<SUBMISSION>
<ACCESSION-NUMBER>0000910680-06-000170
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20060217
<ITEMS>3.02
<ITEMS>9.01
<FILING-DATE>20060224
<DATE-OF-FILING-DATE-CHANGE>20060224
<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>06642675
</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>f8k021706.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): February 17, 2006
                                                         -----------------


                                  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 3.02.        UNREGISTERED SALES OF EQUITY SECURITIES.

         Jaclyn,  Inc. (the  "Company")  issued an aggregate of 29,000 shares of
its common stock, $1.00 par value per share ("Common Stock"),  during the period
from  December 9, 2005 2006 through  February 17, 2006 upon the exercise by four
individuals (the "optionees") of stock options previously  granted.  The Company
received an  aggregate  of $91,240 in cash from the  optionees in payment of the
exercise price for the issued shares.

         The Company is relying on an exemption from  registration  contained in
Section 4(2) of the Securities Act of 1933, as amended (the  "Securities  Act"),
in connection with the issuance of the shares of Common Stock. Each optionee has
represented, warranted and agreed, among other things, that the shares of Common
Stock issued upon the exercise of the applicable  options have been acquired for
his own  account,  for  investment  only  and not with a view to the  resale  or
distribution  thereof;  and understands  that the shares of Common Stock must be
held  indefinitely  unless the sale or other  transfer  thereof is  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available  at that time.  Each  optionee has also  represented  that he has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of his investment in the shares of Common Stock;
has  adequate  means of  providing  for his current  needs and  possible  future
contingencies;  is able to bear  the  economic  risks of his  investment  in the
shares  of Common  Stock;  is able to hold the  shares  of  Common  Stock for an
indefinite  period of time and has a  sufficient  net worth to sustain a loss of
his investment in the shares of Common Stock in the event any loss should occur;
and has had access to and received such documents and information concerning the
Company as he has requested.  A Securities Act restrictive legend will be placed
on any  certificate  representing  the shares of Common Stock and stop  transfer
instructions  will be placed on any such  certificates  as may be  necessary  or
appropriate  to, among other  things,  prevent a violation  of, or to perfect an
exemption  from,  the  registration  requirements  of the Securities Act and any
applicable state securities laws.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements of Businesses Acquired. Not Applicable.

         (b)      Pro Forma Financial Information. Not Applicable.

         (c)      Exhibits. Not Applicable.


<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:    February 24, 2006              JACLYN, INC.


                                        By: /s/ Anthony C. Christon
                                            ------------------------------------
                                            Anthony C. Christon,
                                            Chief Financial Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
