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): August 6, 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))


Item 1.01.   Entry into a Material Definitive Agreement.

        Jaclyn, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Option Contract of Sale dated as of September 7, 2005 between the Company and John Crowley (the “Optionee”), pursuant to which the Company granted to 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. Among other things, the Amendment grants to the Optionee up to an additional six-months to obtain necessary approvals from applicable governmental authorities for the contemplated use of the property as residential housing.

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

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: August 16, 2006 JACLYN, INC.


  By: /s/ Robert Chestnov
          Robert Chestnov, President

EXHIBIT INDEX

     Exhibit No.   Description

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