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 22, 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 Agreement of Lease dated as of September 1, 2006 (the “Lease”) with 195 Spring Valley Associates, LLC (“Spring Valley”), under which the Company has leased an office building (including the underlying land and other improvements) located in Maywood, New Jersey (the “Leased Premises”), to which the Company intends to relocate its executive offices later this year. The lease has a 10-year term, and grants to the Company an option to purchase the Leased Premises at any time during the term of the Lease at a purchase price not to exceed $3,075,000, plus increases based on a multiple of the consumer price index.

        Spring Valley is the prospective purchaser of the Leased Premises, with the closing of the purchase expected to take place by the end of August, or shortly thereafter. The Company intends to provide Spring Valley with $2,200,000 in mortgage financing, to be secured by a first priority mortgage in favor of the Company on the land, office building, and other customary rights of the mortgagor.

Item 8.01.   Other Events.

        On August 22, 2006, the Company issued a press release relating to, among other things, the matters disclosed 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 99.01 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   Agreement of Lease dated as of September 1, 2006 between the Company and 195 Spring Valley Associates, LLC.

         99.01   Press Release of the Company dated August 22, 2006.


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 23, 2006 JACLYN, INC.


  By: /s/ Robert Chestnov
          Robert Chestnov, President

EXHIBIT INDEX

     Exhibit No.   Description

         10.01   Agreement of Lease dated as of September 1, 2006 between the Company and 195 Spring Valley Associates, LLC.

         99.01   Press Release of the Company dated August 22, 2006.