Form 10-Q/A Quarterly Report
                           --------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Amendment No. 1

                                       to

                                    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              February 27, 1999
                               ------------------------------------------

                                       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 April 13, 1999
---------------------------------------     ------------------------------------
     Common stock, $.20 par value                           5,414,738


<PAGE>

                      FAB INDUSTRIES INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


PART 1 - FINANCIAL INFORMATION                                              PAGE

          Table of Contents                                                   1

          Consolidated Statements of Operations
          13 Weeks ended February 27, 1999 and February 28, 1998              2

          Consolidated Balance Sheets (Asset Section)
           February 27, 1999 and November 28, 1998                            3

          Consolidated Balance Sheets (Liabilities and 
          Stockholders' Equity Section)
          February 27, 1999 and November 28, 1998                             4

          Consolidated Statements of Stockholders' Equity
          13 Weeks ended February 27, 1999                                    5

          Consolidated Statements of Cash Flows
          13 Weeks ended February 27, 1999 and February 28, 1998              6

          Consolidated Statements of Comprehensive Income (Loss)
          13 Weeks ended February 27, 1999 and February 28, 1998              7

          Notes to Consolidated Financial Statements                          8

PART II - OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K                             11


Management's Discussion and Analysis of Financial Condition
and Results of Operations                                                     12

SIGNATURES                                                                    17



                                      (1)
<PAGE>

                           FAB INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                  FOR THE 13 WKS ENDED
                                                                    -------------------------------------------
                                                                    February 27, 1999         February 28, 1998
                                                                    -------------------------------------------
                                                                       (Unaudited)                  (Unaudited)
<S>                                                                 <C>                       <C>    

Net sales                                                               $29,007,000                 $34,251,000
Cost of goods sold                                                       28,761,000                  29,918,000
                                                                    ---------------            ----------------
Gross profit                                                                246,000                   4,333,000

Selling, general and administrative expenses                              3,875,000                   3,309,000
                                                                   ----------------            ----------------
Operating income (loss)                                                  (3,629,000)                  1,024,000
                                                                   ----------------            ----------------
Other income (expense):
  Interest and dividend income                                              837,000                   1,124,000
  Interest expense                                                          (13,000)                    (15,000)
  Net gain on investment securities                                         319,000                     399,000
                                                                   ----------------            ----------------
Total other income                                                        1,143,000                   1,508,000
                                                                   ----------------            ----------------
Income (loss) before taxes                                               (2,486,000)                  2,532,000

Income tax expense (benefit)                                               (671,000)                    797,000
                                                                   ================            ================
Net Income (Loss)                                                     $  (1,815,000)               $  1,735,000



Earnings (Loss) per share: (Note 5)

      Basic                                                                  $(0.33)                      $0.31

      Diluted                                                                $(0.33)                      $0.30

</TABLE>

See notes to consolidated financial statements.



                                                        (2)


<PAGE>

FAB INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

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

<TABLE>
<CAPTION>

                                                                                        AS OF
                                                                   ----------------------------------------------
                                                                   February 27, 1999            November 28, 1998
                                                                   ----------------------------------------------
                                                                      (Unaudited)
<S>                                                                <C>                         <C>    

Current Assets:

 Cash and cash equivalents (Note 2)                                     $   4,514,000               $   6,078,000
 Investment securities available-for-sale (Note 3)                         47,867,000                  48,233,000
 Accounts receivable-net of allowance of
   $1,100,000 and $1,000,000 for doubtful accounts                         21,886,000                  27,979,000
 Inventories (Note 4)                                                      29,973,000                  32,213,000
 Other current assets                                                       2,472,000                   1,727,000
                                                                   ------------------            ----------------
   Total current assets                                                   106,712,000                 116,230,000
                                                                   ------------------            ----------------

Property, plant and equipment - at cost                                   129,958,000                 128,428,000
Less: Accumulated depreciation                                             90,024,000                  88,407,000
                                                                   ------------------            ----------------
                                                                           39,934,000                  40,021,000

Other assets                                                                4,072,000                   4,152,000
                                                                   ------------------            ----------------
                                                                         $150,718,000                $160,403,000
                                                                   ==================            ================

</TABLE>


See notes to consolidated financial statements.




