**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C.  20549**
 
 **FORM
        10-Q**
 (Mark
        one)
 ý
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 For
        the
        quarterly period ended******July 31,
        2007**
 OR
 o
              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:  0-15535**
 
 **LAKELAND
        INDUSTRIES, INC.**
 
 (Exact
        name of Registrant as specified in its charter)
 Delaware
              
              13-3115216(State
                  of incorporation)
              
              (IRS
                  Employer Identification Number)**701
                  Koehler Avenue, Suite 7, Ronkonkoma, New York**
              
              **11779**(Address
                  of principal executive offices)
              
              (Zip
                  Code)**(631)
                  981-9700**(Registrant's
                  telephone number, including area code)
 
 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
ý  NO
o
 
 Indicate
        by check mark whether the registrant is an accelerated filer (as defined
        in Rule
        12b-2 of the Exchange Act).
 Large
                  Accelerated Filer  o
              Accelerated
                  Filer  ý
              Non-Accelerated
                  Filer o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 YES
o  NO  ý
  Indicate
        the number of shares outstanding of each of the issuer's classes of common
        stock, as of September 6, 2007
  Common
        Stock, $0.01 par value per share 5,523,288 shares
 
  
  **LAKELAND
        INDUSTRIES, INC.**
 **AND
        SUBSIDIARIES**
 
 **Table
        of Contents**
 
 The
        following information of the Registrant and its subsidiaries is submitted
        herewith:
 
 **PART
                  I - FINANCIAL INFORMATION:**Item
                  1.
              Financial
                  Statements (unaudited):
              PageIntroduction
              3Condensed
                  Consolidated Balance Sheets July 31, 2007 and January
                  31, 2007
              4Condensed
                  Consolidated Statements of Income for the Three and
                  Six Months Ended July 31, 2007 and 2006
              5Condensed
                  Consolidated Statement of Stockholders' Equity – Six
                  Months Ended July 31, 2007
              6Condensed
                  Consolidated Statements of Cash Flows – Six Months
                  Ended July 31, 2007 and 2006
              7Notes
                  to Condensed Consolidated Financial
                  Statements
              8Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition and
                  Results of Operations
              15Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market
                  Risk
              23Item
                  4.
              Controls
                  and Procedures
              23**PART
                  II - OTHER INFORMATION:**Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              24Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              24Signatures
              26
 
 
 
  
  **LAKELAND
        INDUSTRIES, INC.**
 **AND
        SUBSIDIARIES**
 **PART
                  I -**
              **FINANCIAL
                  INFORMATION**
 Item1.
              Financial
                  Statements:
 
