Form 10-Q Quarterly Report
                           --------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q

|X|    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended      May 27, 2000
                              ---------------------------------------

                                       OR

|_|    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________________ to ________________

Commission file number                1-5901
                      -----------------------------------------------------


                              Fab Industries, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      13-2581181
--------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer)
  incorporation or organization)                     Identification No.)

  200 Madison Avenue, New York N.Y.                       10016
--------------------------------------------------------------------------------
(Address of principal executive office)                (Zip Code)

                                 (212) 592-2700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                      N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year;
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes x     No
                                        ----      ----

        CLASS                               Shares Outstanding at July 11, 2000
----------------------------                -----------------------------------
Common stock, $.20 par value                            5,330,389

<PAGE>

                      FAB INDUSTRIES INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


PART 1 - FINANCIAL INFORMATION                       PAGE

          Table of Contents                                                 1

          Condensed Consolidated Statements of Operations
          13 Weeks ended May 27, 2000 and May 29, 1999                      2

         Condensed Consolidated Statements of Operations
          26 Weeks ended May 27, 2000 and May 29, 1999                      3

         Condensed Consolidated Balance Sheets (Asset Section)
          May 27, 2000 and November 27, 1999                                4

         Condensed Consolidated Balance Sheets (Liabilities and
         Stockholders' Equity Section)
         May 27, 2000 and November 27, 1999                                 5


         Condensed Consolidated Statements of Stockholders' Equity
          26 Weeks ended May 27, 2000                                       6

          Condensed Consolidated Statements of Cash Flows
          26 Weeks ended May 27, 2000 and May 29, 1999                      7


          Notes to Condensed Consolidated Financial Statements              8

PART II - OTHER INFORMATION

         Item 4. Submission of Matters to a Vote of Security Holders       15

         Item 6. Exhibits and Reports on Form 8-K                          16


Management's Discussion and Analysis of Financial Condition
and Results of Operations                                                  17


SIGNATURES                                                                 20

                                       (1)

<PAGE>

                      FAB INDUSTRIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        FOR THE 13 WKS ENDED
                                                   -----------------------------
                                                    May 27, 2000    May 29, 1999
                                                   -----------------------------


Net sales                                          $ 29,541,000    $ 37,467,000
Cost of goods sold                                   26,266,000      31,801,000
                                                   ------------    ------------
Gross profit                                          3,275,000       5,666,000
Selling, general and administrative expenses          3,619,000       4,112,000
                                                   ------------    ------------
Operating income (loss)                                (344,000)      1,554,000
                                                   ------------    ------------
 Other income (expense):
  Interest and dividend income                          963,000         686,000
  Interest expense                                      (25,000)        (17,000)
  Net gain on investment securities                     538,000         467,000
                                                   ------------    ------------
Total other income                                    1,476,000       1,136,000
                                                   ------------    ------------
Income before taxes                                   1,132,000       2,690,000

Taxes on income                                         300,000         708,000
                                                   ------------    ------------
Net Income                                         $    832,000    $  1,982,000
                                                   ============    ============


Earnings per share (Note 5):

      Basic                                              $ 0.16         $ 0.37

      Diluted                                            $ 0.16         $ 0.37

      Cash dividends declared per share                  $ 0.10         $ 0.175

See notes to consolidated financial statements.


                                       (2)
<PAGE>

                      FAB INDUSTRIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        FOR THE 26 WKS ENDED
                                                  ------------------------------
                                                   May 27, 2000    May 29, 1999
                                                  ------------------------------

Net sales                                          $ 57,880,000    $ 66,474,000
Cost of goods sold                                   52,154,000      60,562,000
                                                   ------------    ------------
Gross profit                                          5,726,000       5,912,000
Selling, general and administrative expenses          6,957,000       7,987,000
                                                   ------------    ------------
Operating income                                     (1,231,000)     (2,075,000)
                                                   ------------    ------------
 Other income (expense):
  Interest and dividend income                        1,825,000       1,523,000
  Interest expense                                      (36,000)        (30,000)
  Net gain on investment securities                     960,000         786,000
                                                   ------------    ------------
Total other income                                    2,749,000       2,279,000
                                                   ------------    ------------
Income before taxes                                   1,518,000         204,000

Taxes on Income                                         382,000          37,000
                                                   ------------    ------------
Net Income                                         $  1,136,000    $    167,000

Earnings per share (Note 5):

      Basic                                              $0.21            $0.03

      Diluted                                            $0.21            $0.03

      Cash dividend declared per share                   $0.275           $0.350


See notes to consolidated financial statements.


