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): November 29, 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
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          (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 1.02.        TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.

         On November 29, 2005 Jaclyn,  Inc. (the "Company")  terminated its 1996
Non-Employee  Director  Stock  Option Plan (the  "Plan").  Under the Plan,  each
non-employee  director  of the Company in office  immediately  after each annual
meeting of stockholders at which directors were elected,  and each  non-employee
director on the date such person was first elected a director, automatically was
granted an option to purchase 2,000 shares of the Company's Common Stock,  $1.00
par value per share.  Effective  upon the  termination  of the Plan,  no further
options may be granted under the Plan. Options previously granted under the Plan
are not affected by the termination,  will remain  outstanding and will continue
to be governed by the terms and conditions of the Plan and the respective  stock
option  contracts  between  the  Company  and the  optionees  relating  to those
options.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

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

         (b) Pro Forma Financial Information. Not Applicable.

         (c) Exhibits. None.

                                   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:    November 30, 2005                  JACLYN, INC.


                                            By: /s/ Anthony C. Christon
                                                --------------------------------
                                                Anthony C. Christon,
                                                Chief Financial Officer