 Introduction
  **SPECIAL
        NOTE REGARDING FORWARD-LOOKING STATEMENTS**
  This
        10-Q
        may contain certain forward-looking statements.  When used in this
        10-Q or in any other presentation, statements which are not historical in
        nature, including the words “anticipate,” “estimate,” “should,” “expect,”
“believe,” “intend,” “project” and similar expressions are intended to identify
        forward-looking statements.  They also include statements containing a
        projection of sales, earnings or losses, capital expenditures, dividends,
        capital structure or other financial terms.
  The
        forward-looking statements in
        this 10-Q are based upon our management’s beliefs, assumptions and expectations
        of our future operations and economic performance, taking into account the
        information currently available to us.  These statements are not
        statements of historical fact.  Forward-looking statements involve
        risks and uncertainties, some of which are not currently known to us that
        may
        cause our actual results, performance or financial condition to be materially
        different from the expectations of future results, performance or financial
        condition we express or imply in any forward-looking statements.  Some
        of the important factors that could cause our actual results, performance
        or
        financial condition to differ materially from expectations are:
  ·
              Our
                  ability to obtain fabrics and components from suppliers and manufacturers
                  at competitive prices or prices that vary from quarter to
                  quarter;
 ·
              Risks
                  associated with our international manufacturing and start up sales
                  operations;
 ·
              Potential
                  fluctuations in foreign currency exchange
                  rates;
 ·
              Our
                  ability to respond to rapid technological
                  change;
 ·
              Our
                  ability to identify and complete acquisitions or future
                  expansion;
 ·
              Our
                  ability to manage our growth;
 ·
              Our
                  ability to recruit and retain skilled employees, including our
                  senior
                  management;
 ·
              Our
                  ability to accurately estimate customer
                  demand;
 ·
              Competition
                  from other companies, including some with greater
                  resources;
 ·
              Risks
                  associated with sales to foreign
                  buyers;
 ·
              Restrictions
                  on our financial and operating flexibility as a result of covenants
                  in our
                  credit facilitates;
 ·
              Our
                  ability to obtain additional funding to expand or operate our business
                  as
                  planned;
 ·
              The
                  impact of a decline in federal funding for preparations for terrorist
                  incidents;
 ·
              The
                  impact of potential product liability
                  claims;
 ·
              Liabilities
                  under environmental laws and
                  regulations;
 ·
              Fluctuations
                  in the price of our common stock;
 ·
              Variations
                  in our quarterly results of
                  operations;
 ·
              The
                  cost of compliance with the Sarbanes-Oxley Act of 2002 and rules
                  and
                  regulations relating to corporate governance and public
                  disclosure;
 ·
              The
                  significant influence of our directors and executive officer on
                  our
                  company and on matters subject to a vote of our
                  stockholders;
 ·
              The
                  limited liquidity of our common
                  stock;
 ·
              The
                  other factors referenced in this 10-Q, including, without limitation,
                  in
                  the sections entitled “Management’s Discussion and Analysis of Financial
                  Condition and Results of Operations,” and
                  “Business.”
 We
        believe these forward-looking statements are reasonable; however, you should
        not
        place undue reliance on any forward-looking statements, which are based on
        current expectations.  Furthermore, forward-looking statements speak
        only as of the date they are made.  We undertake no obligation to
        publicly update or revise any forward-looking statements after the date of
        this
        10-Q, whether as a result of new information, future events or
        otherwise.  In light of these risks, uncertainties and assumptions,
        the forward-looking events discussed in this Form 10-Q might not
        occur.  We qualify any and all of our forward-looking statements
        entirely by these cautionary factors.
 
 3
 
 **LAKELAND
        INDUSTRIES, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 
 **ASSETS**
              
              July
                  31, 2007
                (Unaudited)
              
              
              January
                  31, 2007Current
                  assets:Cash
              
              $
              1,640,664
              
              
              $
              1,906,557Accounts
                  receivable, net of allowance for doubtful accounts of  $89,500
                  at  July 31, 2007 and $103,000 at January 31,
                  2007
              
              
              12,137,916
              
              
              
              14,780,266Inventories,
                  net of reserves of  $637,000 at  July 31, 2007 and
                  $306,000 at January 31, 2007
              
              
              43,716,714
              
              
              
              40,955,739Deferred
                  income taxes
              
              
              1,438,983
              
              
              
              1,355,364Other
                  current assets
              
              
              4,350,422
              
              
              
              3,115,722Total
                  current assets
              
              
              63,284,699
              
              
              
              62,113,648Property
                  and equipment, net of accumulated depreciation of$7,157,000
                  at  July 31, 2007 and $6,707,000 at January 31,
                  2007
              
              
              11,720,041
              
              
              
              11,084,030Goodwill
              
              
              871,297
              
              
              
              871,297Other
                  assets
              
              
              116,846
              
              
              
              129,385$
              75,992,883
              
              
              $
              74,198,360**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  liabilities:Accounts
                  payable
              
              $
              4,655,536
              
              
              $
              3,055,339Accrued
                  expenses and other current liabilities
              
              
              1,629,465
              
              
              
              1,270,623Total
                  current liabilities
              
              
              6,285,001
              
              
              
              4,325,962Deferred
                  income taxes
              
              
              27,227
              
              
              
              27,227Construction
                  loan payable (net of current maturity of $94,000)
              
              
              312,321
              
              
              
              -----Borrowings
                  under revolving credit facility
              
              
              2,550,000
              
              
              
              3,786,000Commitments
                  and contingenciesStockholders'
                  equity:Preferred
                  stock, $.01 par; authorized 1,500,000 shares(none
                  issued)Common
                  stock, $.01 par; authorized 10,000,000 shares;issued
                  and outstanding 5,523,288 shares at  July 31, 2007 and 5,521,824
                  at January 31, 2007
              
              
              55,233
              
              
              