                                       (3)

<PAGE>

FAB INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

                              A S S E T S
                           -   -  -  -  -  -

<TABLE>
<CAPTION>
                                                                     AS OF
                                                     --------------------------------------
                                                     May 27, 2000       November 27, 1999
                                                     --------------------------------------
<S>                                                  <C>                <C>
Current Assets:

 Cash and cash equivalents (Note 2)                  $  8,189,000       $  6,078,000
 Investment securities available-for-sale (Note 3)     59,302,000         57,752,000
 Accounts receivable-net of allowance of
   $300,000 and $1,500,000 for doubtful accounts       18,229,000         21,417,000
 Inventories (Note 4)                                  24,340,000         24,002,000
 Other current assets                                   2,075,000          2,215,000
                                                     ------------       ------------
   Total current assets                               112,135,000        111,464,000
                                                     ------------       ------------

Property, plant and equipment - at cost               131,884,000        131,021,000
Less: Accumulated depreciation                         97,662,000         94,612,000
                                                     ------------       ------------
                                                       34,222,000         36,409,000

Other assets                                            4,059,000          4,305,000
                                                     ------------       ------------
                                                     $150,416,000       $152,178,000
                                                     ============       ============

</TABLE>

See notes to consolidated financial statements.


                                       (4)
<PAGE>


                   FAB INDUSTRIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS

                            L I A B I L I T I E S and
                         -------------------------------
                      S T O C K H O L D E R S' E Q U I T Y
                     --------------------------------------

                                                         AS OF
                                            ------------------------------------
                                            May 27, 2000      November 27,  1999
                                            ------------------------------------

Current liabilities:

 Accounts payable                           $  7,354,000         $  7,191,000
 Corporate income and other taxes              1,360,000            1,553,000
 Accrued payroll and related expenses          1,765,000            1,829,000
 Dividends payable                               534,000              946,000
 Other current liabilities 992,000               562,000
 Deferred income taxes                           101,000              517,000
                                            ------------         ------------
   Total current liabilities                  12,106,000           12,598,000
                                            ------------         ------------
Obligations under capital leases - net of
   current maturities                            385,000              409,000

Other noncurrent liabilities                   3,144,000            3,313,000

Deferred income taxes                          5,450,000            5,070,000
                                            ------------         ------------
    Total liabilities                         21,085,000           21,390,000
                                            ------------         ------------

Stockholders' equity                         129,331,000          130,788,000
                                            ------------         ------------
                                            $150,416,000         $152,178,000
                                            ============         ============


See notes to consolidated financial statements.


                                       (5)
<PAGE>

FAB INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 FOR THE 26 WEEKS ENDED MAY 27, 2000

<TABLE>
<CAPTION>

                                                Common Stock *
                                                ============                  Additional                      Loan to
                                                Number  of                    Paid-in         Retained        Employee Stock
                                  Total         Shares             Amount     Capital         Earnings        Ownership Plan
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>          <C>             <C>             <C>             <C>
Balance at
November 27, 1999           $ 130,788,000        6,591,944    $   1,319,000   $   6,967,000   $ 161,445,000   ($  5,537,000)

Net income                      1,136,000                                                         1,136,000

Change in net
unrealized holding
loss on  investment
securities available-for-
sale, net of taxes               (411,000)
                                 --------


Total comprehensive
income                            725,000

Cash dividends                                                                                   (1,471,000)

Purchase of
treasury stock                   (711,000)

---------------------------------------------------------------------------------------------------------------------------

