,400          285,000              --            14,684
   Executive Officer          2003        357,720          260,000          25,000             8,176

Allan Ginsburg,               2005       $389,400         $125,000              --           $ 8,718
   Chairman of the Board      2004        380,400          160,000              --            11,840
                              2003        357,720          160,000          25,000            24,276

Howard Ginsburg,              2005       $389,400         $125,000              --           $19,119
   Vice Chairman              2004        380,400          160,000              --             8,552
                              2003        357,720          160,000          25,000            16,791

Anthony Christon,             2005       $284,200         $ 72,500              --           $13,394
   Chief Financial            2004        275,600           85,000              --             8,654
   Officer                    2003        255,630           40,000          10,000            10,692
</TABLE>

--------------

(1)      Amounts in this column for the fiscal year ended June 30, 2005 include
         (i) premiums paid during fiscal 2005 by the Company for term life
         insurance for the benefit of the Named Executive Officers (Robert
         Chestnov - $1,993, Allan Ginsburg - $1,993, Howard Ginsburg - $1,993,
         and Anthony Christon - $1,031), and (ii) reimbursement during fiscal
         2005 of medical and/or dental expenses under a supplemental medical and
         dental expense reimbursement program (the "Medical Expense Program")
         for executive officers and certain other employees of the Company
         (Robert Chestnov - $6,201, Allan Ginsburg - $6,725, Howard Ginsburg -
         $17,126, and Anthony Christon - $12,363).

                                       10
<PAGE>

Stock Options

         Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Option Values. The following table sets forth certain information concerning the
exercise of options held by the Named Executive Officers during the Company's
fiscal year ended June 30, 2005 and the number and value at June 30, 2005 of
shares of Common Stock subject to unexercised options held by the Named
Executive Officers. No stock options were granted to the Named Executive
Officers during the Company's fiscal year ended June 30, 2005.

<TABLE>
<CAPTION>
                                                                   Number of Securities     Value of Unexercised
                                                                        Underlying              In-the-Money
                                                                   Unexercised Options        Options at Fiscal
                                                                  at Fiscal Year End (#)        Year End ($)
                                 Shares                           ----------------------    --------------------
                              Acquired Upon         Value              Exercisable/             Exercisable/
           Name               Exercise (#)       Realized(1)          Unexercisable           Unexercisable(2)
-------------------------    ---------------    -------------     ----------------------    --------------------
<S>                              <C>             <C>                   <C>                        <C>
Robert Chestnov..........         ---                ---                 ---/---                      ---/---
Allan Ginsburg...........         ---                ---                 ---/---                      ---/---
Howard Ginsburg..........         ---                ---                 ---/---                      ---/---
Anthony Christon.........        25,000          $ 142,500             7,500/---                  $18,281/---
</TABLE>

--------------
(1)      Based on the closing price on the American Stock Exchange on the
         respective dates of exercise less, in each case, the applicable
         exercise price of the options.
(2)      Based on the closing price on the American Stock Exchange on June 30,
         2005 of the shares of Common Stock subject to the stock options.

Certain Equity Compensation Plan Information

                  The following sets forth certain information as of June 30,
2005 concerning each of the Company's equity compensation plans:
<TABLE>
<CAPTION>
                                                                                       Number of securities
                                     Number of securities                            remaining available for
                                         to be issued          Weighted-average       future issuance under
                                       upon exercise of       exercise price of     equity compensation plans
                                     outstanding options,    outstanding options,     (excluding securities
Plan category                        warrants and rights     warrants and rights     reflected in column (a))
------------------------------      ---------------------    --------------------   -------------------------
                                             (a)                     (b)                       (c)
<S>                                        <C>                      <C>                      <C>
Equity compensation plans
   approved by security
   holders..................               162,500                  $3.21                    252,500

Equity compensation plans
   not approved by security
   holders..................                20,000(1)               $2.14                          0

Total.......................               182,500                                           252,500
</TABLE>

                                       11
<PAGE>

 (1)     Includes options to purchase an aggregate of 20,000 shares of Common
         Stock issuable upon the exercise of non-qualified stock options granted
         to two sales representatives. Each of the stock options provides for
         the grant of shares of Common Stock at exercise prices per share equal
         to the fair market value per share of Common Stock on the date of
         grant. Pursuant to the terms of each option, the optionee may exercise
         the option at any time and from time to time for a period of five years
         from the date of grant, subject to earlier termination under certain
         circumstances.

