<SUBMISSION>
<ACCESSION-NUMBER>0000910680-05-000557
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20050907
<ITEMS>1.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20050907
<DATE-OF-FILING-DATE-CHANGE>20050907
<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>051073333
</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>f8k090705.txt
<DESCRIPTION>CURRENT REPORT
<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): September 7, 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 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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10_1-f8k090705.txt
<DESCRIPTION>EX-10.1; OPTION CONTRACT OF SALE
<TEXT>
                                                                   EXHIBIT 10.01

                             OPTION CONTRACT OF SALE

         THIS  AGREEMENT  (the  "Agreement"),  is made as of  September 7, 2005,
between  Jaclyn,  Inc.,  a  Delaware  corporation,  having  an  address  at 5801
Jefferson Street, West New York, NJ 07093 ("Seller"), and John Crowley, with the
right to assign this  Agreement at the time of closing to an entity to be formed
in which  Sanford  Weiss  shall  be an  equity  participant  and  active  in the
approvals process outlined in subsection 2(b), below,  having an address c/o The
Law Offices of Dennis J. Oury, LLC, One University Plaza,  Hackensack,  NJ 07601
("Purchaser").

                              W I T N E S S E T H:

            Sellers  agrees to sell and Purchaser  agrees to purchase,  upon the
terms and conditions hereinafter set forth,

         ALL those certain plots,  pieces or parcels of land, with the buildings
and improvements thereon erected,  situate,  lying and being in the town of West
New York,  the County of Hudson  and the State of New  Jersey,  being  known and
designated  as 5801-5823  Jefferson  Street and 5901-5905  Jefferson  Street and
5814-5816 Jefferson Street and 5808-5814 Washington Street, (also being known as
Lots 5 in Block  130 and Lot 13 in Block 133 and Lot 2-01 in Block 129 and Lot 4
in Block 130 as shown on the municipal  tax maps).  Purchaser may cause a survey
and metes and bounds  description  to be prepared at  Purchaser's  sole cost and
expense,  in which event that description,  upon being certified to and accepted
by Seller and its legal counsel,  will be deemed  attached to and made a part of
this  Agreement  as EXHIBIT  "A" (the land,  buildings  and  improvements  being
hereinafter referred to as the "Premises").

1.                PURCHASE PRICE

                  The   Purchase   Price  for  the   Premises   is  Ten  Million
($10,000,000) Dollars, payable as follows:

         (a) Concurrently with the execution of this Agreement,  Purchaser shall
deliver to Philip D.  Neuer,  Esq.  (the  "Escrow  Holder")  the sum of Thousand
($50,000) Dollars in immediately available federal funds (the "Initial Deposit")
to be held by the Escrow Holder in a federally insured, interest bearing account
or group of accounts.  The Initial  Deposit shall be disbursed or applied by the
Escrow Holder in accordance  with the  provisions  of this  Agreement.  Interest
shall follow the Initial Deposit.

         (b) On the  sixtieth  (60th)  day  following  full  execution  of  this
Agreement,  Purchaser  shall deliver to the Escrow Holder the  additional sum of
Thousand ($50,000) Dollars in immediately available federal funds (together with
the funds deposited in accordance with P. 1 (c), below,  the "Earnest Money") to
be held by the Escrow Holder in a federally insured, interest bearing account or
group of accounts.  The Earnest Money is  non-refundable  and shall  immediately
become  the  absolute  property  of and paid to the  Seller on the  ninety-first
(91st) day following full

<PAGE>

execution of this Agreement.  Purchaser shall have no right to seek repayment of
all or any portion of the  Earnest  Money for any reason  whatsoever  except for
Seller's  cancellation due to the environmental  conditions set forth in Article
8, below.

         (c) On the  ninetieth  (90th)  day  following  full  execution  of this
Agreement,  Purchaser  shall pay to the  Escrow  Holder  the sum of One  Hundred
Thousand  ($100,000)  Dollars in immediately  available  federal funds (together
with the funds  deposited  in  accordance  with P. 1 (b),  above,  the  "Earnest
Money").  The Earnest Money is non-refundable  and shall immediately  become the
absolute  property of the Seller on the  ninety-first  (91st) day following full
execution of this Agreement.  Purchaser shall have no right to seek repayment of
all or any portion of the  Earnest  Money for any reason  whatsoever  except for
Seller's  cancellation due to the environmental  conditions set forth in Article
8, below.