Balance at
May 27, 2000                $ 129,331,000        6,591,944    $   1,319,000   $   6,967,000   $ 161,110,000   ($  5,537,000)
                            =============        =========    =============   =============   =============   =============
<CAPTION>
                                  Accumulated
                                    Other          Treasury Stock
                                 Comprehensive      =============
                                    Income          Number of
                                    (Loss)          Shares          Cost
                             -------------------------------------------------
Balance at
November 27, 1999                 ($411,000)      (1,188,389)   ($ 32,995,000)

Net income

Change in net
unrealized holding
loss on  investment
securities available-for-
sale, net of taxes                 (411,000)



Total comprehensive
income

Cash dividends
                                                                   (1,471,000)
Purchase of
treasury stock                                       (63,633)      (  711,000)


---------------------------------------------------------------------------------

Balance at
May 27, 2000                  ($    822,000)      (1,252,022)   ($ 33,706,000)
                              =============       ==========    =============

</TABLE>

* Common stock $0.20 par value - 15,000,000 shares authorized.
Preferred stock $1.00 par value - 2,000,000 shares authorized, none issued.

                 See notes to consolidated financial statements.


                                       (6)
<PAGE>

FAB INDUSTRIES, INC. AND SUBSIDIARIES
ONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       FOR THE 26 WKS ENDED
                                                    --------------------------
                                                    May 27, 2000  May 29, 1999
                                                    --------------------------

OPERATING ACTIVITIES:
Net Income                                          $ 1,136,000    $   167,000
 Adjustments to reconcile net income
 to  net cash provided by operating
 activities:
   Provision for doubtful accounts                      725,000        400,000
     Depreciation and amortization                    3,050,000      3,225,000
     Deferred income taxes                              237,000        (11,000)
     Net gain on investment securities                 (960,000)      (786,000)
     Compensation under restricted stock plan                 0         12,000
     Decrease (increase) in:
     Accounts receivable                              2,463,000     (1,031,000)
      Inventories                                      (338,000)     3,411,000
     Other current assets                               140,000       (217,000)
     Other assets                                       246,000        (29,000)
    (Decrease) increase in:
     Accounts payable                                   163,000     (1,457,000)
     Accruals and other liabilities                     (20,000)      (375,000)
                                                    -----------    -----------
     Net cash provided by
     operating activities                             6,842,000      3,309,000
                                                    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment          (863,000)    (2,130,000)

   Proceeds from sales of investment securities               0      1,195,000

   Acquisition of investment securities              (1,275,000)    (1,094,000)
                                                    -----------    -----------
   Net cash used in
   investing activities                              (2,138,000)    (2,029,000)
                                                    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchase of treasury stock                          (711,000)    (3,292,000)
   Dividends                                         (1,882,000)    (1,895,000)
   Exercise of stock options                                  0         54,000
                                                    -----------    -----------
   Net cash used in financing activities             (2,593,000)    (5,133,000)
                                                    -----------    -----------
   Increase/(Decrease) in cash and cash equivalents   2,111,000     (3,853,000)

   Cash and cash equivalents, beginning of period     6,078,000      6,078,000
                                                    -----------    -----------
   Cash and cash equivalents, end of period         $ 8,189,000    $ 2,225,000
                                                    ===========    ===========

   See notes to consolidated financial statements.


                                       (7)
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of presentation:

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Rule 10-01
of Regulation S-X of the Securities and Exchange Commission. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of only normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the 26 weeks ended May 27, 2000 are not necessarily indicative of
the results that may be expected for the entire fiscal year ending December 2,
2000. The balance sheet at November 27, 1999 has been derived from the audited
balance sheet at that date. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended November 27, 1999.