Pension Plan

         The Company maintains a defined benefit pension plan entitled the
"Jaclyn, Inc. Employees Pension Trust" (the "Pension Plan") which covers all
non-union employees of the Company and certain of its subsidiaries who have
attained age 21 and have completed at least twelve months of service to the
Company. The following table sets forth the estimated annual benefit payable
under the Pension Plan to an employee who retires at age 65 in 2005 at the
remuneration and years-of-service classifications set forth in the table. The
benefits do not take into account voluntary employee contributions, are not
subject to any deduction for Social Security benefits and represent annual
benefits payable for life with one hundred twenty (120) monthly payments
guaranteed, commencing at age 65. The table gives effect to the limitations
imposed by the Internal Revenue Code of 1986, as amended (the "Code"), on the
accrual of benefits on compensation above certain levels (presently a maximum of
$170,000).

<TABLE>
<CAPTION>
                                                            Assumed Years of Service
         Assumed Annual             ------------------------------------------------------------------------
      Average Compensation               15            20             25              30             35
---------------------------------   ------------   ------------   ------------   ------------   ------------
<S>                                   <C>            <C>            <C>            <C>            <C>
            $100,000                  $ 14,250       $ 19,000       $ 23,750       $ 28,500       $ 33,250
            $125,000                    18,000         24,000         30,000         36,000         42,000
            $150,000                    21,750         29,000         36,250         43,500         50,750
            $160,000                    23,250         31,000         38,750         46,500         54,250
      $170,000 and greater              24,750         33,000         41,250         49,500         57,750
</TABLE>

         Compensation under the Pension Plan includes all cash compensation
subject to withholding (as reflected on each participant's Form W-2), plus any
salary deferral contributions made by the employee to the Jaclyn, Inc. Premium
Payment Plan, excluding commissions, and, as to the Named Executive Officers,
would be the amounts set forth opposite their respective names under the
captions "Salary" and "Bonus" (subject, however, to the Code limitations
referred to above). As of June 30, 2005, the following individuals had the
number of years of credited service under the Pension Plan indicated after their
names: Allan Ginsburg, 44; Robert Chestnov, 35, Howard Ginsburg, 44; and Anthony
Christon 10.

Report on Executive Compensation

         The Company does not have a compensation committee. The Executive
Committee of the Board of Directors determines compensation of the Company's
executive officers. The Board of Directors and the Stock Option Committee are
responsible for the grant of options to purchase shares of Common Stock under
the Company's stock option plans and for the administration of all such plans.

         The primary objectives of the Company's executive compensation
structure are to maintain executive compensation at competitive levels to retain
qualified personnel and to reward individuals for their respective contributions
to the Company's success. Bonuses, in particular, are granted in order to reward
and acknowledge employees for, among other things, individual initiative and
achievement. The grant of stock options is intended to provide executives with a
stake in the long-term success of the Company and to coordinate executives' and

                                       12
<PAGE>

stockholders' long-term interests by creating a direct link between a portion of
executive compensation and increases in the market price of Common Stock.

         A number of factors are considered in determining compensation of
executives, such as historical financial results, anticipated revenues and
earnings for the next fiscal year, individual contributions to, and length of
service with, the Company, compensation levels at other companies (both within
and outside the Company's industry), and equity and fairness within the top
levels of management. Historically, the Executive Committee generally has
fostered the objective of equity and fairness by setting substantially equal
salaries for the Company's Chairman of the Board, President and Vice-Chairman of
the Board. Decisions are, however, primarily subjective. No specific corporate
performance-related targets are formally used and no pre-determined weight is
generally assigned to any of the factors mentioned above.

         Robert Chestnov, the Company's Chief Executive Officer, received salary
for fiscal 2005 of $389,400 and bonus compensation of $250,000, an aggregate
decrease of $26,000, or 4%, compared to fiscal 2004. The Executive Committee
considered a number of factors in determining Mr. Chestnov's compensation,
including that fiscal 2005 was the sixth consecutive year in which the Company
achieved an increase in sales, the Company's continuing profitable operations,
and Mr. Chestnov's leadership role in the Company's ongoing success. However,
the Executive Committee decided not to increase Mr. Chestnov's compensation at
this time. During fiscal 2005, the Stock Option Committee did not grant to Mr.
Chestnov, or any other executive officer, options to purchase shares of Common
Stock.

           The Board of             The Executive              The Stock Option
             Directors                Committee                   Committee
        -------------------     ------------------------     -------------------

         Allan Ginsburg          Abe Ginsburg, Chairman        Martin Brody
         Robert Chestnov         Allan Ginsburg                Richard Chestnov
         Howard Ginsburg         Robert Chestnov
         Abe Ginsburg            Howard Ginsburg
         Martin Brody
         Richard Chestnov
         Albert Safer
         Norman Axelrod
         Harold Schechter