         (d) On the one hundred  twentieth  (120th) day following full execution
of this  Agreement,  Purchaser shall deliver to the Escrow Holder the additional
sum of Seventy Five Thousand ($75,000) Dollars in immediately  available federal
funds  (together  with the Initial  Deposit,  the  "Deposit")  to be held by the
Escrow  Holder in a  federally  insured,  interest  bearing  account or group of
accounts.  The Deposit  shall be  disbursed  or applied by the Escrow  Holder in
accordance  with the  provisions of this  Agreement.  Interest  shall follow the
Deposit.

         (e) On the one hundred fiftieth (150th) day following full execution of
this Agreement,  Purchaser shall deliver to the Escrow Holder the additional sum
of Seventy Five Thousand  ($75,000)  Dollars in  immediately  available  federal
funds (to be added to and  constitute  the  "Deposit")  to be held by the Escrow
Holder in a federally  insured,  interest  bearing account or group of accounts.
The Deposit  shall be  disbursed or applied by the Escrow  Holder in  accordance
with the provisions of this Agreement. Interest shall follow the Deposit.

         (f) On the one hundred  eightieth  (180th) day following full execution
of this  Agreement,  Purchaser shall deliver to the Escrow Holder the additional
sum of Seventy Five Thousand ($75,000) Dollars in immediately  available federal
funds (to be added to and  constitute  the  "Deposit")  to be held by the Escrow
Holder in a federally  insured,  interest  bearing account or group of accounts.
The Deposit  shall be  disbursed or applied by the Escrow  Holder in  accordance
with the provisions of this Agreement. Interest shall follow the Deposit.

         (g) On the two hundred tenth (210th) day  following  full  execution of
this Agreement,  Purchaser shall deliver to the Escrow Holder the additional sum
of Seventy Five Thousand  ($75,000)  Dollars in  immediately  available  federal
funds (to be added to and  constitute  the  "Deposit")  to be held by the Escrow
Holder in a federally  insured,  interest  bearing account or group of accounts.
The Deposit  shall be  disbursed or applied by the Escrow  Holder in  accordance
with the provisions of this Agreement. Interest shall follow the Deposit.

         (h) The balance of the Purchase Price, namely Nine Million Five Hundred
Thousand  ($9,500,000)  Dollars  shall be  payable  at  Closing  in  immediately
available  federal  funds by wire  transfer or other form  acceptable to Seller,
subject to  satisfaction  of the mortgage  contingency  set forth in Article 13,
below.

<PAGE>

2.       CONTINGENCIES

         This Agreement is made upon the following conditions:

                  (a) Purchaser shall have an initial "due diligence"  period of
         ninety (90) days with the right to  terminate  for any  reason.  Before
         entering onto the Property of perform any aspect of its due  diligence,
         Purchaser  shall deliver to Seller  evidence of liability  insurance as
         provided for in ss. 7, below.

                  (b) Seller, at no cost or expense to them, shall cooperate and
         assist   Purchaser  in   obtaining   approval   from  the   appropriate
         governmental   authorities   allowing  the  Premises  to  be  used  for
         residential  purposes with a minimum density of 200 residential  units.
         Seller  agrees to sign all  necessary  documents to allow  Purchaser to
         apply  for the  approvals.  Purchaser  shall  have the  following  time
         periods within which to obtain the approvals:

<TABLE>
<CAPTION>
                                Number of Days Following
                            Execution and Delivery
                                    of the Agreement                               Action to be Completed
                   ------------------------------------------  -------------------------------------------------------
                    <S>                                        <C>
                                          120                           Filing Application for Development Under NJ
                                                               Municipal Land Use Law (NJSA 40:55D-1, et seq., the
                                                               "Law").

                                          165                             Application for Development deemed
                                                                 "complete" as provided for in the Law and being
                                                                 placed on the calendar for the first Public
                                                                 Hearing on the Application for
                                                                          Development.

