
                                  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): September 7, 2005


                                  JACLYN, INC.
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             (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
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(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 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         Jaclyn,  Inc. (the  "Company")  entered into an Option Contract of Sale
dated as of  September  7, 2005 under which the Company  granted to John Crowley
(the  "optionee")  an option  relating  to the sale of the  Company's  executive
offices and warehouse  facility,  as well as two adjacent lots,  located in West
New York, New Jersey.

         The proposed purchase price is $10,000,000,  the substantial portion of
which is payable at  closing.  The option  contract  provides  the  optionee  an
initial 90-day diligence period, during which time the optionee has the absolute
right  not to  proceed  with  the  proposed  transaction,  as  well  as up to an
additional  11  months  to  obtain  approval  from all  applicable  governmental
authorities  for the use of the property as residential  housing.  Under certain
circumstances,  the Company also has the right to decide not to proceed with the
proposed  transaction.  The proposed  transaction is also subject to a number of
contingencies  and conditions,  including the governmental  approvals  mentioned
above,  the  optionee's  receipt of a mortgage  commitment,  the  completion  of
environmental  testing and compliance,  and other  contingencies and conditions.
The option  contract  also permits  Jaclyn and its tenants to remain in the West
New York facility for up to five months after any closing.

ITEM 8.01.        OTHER EVENTS.

         On September 7, 2005,  the Company  issued a press release  relating to
the option contract  described above in Item 1.01 of this Current Report on Form
8-K. 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.

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

                        10.01       Option   Contract   of  Sale   dated  as  of
                                    September  7, 2005  between  the Company and
                                    John Crowley.

                        99.01       Press Release of the Company dated September
                                    7, 2005.



<PAGE>


                                   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:    September 7, 2005                       JACLYN, INC.


                                                 By:  /s/ Robert Chestnov
                                                      --------------------------
                                                      Robert Chestnov, President


<PAGE>


                                  EXHIBIT INDEX

         Exhibit No.    Description
         -----------    -----------

            10.01       Option  Contract of Sale dated as of  September  7, 2005
                        between the Company and John Crowley.

            99.01       Press Release of the Company dated September 7 2005.