                                                        (3)




<PAGE>

                   FAB INDUSTRIES, INC. AND SUBSIDIARIES
                   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
                      --------------------------------------

<TABLE>
<CAPTION>

                                                                                             AS OF
                                                                     ---------------------------------------------
                                                                     February 27, 1999           November 28, 1998
                                                                     ---------------------------------------------
                                                                       (Unaudited)
<S>                                                                  <C>                         <C>

Current liabilities:

 Accounts payable                                                       $     6,866,000             $    9,110,000
 Corporate income and other taxes                                               408,000                    768,000
 Accrued payroll and related expenses                                         1,187,000                  1,980,000
 Dividends payable                                                              948,000                    977,000
 Other current liabilities                                                      300,000                    495,000
 Deferred income taxes                                                        1,357,000                  1,538,000
                                                                     ------------------           ----------------
   Total current liabilities                                                 11,066,000                 14,868,000
                                                                     ------------------           ----------------
Obligations under capital leases - net of
   current maturities                                                           467,000                    486,000

Other noncurrent liabilities                                                  2,857,000                  2,817,000

Deferred income taxes                                                         4,806,000                  4,705,000
                                                                     ------------------           ----------------
    Total liabilities                                                        19,196,000                 22,876,000
                                                                     ------------------           ----------------

Stockholders' equity                                                        131,522,000                137,527,000
                                                                     ------------------           ----------------
                                                                           $150,718,000               $160,403,000
                                                                     ==================           ================


</TABLE>

See notes to consolidated financial statements.



                                                   (4)

<PAGE>

FAB INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE 13 WEEKS ENDED FEBRUARY 27,1999


<TABLE>
<CAPTION>

                                           Common Stock*                                                        Accumulated         
                                           ============              Additional               Loan to           Other           
                                           Number of                 Paid-in     Retained     Employee Stock    Comprehensive   
                                Total      Shares      Amount        Capital     Earnings     Ownership Plan    Income (Loss)   
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>          <C>           <C>          <C>          <C>              <C>

Balance at
November 28, 1998          $137,527,000    6,588,444   $1,318,000    $6,903,000   $164,714,000  ($6,327,000)      $550,000    

Net loss                     (1,815,000)                                            (1,815,000)

Cash dividends                 (948,000)
                                                                                      (948,000)

Exercise of
  stock options                  54,000        3,500        1,000        53,000

Purchase of
  treasury stock             (3,196,000)
                                                                                                                        

Compensation under
  restricted stock plan          12,000                                  11,000
                                                                                                                          

Change in net
unrealized holding
gain (loss) on  investment
securities available-for-
sale, net of taxes             (112,000)
                                                                                                                  (112,000)
------------------------------------------------------------------------------------------------------------------------------------
Balance at
February 27, 1999          $131,522,000    6,591,944   $1,319,000    $6,967,000   $161,951,000  ($6,327,000)      $438,000          
(Unaudited)                                                                                    
                           =========================================================================================================



                                  Unearned          Treasury Stock
                                  Restricted        ==============
                                  Stock             Number of
                                  Compensation      Shares         Cost
--------------------------------------------------------------------------------

Balance at
November 28, 1998                  ($1,000)        (1,005,081)     ($29,630,000)

Net loss                     

Cash dividends               

Exercise of
  stock options              

Purchase of
  treasury stock             
                                                     (172,125)       (3,196,000)

Compensation under
  restricted stock plan      
                                     1,000

Change in net
unrealized holding
gain (loss) on  investment
securities available-for-
sale, net of taxes           
--------------------------------------------------------------------------------
Balance at
February 27, 1999                       $0         (1,177,206)     ($32,826,000)
(Unaudited)                                     
                           =====================================================

</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.