              55,218Additional
                  paid-in capital
              
              
              49,086,983
              
              
              
              48,972,025Other
                  comprehensive loss
              
              
              (106,708
              )
              
              
              -----Retained
                  earnings (1)
              
              
              17,782,826
              
              
              
              17,031,928Stockholders'
                  equity
              
              
              66,818,334
              
              
              
              66,059,171$
              75,992,883
              
              
              $
              74,198,360
 
 
 (1)
        A cumulative total of $17,999,739 has been transferred from retained earnings
        to
        additional paid-in-capital and par value of common stock due to four separate
        stock dividends paid in 2002, 2003, 2005 and 2006, with $6,386,916 included
        in
        the year ended January 31, 2007.
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 4
 
 
 **LAKELAND
        INDUSTRIES, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 **(UNAUDITED)**
 
 
 THREE
                  MONTHS ENDEDJuly
                  31,
              
              
              SIX
                  MONTHS ENDED
                July
                  31,2007
              
              
              2006
              
              
              2007
              
              
              2006Net
                  sales
              
              $
              21,731,685
              
              
              $
              24,086,862
              
              
              $
              47,328,423
              
              
              $
              51,308,887Cost
                  of goods sold
              
              
              16,538,171
              
              
              
              17,621,040
              
              
              
              36,844,951
              
              
              
              38,310,335Gross
                  profit
              
              
              5,193,514
              
              
              
              6,465,822
              
              
              
              10,483,472
              
              
              
              12,998,552Operating
                  expenses
              
              
              4,278,432
              
              
              
              4,384,931
              
              
              
              8,573,579
              
              
              
              8,750,845Operating
                  profit
              
              
              915,082
              
              
              
              2,080,891
              
              
              
              1,909,893
              
              
              
              4,247,707Interest
                  and other income, net
              
              
              82,078
              
              
              
              18,184
              
              
              
              125,138
              
              
              
              32,985Interest
                  expense
              
              
              (57,518
              )
              
              
              (116,080
              )
              
              
              (111,126
              )
              
              
              (186,773
              )Income
                  before income taxes
              
              
              939,642
              
              
              
              1,982,995
              
              
              
              1,923,905
              
              
              
              4,093,919Provision
                  for income taxes
              
              
              172,592
              
              
              
              628,476
              
              
              
              561,007
              
              
              
              1,277,625Net
                  income
              
              $
              767,050
              
              
              $
              1,354,519
              
              
              $
              1,362,898
              
              
              $
              2,816,294Net
                  income per common share*:Basic
              
              $
              .14
              
              
              $
              .25
              
              
              $
              .25
              
              
              $
              .51Diluted
              
              $
              .14
              
              
              $
              .25
              
              
              $
              .25
              
              
              $
              .51Weighted
                  average common shares outstanding*:Basic
              
              
              5,522,604
              
              
              
              5,520,981
              
              
              
              5,522,214
              
              
              
              5,519,938Diluted
              
              
              5,543,407
              
              
              
              5,524,110
              
              
              
              5,540,906
              
              
              
              5,524,093
 *Adjusted
        for the 10% stock dividend to shareholders of record on April 30, 2005 and
        August 1, 2006.
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
  
 5
 
 **LAKELAND
        INDUSTRIES, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS'
        EQUITY**
 **(UNAUDITED)**
 Six
        months ended July 31, 2007
 
 Common
                  Stock
              
              
              Additional
                Paid-in
              
              
              Retained
              
              
              Other
                ComprehensiveShares
              
              
              Amount
              
              
              Capital
              
              
              Earnings
              
              
              Loss
              
              
              TotalBalance
                  February 1, 2007
              
              
              5,521,824
              
              
              $
              55,218
              
              
              $
              48,972,025
              
              
              $
              17,031,928
              
              
              $
              -----
              
              
              $
              66,059,171Net
                  Income
              
              
              -----
              
              
              
              -----
              
              
              
              -----
              
              
              
              1,362,898
              
              
              
              -----
              
              
              
              1,362,898Exercise
                  of Stock Option
              
              
              1,464
              
              
              
              15
              
              
              
              6,675
              
              
              
              -----
              
              
              
              -----
              
              
              