                                          300                             Decision by the Planning Board or Zoning
                                                                 Board of Adjustment and reading and adoption of
                                                                 the memorializing resolution.
</TABLE>

                  (c) If any of  these  benchmarks  are not  accomplished  or if
         Purchaser does not waive all of those which have not been accomplished,
         then Seller may  terminate  this  Agreement  upon ten (10) days written
         notice to Purchaser,  provided that if Purchaser either: (a) cures such
         defect within the ten (10) day period; or (b) pays to Seller the sum of
         Seventeen  Thousand Five Hundred ($17,500) Dollars per each thirty (30)
         day period commencing on the 301st day following execution and delivery
         of the  Agreement,  which  payments  shall not be credited  against the
         Purchase Price, then Seller's  termination shall be deemed withdrawn as
         to that specific  item.  The extension of this  contingency  period may
         continue for up to, but not  exceeding,  a total of four (4) periods of
         thirty (30) days each, at the end of which  Seller's right to terminate
         this Agreement shall not be subject to

<PAGE>

         any further extensions without Seller's written agreement and upon such
         terms as Seller, in its sole discretion, shall require of Purchaser.

3.       SELLER'S REPRESENTATIONS

         Seller represents to Purchaser that:

                           (a) Seller is the sole owner of the Premises, and has
                  full  power,  authority  and  right to  execute,  deliver  and
                  perform this Agreement.

                           (b)  Seller  is a  corporation  which  has been  duly
                  formed and is in good standing  under the Laws of the State of
                  Delaware.

                           (c) Seller has neither  notice nor  knowledge  of any
                  pending  proceedings  for the taking of all or any  portion of
                  the Premises by  condemnation  or eminent  domain,  and to the
                  best of Seller'  knowledge no such  proceeding  is about to be
                  commenced.

                           (d)  Seller is not a  "foreign  person" as defined in
                  Section  1445(f)(3)  of the Internal  Revenue Code of 1986, as
                  amended (the "Code"). If Seller fails or refuses to deliver to
                  Purchaser at the closing a certificate  evidencing that Seller
                  is not a "foreign person", or if Seller is a "foreign person",
                  then Purchaser shall be entitled to withhold from the Purchase
                  Price a tax equal to ten  percent of the  Purchase  Price,  as
                  required by Section  1445 of the Code.  In the event of such a
                  withholding,  Purchaser  shall remit such tax to the  Internal
                  Revenue  Service and shall file the required  return,  and the
                  closing hereunder shall not be otherwise affected.

4.       PURCHASER'S REPRESENTATIONS

         Purchaser represents as follows:

(a) Purchaser  represents that Purchaser  possesses  sufficient funds,  together
with the mortgage as stated in this Agreement,  to close this transaction at the
stated purchase price.

5.       TENANCIES

         Seller represents that the Seller is one of the tenants at the Premises
occupying  approximately  fifty (50%) percent of the total Premises (the "Leased
Portion").  Purchaser  agrees  that  Seller may remain as a tenant at the Leased
Portion for a period of five (5) months commencing on the first day of the first
full month  following the closing (the "Lease  Period") at no cost or expense to
Seller other than payment of its fifty (50%) percent pro rata share of the costs
for utilities,  real estate taxes, sewer charges and insurance premiums, in such
amounts which are consistent with the current coverages (collectively, the "Pass
Through Expenses). Purchaser agrees that Stylecrest Fabrics, On-The-Mark, Pisces
Sports and ODK (collectively, the "Tenants") may each remain as a tenant for the
Lease Period as defined above. Seller agrees that

<PAGE>

Seller  shall,  at its sole cost and  expense,  cause  the  Tenants  to  vacate,
surrender and deliver up its leased  premises on or prior to the last day of the
Lease Period.  If any of the Tenants or Seller shall remain in possession  after
the end of the Lease Period (the  "Holdover") then Seller shall pay to Purchaser
the sum of $500 per day for each day of Seller's  Holdover  and $500 per day for
each day of each of the Tenant's Holdover.

6.       CONDITION OF PREMISES.

         Purchaser  shall  accept  title to the  Premises  in their  "as is" and
"where is"  condition on the date of the Closing and shall accept the  surrender
and  delivering  up of the Premises and the Leased  Portion,  as provided for in
Section 5, above, in their "as is" and "where is" condition.