2.  Cash and cash equivalents consist of the following (in thousands):



                                                May 27, 2000  November 27, 1999
                                                ------------  -----------------

Cash                                               $1,480          $2,078

Tax-free short-term debt instruments                6,709           4,000
                                                    -----           -----
                                                   $8,189          $6,078
                                                   ======          ======


                                       (8)
<PAGE>

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3.  Investment Securities:

      At May 27, 2000 and November 27, 1999, investment securities
available-for-sale consist of the following (in thousands):

                                                Gross       Gross
                                                Unrealized  Unrealized
                                                Holding     Holding     Fair
May 27, 2000                            Cost    Gain        Loss        Value
---------------------------------    --------   ---------   ---------- ---------
Equities                             $  1,225   $     --    ($   48)   $  1,177

U.S. Treasury obligations
and cash equivalents                   14,995         27         --
                                                                         15,022


Tax-exempt obligations                 21,912          6       (696)
                                                                         21,222

Corporate bonds                        22,540         --       (659)     21,881
                                     --------   --------    --------    --------
                                     $ 60,672   $     33    ($ 1,403)   $ 59,302
                                     ========   ========    ========    ========



                                                Gross       Gross
                                                Unrealized  Unrealized
                                                Holding     Holding     Fair
May 27, 1999                            Cost    Gain        Loss        Value
---------------------------------    --------   ---------   ---------- ---------

Equities                             $  1,224   $     --    ($    25)   $  1,199

U.S. Treasury obligations              12,587          1          --      12,588

Tax-exempt obligations                 24,168         55        (380)     23,843

Corporate bonds                        20,457         19        (354)     20,122
                                     --------   --------    --------    --------
                                     $ 58,436   $     75    ($   759)   $ 57,752
                                     ========   ========    ========    ========


                                       (9)
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.  Inventories:

    The Company's inventories are valued at the lower of cost or market. Cost is
determined principally by the last-in, first-out ( (LIFO) method, with the
remainder being determined by the first-in, first-out (FIFO) method. Because the
inventory valuation under the LIFO method is based upon an annual determination
of inventory levels and costs as of the fiscal year-end, the interim LIFO
calculations are based on management's estimates of expected year-end inventory
levels and costs.



                                         May 27, 2000          November 27, 1999
                                         ------------          -----------------

Raw materials                            $ 7,965,000                $ 7,337,000
Work in process                            8,468,000                  7,871,000
Finished goods                             7,907,000                  8,794,000
                                         -----------                -----------
         Total                           $24,340,000                $24,002,000
                                         ===========                ===========

Approximate percentage of
inventories valued
under LIFO valuation                            54%                          53%

Excess of FIFO valuation
over LIFO valuation                     $  3,000,000               $  3,000,000
                                        ============               ============


                                      (10)
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Earnings Per Share:

     Basic and diluted earnings per share for the 13 weeks ended May 27, 2000
     and May 29, 1999 are calculated as follows:

                                                  Net                  Per-share
                                                Income        Shares    Amount
                                                ------        ------    ------

     For the 13 weeks ended May 27, 2000:
     Basic and diluted earnings per share      $  832,000    5,347,092   $0.16
                                               ==========    =========   =====

     For the 13 weeks ended May 29, 1999
     Basic earnings per share                  $1,982,000    5,413,898   $0.37
                                                                         =====

     Effect of assumed conversion of employee
     stock options                                     --        2,230
                                               ----------   ----------
     Diluted earnings per share                $1,982,000    5,416,128   $0.37
                                               ==========   ==========   =====



     Basic and diluted earnings per share for the 26 weeks ended May 27, 2000
     and May 29, 1999 are calculated as follows:





                                                    Net                Per-share
                                                  Income       Shares    Amount
                                                  ------       ------    ------
     For the 26 weeks ended May 27, 2000
     Basic and diluted earnings per share        $1,136,000    5,360,474   $0.21
                                                 ==========   ==========   =====

     For the 26 weeks ended May 29, 1999
     Basic earnings per share                    $  167,000    5,424,462   $0.03
                                                                           =====

     Effect of assumed conversion of employee
     stock options                                       --        9,261
                                                 ----------   ----------
     Diluted earnings per share                  $  167,000    5,433,723   $0.03
                                                 ==========   ==========   =====


                                      (11)
<PAGE>

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.  Segment Information:

         The Company's chief operating decision-maker is considered to be the
Chief Executive Officer (CEO). The Company's CEO evaluates both consolidated and
disaggregated financial information in deciding how to allocate resources and
assess performance. The Company has identified three reportable segments based
upon the primary markets it serves: Apparel Fabrics, Home Fashions and
Accessories and Other.