              6,690Effect
                  of Adoption of FIN 48(Note
                  10)
              
              
              -----
              
              
              
              -----
              
              
              
              -----
              
              
              
              (350,000
              )
              
              
              -----
              
              
              
              (350,000
              )Effect
                  of Adoption of SAB No. 108(Note
                  17)
              
              
              -----
              
              
              
              -----
              
              
              
              -----
              
              
              
              (262,000
              )
              
              
              -----
              
              
              
              (262,000
              )Other
                  Comprehensive Loss
              
              
              -----
              
              
              
              -----
              
              
              
              -----
              
              
              
              -----
              
              
              
              (106,708
              )
              
              
              (106,708
              )Stock
                  Based Compensation
              
              
              -----
              
              
              
              -----
              
              
              
              108,283
              
              
              
              -----
              
              
              
              -----
              
              
              
              108,283Balance
                  July 31, 2007
              
              
              5,523,288
              
              
              $
              55,233
              
              
              $
              49,086,983
              
              
              $
              17,782,826
              
              
              $
              (106,708
              )
              
              $
              66,818,334
 
 (Reflects
        four separate 10% stock dividends issued on July 31, 2002, 2003, April 30,
        2005
        and August 1, 2006, which resulted in a cumulative transfer of $17,999,739
        from
        retained earnings to additional paid-in capital and par value of common
        stock).
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 
 6
 
 **LAKELAND
        INDUSTRIES, INC.  AND
        SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 (UNAUDITED)
 
 SIX
                  MONTHS ENDEDJuly
                  31,2007
              
              
              2006Cash
                  Flows from Operating Activities:Net
                  income
              
              $
              1,362,898
              
              
              $
              2,816,294Adjustments
                  to reconcile net income to net cash providedby
                  operating activities:Stock
                  based compensation
              
              
              108,283
              
              
              
              42,451Reserve
                  for doubtful accounts
              
              
              (13,500
              )
              
              
              69,474Reserve
                  for inventory obsolescence
              
              
              330,490
              
              
              
              25,347Depreciation
                  and amortization
              
              
              513,933
              
              
              
              501,466Deferred
                  income tax
              
              
              (83,619
              )
              
              
              -----Changes
                  in operating assets and liabilities:Decrease
                  in accounts receivable
              
              
              2,655,850
              
              
              
              1,624,716(Increase)
                  in inventories
              
              
              (3,091,465
              )
              
              
              (1,715,877
              )(Increase)
                  decrease in other assets
              
              
              (1,222,161
              )
              
              
              (670,651
              )Increase
                  (decrease) in accounts payable, accrued expenses and other
                  liabilities
              
              
              1,552,652
              
              
              
              (1,339,065
              )Net
                  cash provided by operating activities
              
              
              2,113,361
              
              
              
              1,354,155Cash
                  Flows from Investing Activities:Purchases
                  of property and equipment
              
              
              (1,149,944
              )
              
              
              (375,582
              )Net
                  cash used in investing activities
              
              
              (1,149,944
              )
              
              
              (375,582
              )Cash
                  Flows from Financing Activities:Proceeds
                  from Exercise of Stock Option
              
              
              6,690
              
              
              
              11,876Net
                  repayments under loan agreements
              
              
              (1,236,000
              )
              
              
              (218,000
              )Net
                  cash (used in) financing activities
              
              
              (1,229,310
              )
              
              
              (206,124
              )Net
                  (decrease) increase in cash
              
              
              (265,893
              )
              
              
              772,449Cash
                  and cash equivalents at beginning of period
              
              
              1,906,557
              
              
              
              1,532,453Cash
                  and cash equivalents at end of period
              
              $
              1,640,664
              
              
              $
              2,304,902
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 
 7
 