                                                        (5)


<PAGE>

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

<TABLE>
<CAPTION>

                                                                FOR THE 13 WKS ENDED
                                                 -------------------------------------------------
                                                 February 27, 1999               February 28, 1998
                                                 -------------------------------------------------
                                                     (Unaudited)                    (Unaudited)
<S>                                              <C>                              <C>

OPERATING ACTIVITIES:
Net Income                                              ($1,815,000)                    $1,735,000
 Adjustments to reconcile net income
 to  net cash provided by operating
 activities:
   Provision for doubtful accounts                          100,000                        100,000
     Depreciation and amortization                        1,617,000                      1,270,000
     Deferred income taxes                                   (6,000)                       (40,000)
     Net gain on investment securities                     (319,000)                      (399,000)
     Compensation under restricted stock plan                12,000                         10,000
     Decrease (increase) in:
     Accounts receivable                                  5,993,000                      4,345,000
      Inventories                                         2,240,000                     (4,062,000)
     Other current assets                                  (745,000)                        16,000
     Other assets                                            80,000                       (164,000)
    (Decrease) increase in:
     Accounts payable                                    (2,244,000)                     1,077,000
     Accruals and other liabilities                      (1,356,000)                    (2,661,000)
                                                 ------------------               ----------------
     Net cash provided by
     operating activities                                 3,557,000                      1,227,000
                                                 ------------------               ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment            (1,530,000)                    (2,118,000)

   Proceeds from sales of investment securities           1,208,000                      1,764,000

   Acquisition of investment securities                    (709,000)                    (1,486,000)
                                                 ------------------               ----------------
   Net cash used in
   investing activities                                  (1,031,000)                    (1,840,000)
                                                 ------------------               ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchase of treasury stock                            (3,196,000)                        (1,000)
   Dividends                                               (948,000)                      (995,000)
   Exercise of stock options                                 54,000                         76,000
                                                 ------------------               ----------------
   Net cash used in financing activities                 (4,090,000)                      (920,000)
                                                 ------------------               ----------------
   Decrease in cash and cash equivalents                 (1,564,000)                    (1,533,000)

   Cash and cash equivalents, beginning of period         6,078,000                      4,574,000
                                                 ------------------               ----------------
   Cash and cash equivalents, end of period              $4,514,000                     $3,041,000
                                                 ==================               ================

</TABLE>

   See notes to consolidated financial statements.
                                                       (6)

<PAGE>

                      FAB INDUSTRIES, INC. AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                             FOR THE 13 WEEKS ENDED


<TABLE>
<CAPTION>

                                                        February 27, 1999          February 28, 1998
                                                        -----------------          -----------------
                                                           (Unaudited)                 (Unaudited)

<S>                                                     <C>                        <C>

Net Income (Loss)                                             ($1,815,000)                $1,735,000

Unrealized holding loss on investment
securities, available-for-sale, arising
during the period net of taxes of
$(74,000) and $(6,000)                                           (112,000)                    (9,000)
                                                        -----------------          -----------------
Comprehensive Income (Loss)                                   ($1,927,000)                $1,726,000
                                                        =================          =================


</TABLE>



                                                        (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 13 weeks ended February 27, 1999 are not necessarily  indicative
of the results that may be expected for the entire  fiscal year ending  November
27,  1999.  The balance  sheet at November  28, 1998 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  28,
1998.


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


<TABLE>
<CAPTION>

                                                    February 27, 1999                   November 28, 1998
                                                    -----------------                   -----------------
                                                      (Unaudited)
<S>                                                 <C>                                 <C>

Cash                                                           $1,152                              $1,458

Tax-free short-term debt instruments                            3,362                               4,620
                                                    -----------------                   -----------------
                                                               $4,514                              $6,078
                                                    =================                   =================

</TABLE>



                                                        (8)


<PAGE>

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.  Investment Securities:

     At  February  27,  1999  and  November  28,  1998   investment   securities
available-for-sale consist of the following (in thousands):

<TABLE>
<CAPTION>

                                                          Gross                Gross
                                                          Unrealized           Unrealized
                                                          Holding              Holding                   Fair
February 27, 1999 (Unaudited)              Cost           Gain                 Loss                      Value
-----------------------------           ----------        -----------          -----------            -----------
<S>                                     <C>               <C>                  <C>                    <C>    

Equities                                   $ 9,031           $    137                 ($34)               $ 9,134

U.S. Treasury obligations                       12                                                             12

Corporate bonds                              4,256                106                 (178)                 4,184

Tax-exempt obligations                      33,837                716                  (16)                34,537
                                        ----------        -----------          -----------            -----------
                                          $ 47,136            $   959                ($228)               $47,867
                                        ==========        ===========          ===========            ===========



                                                          Gross                Gross
                                                          Unrealized           Unrealized
                                                          Holding              Holding                Fair
November 28, 1998                          Cost           Gain                 Loss                   Value
-----------------------------           ----------        -----------          -----------            -----------