Apparel Fabrics: The Company is a major manufacturer of warp and circular knit
fabrics and raschel laces. The Company's textile fabrics are sold to a wide
variety of manufacturers of ready-to-wear and intimate apparel for men, women,
and children, including dresses and sportswear, children's sleepwear,
activewear, swimwear, and recreational apparel.

Home Fashions and Accessories: The Company uses its own textile fabrics
internally to produce 100% cotton jersey sheets, flannel and satin sheets, as
well as blankets, comforters and other bedding products which the Company sells
to department and specialty stores, catalogues and mail order companies as well
as airlines and healthcare institutions. The Company's textile fabrics are also
sold to manufacturers of home furnishings.

Other: The Company produces a line of ultrasonically, hot melt adhesive, flame
and adhesive bonded products for apparel, environmental, health care, industrial
and consumer markets. The Company's textile fabrics are sold to manufacturers of
industrial fabrics and upholstery fabrics for residential and contact markets.
The Company also sells retail over-the-counter fabrics.

         The Company neither allocates to the segments nor bases segment
decisions on the following:

                  - Interest and dividend income - Interest expense - Net gain
                  on investment securities - Income tax expense or benefit

        Many of the Company's assets are used by multiple segments. While
certain assets such as Inventory and Property, Plant and Equipment are
identifiable by segment, an allocation of the substantial remaining assets is
not meaningful.

                                 (in thousands)


                                        Home Fashions
26 Weeks Ended 05/27/00       Apparel   and Accessories      Other       Total
-----------------------       -------   ---------------      -----       -----
External sales              $ 46,983     $  6,252         $  4,645     $ 57,880
Intersegment sales             5,607           37              144        5,788
Operating income/(loss)       (2,737)       1,549              (43)      (1,231)
Segment assets                51,259        2,575            4,391       58,225


                                      (12)
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 (in thousands)


                                        Home Fashions
26 Weeks Ended 05/29/99       Apparel   and Accessories      Other       Total
-----------------------       -------   ---------------      -----       -----
External sales              $ 54,031     $  7,601        $  4,842     $ 66,474
Intersegment sales             6,538           30             322        6,890
Operating income/(loss)       (2,265)         574            (384)      (2,075)
Segment assets                53,024        2,506           4,396       59,926


                                                             26 Weeks Ended
                                                             --------------
Profit or Loss                                          May 27            May 29
--------------                                          ------            ------
                                                         2000              1999
                                                         ----              ----

Total operating income (loss) for segments           $  (1,231)       $ (2,075)
Total other income
                                                         2,749           2,279
                                                     -----------         -----
Income (loss) before taxes on income                 $   1,518         $   204
                                                     ===========       =======




                                        Home Fashions
13 Weeks Ended 05/27/00       Apparel   and Accessories      Other       Total
-----------------------       -------   ---------------      -----       -----
External sales                $ 24,046  $  3,294          $  2,201     $ 29,541
Intersegment sales               2,901        12                73        2,986
Operating income/(loss)         (1,176)      868               (36)        (344)



                                        Home Fashions
13 Weeks Ended 05/29/99       Apparel   and Accessories      Other       Total
-----------------------       -------   ---------------      -----       -----
External sales                $30,689     $ 4,018          $ 2,760     $37,467
Intersegment sales              3,131           8              135       3,274
Operating income/(loss)           959         486              109       1,554


                                                              13 Weeks Ended
Profit or Loss                                             May 27       May 29
--------------                                             ------       ------
                                                             2000         1999
                                                             ----         ----

Total operating income (loss) for segments               $  (344)      $ 1,554
Total other income                                          1,476        1,136
                                                         ----------    -------
Income (loss) before taxes on income                     $  1,132      $ 2,690
                                                         ==========    =======


                                      (13)
<PAGE>

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  Comprehensive Income (Loss):

         Accumulated other comprehensive income (loss) is comprised of
unrealized holding gain (loss) related to available-for-sale securities.
Comprehensive income (loss) was $725,000 and ($154,000) for the 26 weeks ended
May 27, 2000 and May 29, 1999, respectively and $660,000 and $1,773,000 for the
13 weeks ended May 27, 2000 and May 29, 1999, respectively.