Compensation Committee Interlocks and Insider Participation

         The Company's Executive Committee consists of Abe Ginsburg, Allan
Ginsburg, Robert Chestnov and Howard Ginsburg and its Stock Option Committee
consists of Martin Brody and Richard Chestnov. During the fiscal year ended June
30, 2005, Bonnie Sue Levy, a Vice President of the Company, who is a sister of
Allan Ginsburg, was paid $184,420 for services rendered to the Company in fiscal
2005, was reimbursed $4,014 for medical and/or dental expenses under the Medical
Expense Program, and the Company paid $1,993 for term life insurance for the
benefit of Ms. Levy. In addition, during fiscal 2005, Jaclyn Hartstein,
Secretary of the Company, who is a daughter of Abe Ginsburg and a sister of
Howard Ginsburg, was paid $235,240 for services rendered to the Company in
fiscal 2005, was reimbursed $25,546 for medical and/or dental expenses under the
Medical Expense Program, and the Company paid $1,580 for term life insurance for
the benefit of Ms. Hartstein. Kenneth Ginsburg, who is the son of Allan
Ginsburg, was employed by the Company as a production manager at the Company's
West New York, New Jersey facility during fiscal 2005, was paid $62,175 for
services rendered to the Company in fiscal 2005, and the Company paid $792 for
term life insurance for the benefit of Mr. Ginsburg. Eric Gailing, who is the

                                       13
<PAGE>

grandson of Abe Ginsburg, was employed by the Company as logistics manager for
the Company's Premium division during fiscal 2005, was paid $62,147 for services
rendered to the Company in fiscal 2005, and the Company paid $742 for term life
insurance for the benefit of Mr. Ginsburg.

Performance Graph

         The following graph compares the yearly percentage change in the
cumulative total return on the Company's Common Stock for the five fiscal years
ended June 30, 2005 with (i) Media General Financial Services' American Stock
Exchange Market Value Index and (ii) a peer group of three companies, consisting
of Samsonite Corporation, Movie Star, Inc. and Tandy Brands Accessories, Inc.,
which during fiscal 2005 either competed with the Company in one of its product
categories or was engaged in related industries. The comparison assumes an
investment of $100 on July 1, 2000 in the Company and in each of the comparison
groups and that all dividends were reinvested.


                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>

                       2000      2001       2002       2003       2004       2005
                      ------    ------     ------     ------     ------     ------
<S>                   <C>       <C>         <C>       <C>        <C>        <C>
JACLYN, INC           100.00    127.50      89.50     125.00     260.00     325.00
PEER GROUP INDEX      100.00     66.62      65.94      77.31      86.26      65.19
AMEX MARKET INDEX     100.00     97.94      90.23     100.51     119.76     131.85
</TABLE>

                                       14
<PAGE>

                          ITEM 2: SELECTION OF AUDITORS

General

         The Audit Committee has appointed Deloitte & Touche LLP, an independent
registered public accounting firm, to audit the books and accounts of the
Company for the fiscal year ending June 30, 2006. This firm is the successor to
the firm of auditors which has audited the books of the Company or its
predecessor since 1965. A representative of Deloitte & Touche LLP is expected to
be present at the Annual Meeting to respond to appropriate questions and will be
given an opportunity to make a statement if such representative desires to do
so.

Audit Fees

         Audit fees billed and expected to be billed by Deloitte & Touche LLP
for its audit of the Company's consolidated financial statements for the years
ended June 30, 2005 and June 30, 2004 and for its review of the consolidated
financial statements included in the Company's Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission for fiscal 2005 and fiscal
2004 totaled $175,000 and $142,000, respectively.

Audit Related Fees

         Fees billed and expected to be billed by Deloitte & Touche LLP for
assurance and related services performed by Deloitte & Touche LLP and reasonably
related to the audit and review services performed by Deloitte & Touche LLP and
described above under the caption "Audit Fees" totaled $34,000 and $36,000 for
fiscal 2005 and fiscal 2004, respectively.

Tax Fees

         Fees billed and expected to be billed by Deloitte & Touche LLP for tax
compliance, tax advice and tax planning, primarily income tax compliance,
totaled $82,000 and $78,000 for fiscal 2005 and fiscal 2004, respectively.

All Other Fees

         No other fees were billed or are expected to be billed by Deloitte &
Touche LLP for any other services to the Company for the fiscal years ended June
30, 2005 and June 30, 2004.

         All audit, audit-related, tax and other services were pre-approved by
the Audit Committee of the Board of Directors. The Audit Committee's
pre-approval policies and procedures are to pre-approve, on a case-by-case
basis, all audit, audit-related, tax and other services to be performed by the
Company's independent auditors.

Required Vote

         The appointment of Deloitte & Touche LLP is subject to ratification by
a majority of the shares of Common Stock present, in person or by proxy, and
entitled to vote at the Annual Meeting. If the appointment of Deloitte & Touche
LLP is not ratified by such stockholder vote, the Audit Committee will
reconsider its action and select independent auditors without further
stockholder action. The Board of Directors recommends a vote "FOR" ratification
of the appointment of Deloitte & Touche LLP as auditors of the Company. Unless
otherwise specified in the proxies, the shares represented by all proxies
received will be voted "FOR" the appointment of Deloitte & Touche LLP.