Equities                                   $ 9,885             $  331                 ($55)               $10,161

U.S. Treasury obligations                       14                                                             14

Corporate bonds                              4,698                139                ( 171)                 4,666

Tax-exempt obligations                      32,719                686                  (13)                33,392
                                        ----------        -----------          -----------            -----------
                                          $ 47,316             $1,156                ($239)               $48,233
                                        ==========        ===========          ===========            ===========

</TABLE>



                                                            (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 of
recent changes in the global marketplace and the resultant  unpredictability  of
future  changes  in yarn  prices,  the  Company  has based its LIFO  reserve  at
February 27, 1999 on actual rather than projected FIFO costs. This resulted in a
reduction in the LIFO reserve of $1,095,000 in the first quarter of fiscal 1999.
This  reduction  relates  principally  to a decline in the average  cost of yarn
purchased during the first quarter.

<TABLE>
<CAPTION>

                                                     February 27, 1999          November 28, 1998
                                                     -----------------          -----------------
                                                       (Unaudited)
<S>                                                  <C>                        <C>    



Raw materials                                          $  8,979,000                $ 9,090,000
Work in process                                          11,957,000                 14,177,000
Finished goods                                            9,037,000                  8,946,000
                                                  -----------------          -----------------
         Total                                          $29,973,000                $32,213,000
                                                  =================          =================

Approximate percentage of
   inventories valued
   under LIFO valuation                                          47%                        50%

Excess of FIFO valuation
   over LIFO valuation                                 $  3,500,000               $  4,595,000
                                                  =================          =================

</TABLE>

5.       Earnings Per Share:

         Basic and  diluted  earnings  (loss)  per share for the 13 weeks  ended
     February 27, 1999 and February 28, 1998 are calculated as follows:

<TABLE>
<CAPTION>

                                                                     Net
                                                                    Income                       Per-share
                                                                    (Loss)          Shares         Amount    
                                                                 ------------      ---------      -------
<S>                                                              <C>               <C>            <C>    

     For the 13 weeks ended February 27, 1999:

     Basic and Diluted loss per share                            ($1,815,000)      5,435,028       ($0.33)
                                                                 ------------      ---------      -------

     For the 13 weeks ended February 28, 1998:

     Basic earnings per share                                     $1,735,000       5,683,723        $0.31

     Effect of assumed conversion of employee
     stock options                                                          -         52,909        $0.01
                                                                 ------------      ---------      -------
     Diluted earnings per share                                   $1,735,000       5,736,632        $0.30
                                                                 ============      =========      =======
</TABLE>


                                                          (10)
<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 February 27, 1999.








                                      (11)
<PAGE>

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

Results of Operations
First Quarter
Fiscal 1999 Compared to Fiscal 1998
-----------------------------------

         Net sales for the first  quarter  of fiscal  1999 were  $29,007,000  as
compared to $34,251,000 in the similar 1998 period,  a decrease of $5,244,000 or
15.3%.  The Asian financial crisis has continued to take a sustained toll on the
U.S. Textile Manufacturing Sector, as 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.  These
conditions have to date continued into the second quarter.
         
   
         Gross  margins as a  percentage  of sales declined  from 12.7% to 0.8%.
Lower sales volume reduced  operating  schedules at  manufacturing  plants and a
less profitable mix also exerted  unfavorable  pressure on profit  margins.  The
Company is still incurring  start-up costs in connection with the second quarter
1998  acquisitions  of Lida Stretch Fabrics and SMS Textiles,  manufacturers  of
circular knit stretch  fabrics and wide elastic  fabrics,  respectively.  In the
1999 quarter,  a reduction in LIFO inventory  reserves arising  principally from
lower average FIFO cost levels benefited margins in the amount of $1,095,000.
    

         Selling,  shipping and  administrative  expenses in the current quarter
increased by $566,000 or 17.1%, and as a



                                      (12)

<PAGE>

percentage  of sales  increased  from  9.7% to 13.4%.  An  increase  in  selling
expenses of approximately  $650,000,  attributable primarily to the acquisitions
of LIDA Stretch  Fabrics and SMS Textiles  (acquired in the second quarter 1998)
was offset by lower incentive-based compensation and other related expenses. The
Company has instituted an expense containment program.