 **LAKELAND
        INDUSTRIES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**
 (Unaudited)
 
 ***1.***
              ***Business***
  Lakeland
        Industries, Inc. and Subsidiaries (collectively referred to as “we”, “us”, “our”
or “the Company"), a Delaware corporation, organized in April 1982, manufactures
        and sells a comprehensive line of safety garments and accessories for the
        industrial protective clothing and homeland security markets. The principal
        market for our products is the United States. In FY2007, the Company expanded
        its operations by opening sales offices and/or warehousing facilities in
        Chile,
        Japan, China and continued expanding its operations in Canada and the United
        Kingdom. The Company also purchased the Industrial Glove Assets of RFB Latex
        in
        New Delhi, India in November 2006. No customer accounted for more than 10%
        of
        net sales during the three and six month periods ended July 31, 2007and 2006,
        respectively.
  ***2.***
              ***Basis
                  of Presentation***
  The
        condensed consolidated financial statements included herein have been prepared
        by us, without audit, pursuant to the rules and regulations of the Securities
        and Exchange Commission and reflect all adjustments (consisting of only normal
        and recurring adjustments) which are, in the opinion of management, necessary
        to
        present fairly the consolidated financial information required
        therein.  Certain information and note disclosures normally included
        in financial statements prepared in accordance with accounting principles
        generally accepted in the United States of America (“GAAP”) have been condensed
        or omitted pursuant to such rules and regulations. While we believe that
        the
        disclosures are adequate to make the information presented not misleading,
        it is
        suggested that these condensed consolidated financial statements be read
        in
        conjunction with the consolidated financial statements and the notes thereto
        included in our Annual Report on Form 10-K filed with the Securities and
        Exchange Commission for the year ended January 31, 2007.
  The
        results of operations for the three and six month periods ended July 31,
        2007
        are not necessarily indicative of the results to be expected for the full
        year.
  ***3.     Principles
        of Consolidation***
  The
        accompanying condensed consolidated financial statements include the accounts
        of
        the Company and its wholly-owned subsidiaries.  All significant
        inter-company accounts and transactions have been eliminated.
 
 ***4.***
              ***Inventories:***
  Inventories
        consist of the following:
  July
                  31,
              
              
              January
                  31,2007
              
              
              2007Raw
                  materials
              
              $
              21,060,205
              
              
              $
              19,051,284Work-in-process
              
              
              3,171,923
              
              
              
              2,760,196Finished
                  Goods
              
              
              19,484,586
              
              
              
              19,144,259$
              43,716,714
              
              
              $
              40,955,739
 Inventories
        include freight-in, materials, labor and overhead costs and are stated at
        the
        lower of cost (on a first-in-first-out basis) or market.
  ***5.***
              ***Earnings
                  Per Share**:*
  Basic
        earnings per share are based on the weighted average number of common shares
        outstanding without consideration of common stock equivalents. Diluted earnings
        per share are based on the
  
 8
 
 weighted
        average number of common and common stock equivalents. The diluted earnings
        per
        share calculation takes into account the shares that may be issued upon exercise
        of stock options, reduced by the shares that may be repurchased with the
        funds
        received from the exercise, based on the average price during the
        period.
  The
        following table sets forth the computation of basic and diluted earnings
        per
        share at July 31, 2007 and 2006, adjusted, retroactively, for the 10% Stock
        dividends to Shareholders on April 30, 2005 and August 1, 2006.
  **Three
                  Months Ended**
              
              
              **Six
                  Months Ended****July
                  31,**
              
              
              **July
                  31,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**NumeratorNet
                    Income
              
              $
              767,050
              
              
              $
              1,354,519
              
              
              $
              1,362,898
              
              
              $
              2,816,294DenominatorDenominator
                  for basic earnings per share
              
              
              5,522,604
              
              
              
              5,520,981
              
              
              
              5,522,214
              
              
              
              5,519,938(Weighted-average
                  shares)Effect
                  of dilutive securities
              
              
              20,803
              
              
              
              3,129
              
              
              
              18,692
              
              
              
              4,155Denominator
                  for diluted earnings per share
              
              
              5,543,407
              
              
              
              5,524,110
              
              
              
              5,540,906
              
              
              
              5,524,093(adjusted
                  weighted average shares)Basic
                  earnings per share
              
              $
              .14
              
              
              $
              .25
              
              
              $
              .25
              
              
              $
              .51Diluted
                  earnings per share
              
              $
              .14
              
              
              $
              .25
              
              
              $
              .25
              
              
              $
              .51
 
  ***6.***
              ***Revolving
                  Credit Facility***
  At
        July
        31, 2007, the balance outstanding under our $25 million five year revolving
        credit facility amounted to $2.55 million. The credit facility is collateralized
        by substantially all of the assets of the Company. The credit facility contains
        financial covenants, including, but not limited to, fixed charge ratio, funded
        debt to EBIDTA ratio, inventory and accounts receivable collateral coverage
        ratio, with respect to which the Company was in compliance at July 31, 2007and
        for the period then ended. The weighted average interest rate for the three
        and
        six month periods ended July 31, 2007 was 6.0% and 5.99%,
        respectively.
 