7.       INSPECTIONS BY PURCHASER

         Purchaser  shall  have the  right  and the  option  to  enter  upon the
Premises to conduct  physical and  engineering  inspections  of the Premises and
undertake such other  inspections as Purchaser shall deem  appropriate  (through
Purchaser's  agents,  consultants  or  representatives,  as the case may be). No
inspections  permitted  under this  Agreement  shall take place unless and until
Purchaser and each of its agents,  consultants  or  representatives  provides to
Seller proof of insurance in the form of a Certificate  of Insurance  evidencing
liability  and  completed  operations  coverages  naming Seller as an additional
insured  in such  amounts  as Seller may  reasonably  accept.  Any damage to the
Premises  shall be  repaired  and  restored  by  Purchaser  it its sole cost and
expense.

8.       ENVIRONMENTAL COMPLIANCE

         Seller, to the best of its knowledge,  information and belief, state to
the Purchaser that:

                           (a) There is no pending claim,  lawsuit,  proceeding,
                  or  other  legal,  quasi-legal,  or  administrative  challenge
                  concerning  the Premises or the operation  thereof and no such
                  claim,  lawsuit,  proceeding or challenge is threatened by any
                  person or entity.

                           (b)  Seller is  presently  conducting  studies of the
                  environmental   condition  of  the  Premises  relating  to  an
                  underground  storage  tank  which may have  leaked.  Seller is
                  awaiting   advice   from   the  New   Jersey   Department   of
                  Environmental  Protection ("NJDEP") as to whether ground water
                  testing or monitoring  will be required.  If the cost to test,
                  monitor and  remediate  any  Hazardous  Substance  will exceed
                  $250,000, then Seller may terminate this Agreement at any time
                  prior to Closing by notice to Purchaser to be  dispatched  not
                  later than the 30th day  following the date that Seller learns
                  that  the  cost  will  exceed  $250,000.  If  Seller  does not
                  terminate this Agreement, then Seller shall be responsible for
                  all costs to test, monitor and remediate Hazardous  Substances
                  at the Premises both before and after Closing and shall obtain
                  from  NJDEP  a  "No  Further  Action"  letter   approving  the
                  remediation  as being  complete and permitting the sale of the
                  Premises to the Purchaser.  Purchaser shall execute and

<PAGE>

                  record  such  instrument  as  is  required  to  implement  and
                  complete such  remediation  under the Industrial Site Recovery
                  Act,  N.J.S.A.  13:1K-6 et seq. and N.J.S.A.  58:10B-1 et seq.
                  ("ISRA"),  including the instrument now known as a Deed Notice
                  ("Deed  Notice").  The Premises may be subject to  irrevocable
                  environmental   restrictions  as  NJDEP  may  determine  which
                  restrictions  shall  run  with the  land  and  shall  bind the
                  Premises in  perpetuity,  and all present and future owners or
                  operators  on the  Premises.  Purchaser  consents  to the Deed
                  Notice,    environmental    restrictions    and   such   other
                  institutional  controls  which  NJDEP may require in order for
                  Seller to obtain either a No Further  Action letter ("NFA") or
                  an Administrative Consent Order ("ACO") permitting the sale of
                  the  Premises,  provided,  however,  that no such Deed  Notice
                  shall limit or prevent the development and use of the Premises
                  for multi-family residential purposes.

         As used herein,  "Hazardous Substance" means any substance which listed
as  "hazardous" or "toxic" in the  regulations  implementing  the  Comprehensive
Environmental  Response  Compensation  and Liability Act  ("CERCLA"),  42 U.S.C.
Section 9601 et seq., the Resource  Conservation  and Recovery Act ("RCRA"),  42
U.S.C. Section 6901 et seq., or under applicable New Jersey law.

9.       CLOSING DATE

         The closing of title pursuant to this Agreement (the  "closing")  shall
be held at the offices of Purchaser's  attorney or Purchaser's  mortgage lender,
located  in Essex,  Bergen or Hudson  Counties  in New Jersey  thirty  (30) days
following  the  satisfaction  of  all  contingencies  for  mortgage   financing,
environmental  compliance  and  receipt  of  final  non-appealable  approval  of
Purchaser's  Application  for  Development  as provided  for in sub-part 2. (a),
above.

