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<CONFORMED-NAME>JACLYN INC
<CIK>0000052969
<ASSIGNED-SIC>3100
<IRS-NUMBER>221432053
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
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<STREET1>635 59TH STREET
<CITY>WEST NEW YORK
<STATE>NJ
<ZIP>07093
<PHONE>2018689400
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<STREET1>5801 JEFFERSON STREET
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<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): May 16, 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 May 16, 2005, Jaclyn, Inc. (the "Company") issued a press release
announcing its financial results for its fiscal quarter ended March 31, 2005. 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 May 16,
                                   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:    May 16, 2005                       JACLYN, INC.


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

                                  EXHIBIT INDEX


         Exhibit No.            Description
         -----------            -----------
            99                  Press Release of the Company dated May 16, 2005.
</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
                  --------------------------------------------
                        NINE-MONTHS ENDED MARCH 31, 2005
                        --------------------------------

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

West New York, NJ, May 16, 2005..........................Jaclyn, Inc. (AMEX:JLN)
today reported financial results for the quarter and nine-months ended March 31,
2005.

Net sales for the quarter were $22,476,000 compared to $26,413,000 for last
year's comparable quarter. The Company reported a net loss of $640,000, or $.24
per diluted share, for the quarter ended March 31, 2005. This compares to a net
loss of $240,000, or $.09 per diluted share for the same period last year.

Net sales for the nine-month period ended March 31, 2005 were $96,722,000
compared to $95,054,000 for the same period last year. Net earnings for the
nine-month period ended March 31, 2005 were $381,000, or $.14 per diluted share,
compared to net earnings of $1,017,000, or $.37 per diluted share, in the first
nine months of the prior year.

Mr. Allan Ginsburg, Chairman of the Board, stated that, "as expected, and as
previously reported, sales and earnings for our third quarter ended March 31,
2005 declined when compared to the same period last year, mostly attributable to
a reduction of repeat orders in our sleepwear division. We are pleased that the
premium division showed continued growth in both the three-month and nine-month
periods, but that growth did not fully offset the decrease in our higher-margin
apparel business." He added . . . " We continue to expect fiscal 2005 full-year
results to be significantly lower than 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, infant's and children's apparel, handbags, premiums and related
accessories. Our web site is at www.jaclyninc.com
<PAGE>

                          JACLYN, INC. AND SUBSIDIARIES


           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>
<CAPTION>
                                         Third Quarter                   Nine Months
                                       Ended December 31,             Ended December 31,
                                 ----------------------------    ---------------------------

                                     2005            2004            2005           2004
                                 ------------    ------------    ------------   ------------
<S>                              <C>             <C>             <C>            <C>
Net Sales                        $ 22,476,000    $ 26,413,000    $ 96,722,000   $ 95,054,000


Net (loss) earnings              $   (640,000)   $   (240,000)   $    381,000   $  1,017,000

Net (loss) earnings per
    Common Share- basic          $       (.24)   $       (.09)   $        .15   $        .40

Net (loss) earnings  per
    Common Share- diluted        $       (.24)   $       (.09)   $        .14   $        .37


Average Number of
    Shares Outstanding-diluted      2,624,000       2,542,000       2,704,000      2,722,000
</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