                                       15
<PAGE>

                                OTHER INFORMATION

Other Action at the Meeting

         The Board of Directors has not received notice of and is not aware of
any other matters that are to be presented for action at the Annual Meeting. If,
however, any other matters properly come before the meeting or any adjournment
thereof, it is the intention of the persons named in the enclosed form of proxy
to vote such proxies in their discretion on such matters, including any matters
relating to or dealing with the conduct of the Annual Meeting.

Proposals for 2006 Annual Meeting

         Consistent with Securities and Exchange Commission regulations,
stockholder proposals intended to be included in the proxy statement and form of
proxy for the 2006 Annual Meeting of Stockholders must be received at the
principal executive offices of the Company, 635 59th Street, West New York, New
Jersey 07093, no later than July 1, 2006. Any such proposals, as well as any
questions relating thereto, should be directed to the Secretary of the Company.
As to any proposals intended to be presented by a stockholder without inclusion
in the Company's proxy statement and form of proxy for the 2006 Annual Meeting,
the proxies named in the Company's form of proxy for that meeting will be
entitled to exercise discretionary authority on that proposal unless the Company
receives notice of the matter on or before September 4, 2006. However, even if
such notice is timely received, such proxies may nevertheless be entitled to
exercise discretionary authority on that matter to the extent permitted by
Securities and Exchange Commission regulations.

General

         The solicitation of proxies in the accompanying form will be made, at
the Company's expense, primarily by mail and through brokerage and banking
institutions. In addition, proxies may be solicited in person or by telephone,
facsimile or other electronic transmission, by officers, directors and regular
employees of the Company. The Company will reimburse brokerage firms, nominees,
fiduciaries and other custodians their reasonable expenses for forwarding the
proxy material to beneficial owners and obtaining their instructions.

         Proxies submitted which contain abstentions or broker non-votes will be
deemed present at the Annual Meeting in determining the presence of a quorum.
Shares of Common Stock that are voted to abstain with respect to any matter are
considered shares entitled to vote, and cast, with respect to that matter.
Shares of Common Stock subject to broker non-votes with respect to any matter
will not be considered as shares entitled to vote with respect to that matter.

                                      By Order of the Board of Directors
                                               Jaclyn Hartstein
                                                   Secretary

October 28, 2005

                                       16
<PAGE>

Front of Card
-------------

JACLYN, INC.                                                               Proxy
--------------------------------------------------------------------------------

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned stockholder hereby appoints JACLYN HARTSTEIN and LLOYD
FRANK, and any one of them, the proxies of the undersigned, with power of
substitution, hereby revoking any proxy heretofore given, to vote all shares
which the undersigned is entitled to vote at the 2005 Annual Meeting of
Stockholders of JACLYN, INC. (the "Company") to be held at the Company's
offices, 635 59th Street, West New York, New Jersey 07093, on November 30, 2005
at 9:00 a.m., and at any adjournments and postponements thereof, with all powers
the undersigned would possess if personally present upon the matters set forth
on the reverse side hereof.

                                Date ___________________________________________

                                Signature ______________________________________

                                Signature ______________________________________

                                Note: Please date and sign exactly as your name
                                appears hereon. If acting as an executor,
                                administrator, trustee, guardian, etc., you
                                should so indicate. If the signer is a
                                corporation, please sign the full corporate name
                                by a duly authorized officer. If shares are held
                                jointly, each stockholder should sign.

--------------------------------------------------------------------------------
Back of Card
------------

<TABLE>
<CAPTION>
    The Board of Directors recommends a                                  The Board of Directors recommends a
             vote FOR item 1                                                      vote FOR item 2.
             ---------------                                                      ----------------
<S>                             <C>            <C>                    <C>                            <C>        <C>         <C>
                                               Withhold
1.  Election of Directors       For All        From All               2. Ratify Independent          For      Against     Abstain
                                                                         Auditors
     Nominees:                    [ ]             [ ]                                                [ ]        [ ]         [ ]
     Abe Ginsburg
     Allan Ginsburg             (To withhold authority to vote
     Robert Chestnov            for any individual nominee, strike
     Howard Ginsburg            a line through the nominee's name.)
     Martin Brody
     Richard Chestnov
     Albert Safer
     Norman Axelrod
     Harold Schechter
</TABLE>

The proxies are authorized to vote upon such other matters as may properly come
before the meeting. Each properly executed proxy will be voted as directed by
the stockholder(s). If no direction is given, such shares will be voted FOR the
election of all listed nominees for director, FOR Item 2, and in the discretion
of the proxies on any other matters that may properly come before the meeting.