         If this  Agreement is properly  terminated by Purchaser as permitted by
any  provision of this  Agreement,  then the  Deposit,  exclusive of the Earnest
Money,  and all accrued  interest  shall be returned  to  Purchaser  and neither
Seller nor Purchaser shall have any further rights against or obligations to the
other.

10.      CONDITIONS OF CLOSING

         It shall be a condition to Purchaser's obligation to close title that:

                           (a) The  representations  of Seller set forth  herein
                  shall be true as of the Closing Date.

                           (b) The  covenants  of Seller set forth  herein shall
                  have been complied with as of the Closing Date.

                           (c) Seller  shall  convey to Purchaser a title to the
                  Premises in accordance with this Agreement.

<PAGE>

                           (d) Seller shall  deliver  possession of the Premises
                  to Purchaser on the Closing Date in the condition  required by
                  this Agreement and in accordance with the terms, covenants and
                  conditions of this Agreement.

         Without  limiting  the other  rights of  Purchaser  and  subject to the
provisions  of Section 7, above,  Seller shall permit  Purchaser and such agents
and experts of  Purchaser as Purchaser  shall  designate  access to the Premises
during reasonable business hours, for purposes of such independent investigation
as Purchaser shall desire to conduct.  Any and all proposed  entries into tenant
space shall require reasonable notice to Seller of not less than 24 hours.

         Purchaser  shall have the right to assign this  Agreement of sale to an
entity to be formed by the  Purchaser,  in which the  Purchaser has an interest,
such  assignment  to be effective at the Closing.  Seller shall  designate  such
entity as the Grantee in the Deed to be  delivered at Closing.  Such  assignment
shall be deemed to be with full  recourse  until  the  payment  of the  purchase
price, in full.

11.      TITLE

Title to the Premises at Closing  shall be insurable at regular rates by a title
insurer  authorized  to  transact  business  in the State of New Jersey free and
clear of all liens and encumbrances, other than the continued right of Seller to
occupy the Premises.

12.      DEED

         At  Closing,  the  Seller  shall  execute,  acknowledge  and  deliver a
standard form of Bargain and Sale Deed with  Covenants  against  Grantor's  Acts
(the "Deed").

13.      MORTGAGE CONTINGENCY

         This Agreement is made upon the condition that Purchaser shall receive,
in writing, a mortgage  commitment within sixty (60) days following  Purchaser's
receipt of preliminary  approval of its  Application for Development as provided
for in P. 2 (a), above,  pursuant to which a lending  institution shall issue to
Purchaser a written  commitment in the usual form of such  institution to make a
conventional  first  mortgage  on  the  Premises  in  the  principal  amount  of
$7,500,000,  for a term of not less  than 10  years,  bearing  interest  at then
prevailing  rate  for such a loan.  Purchaser  shall  pay all  fees and  charges
required in connection with such application and loan.  Purchaser shall agree to
guarantee  the  Note  and  Mortgage  if  the  proposed  lender  requires  such a
guarantee.

         If such a  commitment  is not  issued  within  the  contingency  period
provided for in the preceding paragraph,  then, Purchaser may elect to terminate
this Agreement by delivering to Seller' attorney,  within 10 business days after
the  expiration  of said  period,  a written  notice of such  election.  If this
Agreement is terminated as provided above,  Seller shall direct Escrow Holder to
return the  Deposit,  exclusive of the Earnest  Money,  to  Purchaser,  with any
interest  earned thereon,  whereupon  Seller and Purchaser shall have no further
rights against each other hereunder.

<PAGE>

         Seller shall cooperate fully with the Purchaser and Purchaser's lending
institution  in the Purchaser  obtaining the mortgage,  at no cost or expense to
Seller.

14.      CLOSING DOCUMENTS

         Seller shall deliver to Purchaser at the closing:

                           (a) The Deed.

                           (b) A bill of sale for all  fixtures,  equipment  and
                  personal property included in this sale, with, if any.