         Interest and dividend income decreased by $287,000 as a result of lower
average available balances.

         The Company has realized a tax benefit for the current quarter of 27.0%
compared  to an  effective  income  tax rate of 31.5%  in the  comparative  1998
period.

         As  a  result  of  these  factors,  the  Company  had  a  net  loss  of
$(1,815,000)for the current quarter compared to net income of $1,735,000 in last
year's first quarter.

         For the  current  quarter,  basic and  diluted  losses  per share  were
$(0.33)  compared to basic and diluted  earnings per share of $0.31 and $0.30 in
last years' first quarter. 

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

         Operating  activities  provided  cash  of  $3,557,000  and  $1,227,000,
respectively, for the 13 weeks ended February 27, 1999 and February 28, 1998. Of
this increase,  $6,302,000  relates to comparative  changes in inventories,  and
$1,648,000 in accounts  receivable,  which were offset by a $3,550,000 reduction
in net income and $2,016,000  related to changes in accounts  payable,  accruals
and other liabilities.

         Capital  expenditures for the quarter were  approximately  $1.5 million
compared to approximately $2.1 million in the 1998 period.

         During the  quarter,  the  Company  repurchased  172,125  shares of its
common stock at a cost of $3,196,000  (an average price of $18.57).  The Company
intends to continue to purchase

                                      (13)

<PAGE>

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 $0.175 per share,  payable
April 23, 1999, to stockholders of record as of March 17, 1999.

         Stockholders'  equity was  $131,522,000  ($24.29 per share) at February
27,  1999,  as compared to  $137,527,000,  or ($24.63 per share) at the previous
fiscal year-end  November 27, 1998, and  $138,708,000  ($24.39 per share) at the
end of the comparative 1998 first 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.






                                      (14)

<PAGE>

Compliance with Year 2000
-------------------------

         The Company has devoted significant resources and has taken steps in an
attempt to make the transition to the year 2000 successful and without incident.
Management  has  initiated  a Company  wide  program  to prepare  the  Company's
computer  systems,   hardware,   devices  and  other  equipment  for  year  2000
compliance.

         An inventory of hardware and software is being completed, including the
Company's centralized information system department,  distributed  technologies,
and process  control and  non-technical  components  such as checks and forms. A
primary plan for  remediation of the Company's  legacy systems is in place,  and
system and  program  changes  are being  implemented  and tested as they  become
ready.  The  Company  has  established  a  corporate  task force to monitor  the
progress  toward  the  resolution  of  identified  year 2000  issues.  All known
computer systems corrections are expected to be completed by June 30, 1999.

         The  Company  expects to incur  internal  staff  costs as well as other
expenses necessary to prepare its systems for the year 2000, including costs for
outside consultants.  The Company expects to resolve year 2000 compliance issues
primarily  through normal upgrades of its software or, when  necessary,  through
replacement of existing  software with year 2000 compliant  applications.  As of
March 1, 1999, the Company has incurred  approximately $95,000 of external costs
to address  the  Company's  year 2000  issues.  The total cost of this effort is
still being  evaluated,  but is not  expected  to be  material to the  Company's
results of operations or financial condition. However, there can be no assurance
that such  corrections can be completed on schedule or within estimated costs or
can successfully address the year 2000 compliance issues.

         The Company has provided  information  regarding the status of its year
2000  compliance  to customers who  requested.  The Company is in the process of
asking its major  customers  and  suppliers  to certify  that they are year 2000
compliant  or, if they are not yet so  compliant,  to provide the Company with a
description  of their plans to become so. If the  Company's  present  efforts to
address the year 2000  compliance  issues are not  successful,  or if customers,
suppliers  and other third parties with which the Company  conducts  business do
not  successfully  address  such  issues,  the  Company's  business,  results of
operations and financial condition could be materially and adversely affected.



                                      (15)



<PAGE>

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; and the Company's ability and its customers' and suppliers'
ability to replace,  modify or upgrade computer  programs in order to adequately
address Year 2000 issue.






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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: April 13, 1999                   FAB INDUSTRIES, INC.




                                         By: /s/ David A. Miller
                                             ---------------------------------
                                             David A. Miller
                                             Vice President-Finance, Treasurer
                                             and Chief Financial Officer
                                            (Principal Financial and Accounting
                                             Officer)




                                      (17)