8.  Contingencies:

         A number of claims and lawsuits seeking unspecified damages and other
relief are pending against the Company. It is impossible at this time for the
Company to predict with any certainty the outcome of such litigation. However,
management is of the opinion based upon information presently available, that it
is unlikely that any liability, to the extent not provided for through insurance
or otherwise, would be material in relation to the Company's consolidated
financial position.


                                      (14)
<PAGE>

PART II.  OTHER INFORMATION
---------------------------


Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

        The Company held its Annual Meeting of Stockholders on May 4, 2000. The
two matters submitted to a vote of the Company's stockholders were (i) the
election of two directors to Class III of the Company's Board of Directors and
(ii) the consideration of a proposal submitted by Mr. Ralph Young to urge the
Company's Board of Directors to retain the services of an investment banking
company for the purpose of studying and recommending the best course of action
between the choices of selling, liquidating or continuing the operations of the
Company.

        The Company's stockholders elected Messrs. Samson Bitensky and Frank S.
Greenberg to Class III of the Company's Board of Directors, to hold office until
the 2003 Annual Meeting of Stockholders and until their respective successors
are duly elected and qualified. The results of the voting were as follows:

                    Samson Bitensky
                    ---------------

                    Voted for                        4,590,004
                    Authority withheld                 473,852
                    Abstained                                0
                    Broker non-votes                         0


                    Frank S. Greenberg
                    ------------------

                    Voted for                        4,589,124
                    Authority withheld                 474,732
                    Abstained                                0
                    Broker non-votes                         0

                    The Company's stockholders rejected the stockholder
proposal. The results of the voting were as follows:

                    Voted for                        1,221,995
                    Voted Against                    3,297,407
                    Authority withheld                  81,915
                    Abstained                                0
                    Broker non-votes                         0


                                      (15)
<PAGE>

        PART II.  OTHER INFORMATION
        ---------------------------------------------


Item 6. Exhibits and Reports on Form 8-K
--------------------------------------------------

      a)    Exhibits: No exhibits are filed herewith except for Exhibit 27 which
            is filed with EDGAR filing only.


      b)    Reports on Form 8-K: The Registrant did not file any Current Reports
            on Form 8-K during the quarter ending May 27, 2000.


                                      (16)
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations
Second Quarter and Six Months
Fiscal 2000 Compared to Fiscal 1999
-----------------------------------

         Net sales for the second quarter of fiscal 2000 were $29,541,000 as
compared to $37,467,000 in the similar 1999 period, a decrease of 21.2%. For the
six months ended May 27, 2000, net sales were $57,880,000, a decline of
$8,594,000, or 12.9%, from 1999. Business conditions within the domestic textile
industry remained depressed and the Company has continued to experience
competitive market conditions, both domestic and foreign. U.S. firms are forced
to compete against a flood of cheap imports and falling demand for U.S. goods
overseas. These factors have continued to exert downward pressure on the
Company's sales levels.

     Gross margins for the second quarter 2000 as a percentage of sales declined
from 15.1% to 11.1%. Lower sales volume reduced operating schedules at
manufacturing plants. In the current quarter and in the comparative 1999 period
no adjustments to LIFO inventory reserves were required. For the six months
ended May 27, 2000, gross margins were 9.9% compared to 8.9% in 1999. In the
1999 six months, a reduction in LIFO inventory reserves arising principally from
lower average FIFO costs levels benefited margins in the amount of $1,095,000.
In the 2000 six months, no adjustments to LIFO inventory reserves were required.
The Company has intensified its cost control program.

     Selling, general and administrative expenses in the current quarter
decreased by $493,000 or 12.0%. Reduced expenses related primarily to
incentive-based compensation, lower related


                                      (17)
<PAGE>

salaries and salesmen commissions. As a percentage of sales, such costs
increased from 11.0% to 12.3% because of lower sales volume. For the six months
ended May 27, 2000, selling, general and administrative expenses decreased by
$1,030,000 or 12.9% and as a percentage of sales remained the same at 12.0%.