                           (c) If the  title  examination  discloses  judgments,
                  bankruptcies  or other returns  against  other persons  having
                  names the same as or similar to Seller,  Seller shall  deliver
                  an affidavit  based upon  Seller'  knowledge  information  and
                  belief in the standard  form  utilized in Hudson  County,  New
                  Jersey  showing that such  judgments,  bankruptcies  and other
                  returns are not against Seller.

                           (d) A certificate  reaffirming the representations of
                  Seller and Purchaser  stated in this  Agreement as of the date
                  of the Closing.

15.      ADJUSTMENTS AND COSTS

         The following  shall be apportioned as of midnight of the day preceding
the Closing Date:

         (a) Real estate taxes,  water  charges and sewer rents,  if any, on the
basis of the lien period for which assessed. If on the Closing Date the tax rate
shall not have been fixed,  the  apportionment  shall be based upon the tax rate
for the  preceding  year  applied to the  latest  assessed  valuation;  however,
adjustment  will be made when the actual tax amount is determined.  If there are
water meters on the Premises,  Seller shall furnish  readings  thereof to a date
not more than fifteen days prior to the Closing  Date.  Meter  charges  shall be
apportioned  on the basis of the last  reading.  Upon the taking of a subsequent
actual reading,  such apportionment shall be readjusted.  The provisions of this
clause (a) shall survive the closing for a period of thirty (30) days.

         (b) Any  errors  in  computing  adjustments  at the  closing  shall  be
corrected after the closing.

         (c) If the  adjustments  result in a payment due Seller,  such  payment
shall be made at the closing by a cashier's or certified check of Purchaser.  If
the  adjustments  result in a  payment  due  Purchaser,  such  payment  shall be
credited against the cash portion of the Purchase Price due at the closing.

         (d) The amount of any unpaid  real  estate  taxes,  assessments,  water
charges and sewer rents which  Seller is  obligated  hereunder  to  discharge or
satisfy,  with any interest or penalties thereon, at the option of Seller may be
allowed  as a credit  to  Purchaser  at the  closing,  provided

<PAGE>

official  bills  therefor,  showing  the amount due  including  any  interest or
penalties to a date not less than two days after the Closing Date, are furnished
at the closing. If on the Closing Date there are any liens or encumbrances which
Seller is  obligated  hereunder to  discharge  or satisfy,  Purchaser  agrees to
provide at the closing, upon five days prior request,  separate certified checks
to  facilitate  the  discharge  or  satisfaction  of items  referred  to in this
paragraph.

         (e) If on the  Closing  Date  the  Premises  shall  be  affected  by an
assessment which is or may become payable in annual installments,  and the first
installment is then a lien, then only the installment then due and payable shall
be paid by Seller at the closing.

         (f) Seller shall pay any  applicable  transfer tax or stamp tax payable
by reason of the delivery of the deed.  Seller and  Purchaser  agree to execute,
swear to,  and cause to be filed any  applicable  transfer  tax  return or other
return required in connection with the closing.

         (g) Purchaser  shall pay any applicable tax or transfer fee arising out
of or relating to the permitted use of the Premises for residential purposes.

         (h) Rent for all  Tenants  (as that term is  defined  in ss. 5,  above)
shall be adjusted as of the Closing Date.  The term  "Tenants"  does not include
the Seller (again, see ss. 5, above).

16.      ESCROW CONDITIONS

         Escrow Holder shall hold the Deposit in accordance with this Agreement,
or a joint instruction signed by Seller and Purchaser,  or separate instructions
of like tenor signed by Seller and Purchaser,  or a final judgment of a court of
competent jurisdiction.

         Escrow Holder shall deposit the Deposit in an interest bearing account,
or invest the Deposit in treasury bills, certificates of deposit or other income
producing investments.

         Escrow Holder is held harmless by both Seller and Purchaser, other than
for gross  negligence or willful  misconduct and that in the event of a dispute,
Escrow  Holder  shall be  permitted  to  represent  Seller  in  negotiations  or
litigation, or both.

         In the event of any dispute  relating to this Agreement,  Escrow Holder
may act as legal counsel to Seller.

17.      BROKERAGE

         Seller and Purchaser  each represent and warrant to the other that they
have not dealt with any broker in connection  with this sale.  Each party hereby
indemnifies  the other against any claims by any real estate broker  arising out
of promises or agreements by that party with any such real estate  broker,  such
indemnification  to  include  all  damages,  settlements,  costs  and  expenses,
including reasonable attorney's fees.

