<SUBMISSION>
<ACCESSION-NUMBER>0001019056-05-000214
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050214
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20050214
<DATE-OF-FILING-DATE-CHANGE>20050214
<FILER>
<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>8-K
<ACT>34
<FILE-NUMBER>001-05863
<FILM-NUMBER>05609319
</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>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>jaclyn_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

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

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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 14, 2005


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


        Delaware                        1-5863                  22-1432053
----------------------------         -----------            ------------------
(State or Other Jurisdiction         (Commission              (IRS Employer
     of Incorporation)                 File No.)            Identification No.)


              635 59TH Street
          West New York, New Jersey                     07093
    ----------------------------------------          ----------
    (Address of Principal Executive Offices)          (Zip Code)


       Registrant's telephone number, including area code: (201) 868-9400
                                                           --------------


                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 2.02.     Results of Operations and Financial Condition.

         On February 14, 2005, Jaclyn, Inc. (the "Company") issued a press
release announcing its financial results for its fiscal quarter ended December
31, 2004. A copy of that press release is attached to this Current Report on
Form 8-K as Exhibit 99 and is incorporated by reference herein.

         The information contained in this Current Report on Form 8-K, including
the exhibit hereto and the information contained therein, is being furnished to
the Securities and Exchange Commission, shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, and
shall not be incorporated by reference into any filing under the Exchange Act or
the Securities Act of 1933, as amended, except as specifically set forth in such
statement or report.

Item 9.01.     Financial Statements and Exhibits.

       (a)     Financial Statements of Businesses Acquired.
               -------------------------------------------

               Not Applicable.


       (b)     Pro Forma Financial Information.
               -------------------------------

               Not Applicable.


       (c)     Exhibits.
               --------

               Exhibit No.       Description
               -----------       -----------
                   99            Press Release of the Company dated
                                 February 14, 2005.



                                   SIGNATURES

         Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:    February 14, 2005             JACLYN, INC.


                                       By: /s/ ANTHONY C. CHRISTON
                                           -------------------------------------
                                           Anthony C. Christon,
                                           Chief Financial Officer

                                       2
<PAGE>

                                  EXHIBIT INDEX


Exhibit No.       Description
-----------       -----------
   99             Press Release of the Company dated February 14, 2005.


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex_99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>

                                                                      EXHIBIT 99

                                                                      NEWS


                                               Company Contact: Anthony Christon
                                                         Chief Financial Officer
                                                                    Jaclyn, Inc.
                                                                  (201) 868-9400

                  JACLYN, INC. REPORTS RESULTS FOR QUARTER AND
                       SIX-MONTHS ENDED DECEMBER 31, 2004
                       ----------------------------------

FOR IMMEDIATE RELEASE
---------------------

West New York, NJ, February 14, 2005.....................Jaclyn, Inc. (AMEX:JLN)
today reported financial results for the quarter and six-months ended December
31, 2004.

Net Sales for the quarter were $38,441,000 compared to $38,745,000 for last
year's comparable quarter. The Company reported net earnings of $156,000, or
$.06 per diluted share, for the quarter ended December 31, 2004. This compares
to net earnings of $899,000, or $.33 per diluted share, for the same period last
year.

Net sales for the six-month period ended December 31, 2004 were $74,246,000,
compared to $68,641,000 for the same period last year. Net earnings for the
six-month period ended December 31, 2004 were $1,021,000, or $.38 per diluted
share, compared to net earnings of $1,257,000, or $.46 per diluted share, in the
first six months of the prior year.

Mr. Allan Ginsburg, Chairman of the Board, stated that "earnings for the quarter
declined when compared to the same period last year, mostly the result of lower
margins on shipments in this year's second quarter due primarily to heavier
shipments in a more competitive environment for our premium business, and
increased customer allowances and higher shipping costs in our children's
apparel and women's sleepwear business." He added . . . "sales and earnings for
the second half of fiscal 2005 are expected to be significantly below last
year's second half, and, as a result, full year results are anticipated to be
lower than in fiscal 2004."

Note: This press release may contain forward-looking statements that are being
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Company's actual performance and results may vary as a
result of a number of risks, uncertainties and other factors, both foreseen and
unforeseen, including general economic and business conditions, competition in
the accessories and apparel markets, continuing favorable sales patterns,
pricing and consumer buying trends.

                                    * * * * *

Jaclyn, Inc. is a designer, manufacturer and marketer of apparel, women's
sleepwear, infants' and children's apparel, handbags, premiums and related
accessories. Website: www.jaclyninc.com

                                       4
<PAGE>
<TABLE>
<CAPTION>

                          JACLYN, INC. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

                                    Three Months                 Six Months
                                  Ended December 31,          Ended December 31,
                              -------------------------   -------------------------
                                  2004          2003          2004          2003
                              -----------   -----------   -----------   -----------
<S>                           <C>           <C>           <C>           <C>
Net Sales                     $38,441,000   $38,745,000   $74,246,000   $68,641,000

Earnings before
 income taxes                 $   357,000   $ 1,582,000   $ 1,853,000   $ 2,245,000

Net earnings                  $   156,000   $   899,000   $ 1,021,000   $ 1,257,000

Net earnings per
 Common Share-basic           $       .06   $       .35   $       .40   $       .49

Net earnings  per
 Common Share-diluted         $       .06   $       .33   $       .38   $       .46

Average Number of
 Shares Outstanding-diluted     2,726,000     2,733,000     2,700,000     2,721,000
</TABLE>

                                       5
</TEXT>
</DOCUMENT>
</SUBMISSION>