 ***7.***
              ***Major
                  Supplier***
  We
        purchased 67.8% of our raw materials from one supplier during the six month
        period ended July 31, 2007. We expect this relationship to continue for the
        foreseeable future. If required, similar raw materials could be purchased
        from
        other sources; however, our competitive position in the marketplace would
        be
        adversely affected.
  ***8.***
              ***Employee
                  Stock Compensation***
  The
        Company’s Director’s Plan permits the grant of share options and shares to its
        Directors for up to 60,000 shares of common stock as stock
        compensation.  All stock options under this Plan are granted at the
        fair market value of the common stock at the grant date.  This date is
        fixed only once a year upon a Board Member’s re-election to the Board at the
        Annual Shareholders’ meeting which is the third Wednesday in June pursuant to
        the Director’s Plan and our Company By-Laws.  Directors’ stock options
        vest ratably over a 6 month period and generally expire 6 years from the
        grant
        date.
 
 9
 
 
 The
        following table represents our stock options granted, exercised, and forfeited
        during the first quarter of fiscal 2008.
 
 Stock
                  Options
              
              Number
                of
                  Shares
              
              
              Weighted
                  Average
                Exercise
                  Price per
                Share
              
              
              Weighted
                  Average
                Remaining
                Contractual
                  Term
              
              
              Aggregate
                Intrinsic
                ValueOutstanding
                  at January 31, 2007
              
              
              19,031
              
              
              $
              12.79
              
              
              3.5
                  years
              
              
              $
              35,778Exercised
                  Stock Option
              
              
              1,464
              
              
              $
              4.57
              
              
              
              -----
              
              
              
              -----Outstanding
                  at July 31, 2007
              
              
              17,567
              
              
              $
              12.79
              
              
              3.25
                  years
              
              
              $
              5,329Exercisable
                  at  July 31, 2007
              
              
              17,567
              
              
              $
              12.79
              
              
              3.25
                  years
              
              
              $
              5,329
 
 ***Restricted
        Stock Plan and Performance Equity Plan***
  On
        June
        21, 2006, the shareholders of the Company approved a restricted stock
        plan.  A total of 253,000 shares of restricted stock were authorized
        under this plan.  Under the restricted stock plan, eligible employees
        and directors are awarded performance-based restricted shares of the
        Corporation’s common stock.  The amount recorded as expense for the
        performance-based grants of restricted stock are based upon an estimate made
        at
        the end of each reporting period as to the most probable outcome of this
        plan at
        the end of the three year performance period. (e.g., baseline, minimum, maximum
        or zero).  In addition to the grants with vesting based solely on
        performance, certain awards pursuant to the plan have a time-based vesting
        requirement, under which awards vest from three to four years after issuance,
        subject to continuous employment and certain other
        conditions.  Restricted stock have the same voting rights as other
        common stock. Restricted stock awards do not have voting rights, and the
        underlying shares are not considered to be issued and outstanding until
        vested.
 
 The
        Company has granted up to a maximum of 141,559 restricted stock awards as
        of
        July 31, 2007. All of these restricted stock awards are non-vested at July
        31,
        2007 (97,449 shares at “baseline” and 54,329 shares at “minimum”) and have a
        weighted average grant date fair value of $13.09. The Company recognizes
        expense
        related to performance-based awards over the requisite service period using
        the
        straight-line attribution method based on the outcome that is
        probable.
 