<PAGE>

18.      NOTICES

         All notices,  demands and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been properly
given if delivered sent by United States  registered or certified  mail,  return
receipt  requested,  to  Seller  or  Purchaser,  as the  case  may be,  at their
addresses first above written,  or at such other addresses as they may designate
by notice given hereunder.  Copies of any such communication  shall be delivered
to The Law Offices of Dennis J. Oury,  LLC,  One  University  Plaza,  Suite 601,
Hackensack,  NJ 07601 if addressed to Purchaser,  and to Philip D. Neuer,  Esq.,
1875 McCarter Highway,  Newark,  New Jersey 07104 if addressed to Seller, in the
same manner as stated above in this Section 18.

19.      TAX-FREE EXCHANGE.

         Seller may elect to proceed with this transaction as part of a tax-free
exchange of like-kind  properties  under ss. 1031 of the Internal  Revenue Code.
Purchaser,  at no cost or expense to Purchaser and without altering any material
term or condition of this  Agreement,  shall cooperate with Seller in connection
with the proposed tax-free exchange.

20.      MISCELLANEOUS

         (a) The  representations  and warranties of Seller  hereunder shall not
survive the closing except as may be specifically provided for elsewhere in this
Agreement.

         (b) This Agreement may not be altered,  amended,  changed,  waived,  or
modified in any respect or particular unless the same shall be in writing signed
by Seller and Purchaser.

         (c) This  Agreement  shall be binding  upon and inure to the benefit of
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors and permitted assigns.

         (d) The Tax  Identification  or Social  Security  Numbers of Seller and
Purchaser are as follows:

         Seller:  22-1432053

         Purchaser:

         (e)      The  submission of this Agreement to Purchaser or its attorney
                  shall not be construed as an offer to sell the Premises on the
                  terms  and  conditions  stated  in this  document.  A  binding
                  agreement will be deemed to have come into existence only upon
                  the full  execution  and delivery of this  document,  which be
                  accomplished in counterparts, by both Seller and Purchaser.


<PAGE>


         IN  WITNESS  WHEREOF  Seller  and  Purchaser  have duly  executed  this
Agreement on the date first above written.

SELLER:
Jaclyn, Inc.

By: /s/ Robert Chestnov, President

BUYER:

By: /s/  John Crowley


<PAGE>


EXHIBIT A

                              PROPERTY DESCRIPTION

  [To be attached at the option of the Purchaser upon Purchaser obtaining, at
    Purchaser's sole cost and expense, a survey, certified to Seller and its
      attorney, and a metes and bounds description based upon that survey]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex99_1-f8k090705.txt
<DESCRIPTION>EX-99.1; PRESS RELEASE
<TEXT>
                                                                   EXHIBIT 99.01

                                                                            NEWS

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

                        JACLYN, INC. ANNOUNCES GRANT OF
              OPTION FOR THE SALE OF OFFICE AND WAREHOUSE FACILITY

                                                           FOR IMMEDIATE RELEASE

West New York, NJ, September 7, 2005....................Jaclyn,  Inc. (AMEX:JLN)
today  announced that it has granted to a third party 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.  As previously  announced,
Jaclyn currently uses approximately one-half of the 140,000 square foot West New
York facility (the remainder having been leased to third parties),  and has been
looking at  opportunities  to move to a space more  suitable for its present and
future needs.

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.  As Jaclyn  also
previously  announced,  it  anticipates  that  if the  proposed  transaction  is
consummated,  it would  move to  another  site in the  vicinity  of its  present
location.

Jaclyn noted that it has entered into an option  contract  only, and there is no
assurance that a sale of the property will be concluded.

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.

<PAGE>

   *                 *                *                 *                *

Jaclyn,  Inc.  is a designer,  manufacturer  and  marketer  of apparel,  women's
sleepwear,  infant's  and  childrens'  apparel,  handbags,  premiums and related
accessories. Our web site is at www.jaclyninc.com.
</TEXT>
</DOCUMENT>
</SUBMISSION>