     Interest and dividend income for the current quarter increased by $277,000,
as a result of both higher average available balances and higher average rates.

     As a result of these factors, quarterly net income was $832,000, compared
to $1,982,000 in last year's second quarter.

     For the current quarter, basic and diluted earnings were $0.16 compared to
$0.37 last year. For the six months, basic and diluted earnings per share were
$0.21 compared to $0.03 last year.

Liquidity and Capital Resources
-------------------------------

         Operating activities for the six months period provided cash of
$6,842,000, as compared to $3,309,000 in the comparable 1999 period. Of this
increase, $3,494,000 relates to comparative changes in accounts receivable,
$1,975,000 in accounts payable and other liabilities, $632,000 to current and
other assets and $969,000 increase in net income offset by $3,749,000 in
inventories.

     Capital expenditures for the six months were $863,000 against $2,130,000 in
the comparable 1999 period.

     During the first six months of fiscal 2000, the Company repurchased 63,633
shares of its common stock at an average price of $11.17. The Company intends to
continue to purchase its shares of common stock from time-to-time as market
conditions warrant and price criteria are met.

     The Company declared a quarterly dividend of $0.10 per share, payable July
21, 2000, to stockholders of record as of June 9, 2000.


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<PAGE>

     Stockholders' equity was $129,331,000, ($24.22 book value per share) at May
27, 2000, as compared to $130,788,000, ($24.20 book value per share) at the
previous fiscal year-end November 27, 1999, and $132,252,000, ($24.45 book value
per share) at the end of the comparative 1999 second quarter. Management
believes that the current financial position of the Company is more than
adequate to internally fund any future expenditures to maintain, modernize and
expand its manufacturing facilities, and pay dividends.

Pending Accounting Pronouncements

     In June 1998, the FASB issued FAS 133, "Accounting for Derivative
Instruments and Hedging Activities", effective for years beginning after June
15, 1999. The effective date has been delayed to June 15, 2000, the Company's
fiscal year 2001, as a result of the FASB's issuance in August 1999 of FAS 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective date of FASB Statement No. 133". FAS 133 requires that all derivatives
be recorded on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
are either offset against the change in the fair value of assets, liabilities,
or firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company has not yet determined what the effect of FAS 133 will be on the
earnings and financial position of the Company.

FORWARD LOOKING INFORMATION

        Certain statements in this report are "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All
forward looking statements involve risks and uncertainties. In particular, any
statement contained herein, in press releases, written statements or other
documents filed with the Securities and Exchange Commission, or in the Company's
communications and discussions with investors and analysts in the normal course
of business through meetings, phone calls and conference calls, regarding the
consummation and benefits of future acquisitions, as well as expectations with
respect to future sales, operating efficiencies and product expansion, are
subject to known and unknown risks, uncertainties and contingencies, many of
which are beyond the control of the Company, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performances or achievements. Factors that might affect such forward looking
statements include, among other things, overall economic and business
conditions; the demand for the Company's goods and services; competitive factors
in the industries in which the Company competes; changes in government
regulation; changes in tax requirements (including tax rate changes, new tax
laws and revised tax law interpretations); interest rate fluctuations and other
capital market conditions, including foreign currency rate fluctuations:
economic and political conditions in international markets, including
governmental changes and restrictions on the ability to transfer capital across
borders; the ability to achieve anticipated synergies and other cost savings in
connection with acquisitions; the timing, impact and other uncertainties of
future acquisitions.


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<PAGE>

                                   SIGNATURES
--------------------------------------------------------------------------------

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: July 11, 2000                       FAB INDUSTRIES, INC.

                                           By:  /s/ David A. Miller
                                                -------------------------
                                                     David A. Miller

                                           Vice President-Finance, Treasurer
                                           And Chief Financial Officer
                                           (Principal Financial and Accounting
                                            Officer)