 As
        of
        July 31, 2007, unrecognized stock-based compensation expense related to
        restricted stock awards totaled $1,197,583, before income taxes, based on
        the
        maximum performance award level.  Such unrecognized stock-based
        compensation expense related to restricted stock awards totaled $833,083
        and
        $476,759 at the baseline and minimum performance levels, respectively. The
        cost
        of these non-vested awards is expected to be recognized over a weighted-average
        period of three years.  The board has estimated the Company’s current
        performance level to be at the minimum level and expenses have been recorded
        accordingly.  The performance based awards are not considered stock
        equivalents for EPS purposes
 
 ***Stock-Based
        Compensation***
  The
        Company recognized total stock-based compensation costs of $108,283, of which
        $108,283 results from the 2006 Equity Incentive Plan, and $0 results from
        the
        Non-Employee Directors Option Plan for the six months ended July 31, 2007and
        $0
        for the six months ended July 31, 2006, respectively.  These amounts
        are reflected in selling, general and administrative expenses.  The
        total income tax benefit recognized for stock-based compensation arrangements
        was $39,000 and $0 for the six months ended July 31, 2007 and 2006,
        respectively.
 
 
 10
 
 ***9.***
              ***Manufacturing
                  Segment Data***
  Domestic
        and international sales are as follows in millions of dollars:
  Three
                  Months Ended
              
              
              Six
                  Months EndedJuly
                  31,
              
              
              July
                  31,**2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Domestic
              
              $
              17.9
              
              
              
              82.5
              %
              
              $
              21.5
              
              
              
              89.2
              %
              
              $
              39.9
              
              
              
              84.4
              %
              
              $
              45.7
              
              
              
              89.1
              %International
              
              
              3.8
              
              
              
              17.5
              %
              
              
              2.6
              
              
              
              10.8
              %
              
              
              7.4
              
              
              
              15.6
              %
              
              
              5.6
              
              
              
              10.9
              %Total
              
              $
              21.7
              
              
              
              100
              %
              
              $
              24.1
              
              
              
              100
              %
              
              $
              47.3
              
              
              
              100
              %
              
              $
              51.3
              
              
              
              100
              %
 
 We
        manage
        our operations by evaluating each of our geographic locations. Our North
        American operations include our facilities in Decatur, Alabama (primarily
        the
        distribution to customers of the bulk of our products and the manufacture
        of our
        chemical, glove and disposable products), Jerez, Mexico (primarily disposable,
        glove and chemical suit production) St. Joseph, Missouri and Shillington,
        Pennsylvania (primarily woven products production). We also maintain three
        manufacturing facilities in China (primarily disposable and chemical suit
        production) and a glove manufacturing facility in New Delhi, India. Our China
        facilities and our Decatur, Alabama facility produce the majority of the
        Company’s products. The accounting policies of these operating entities are the
        same as those described in Note 1 to our  Annual Report on Form 10-K
        for the year ended January 31, 2007. We evaluate the performance of these
        entities based on operating profit which is defined as income before income
        taxes, interest expense and other income and expenses. We have sales forces
        in
        Canada, Europe, Chile and China which sell and distribute products shipped
        from
        the United States, Mexico or China.
  The
        table below represents information about reported manufacturing segments
        for the
        three month periods noted therein:
 Three
                  Months Ended
                July
                  31,
                (in
                  millions of dollars)
              
              
              Six
                  Months Ended
                July
                  31,
                (in
                  millions of dollars)2007
              
              
              2006
              
              
              2007
              
              
              2006Net
                  Sales:North
                  America and other foreign
              
              $
              22.24
              
              
              $
              25.36
              
              
              $
              48.24
              
              
              $
              53.48China
              
              
              3.46
              
              
              
              3.0
              
              
              
              6.46
              
              
              
              5.6India
              
              
              .10
              
              
              
              (.06
              )
              
              
              .90
              
              
              
              .32Less
                  inter-segment sales
              
              
              (4.1
              )
              
              
              (4.2
              )
              
              
              (8.3
              )
              
              
              (8.1
              )Consolidated
                  sales
              
              $
              21.7
              
              
              $
              24.1
              
              
              $
              47.3
              
              
              $
              51.3Operating
                  Profit:North
                  America and other foreign
              
              $
              .44
              
              
              $
              2.1
              
              
              $
              1.25
              
              
              $
              3.62China
              
              
              .60
              
              
              
              .54
              
              
              
              .98
              
              
              
              .94India
              
              
              (.12
              )
              
              
              (.47
              )
              
              
              (.24
              )
              
              
              (.23
              )Less
                  inter-segment profit (loss)
              
              
              -----
              
              
              
              (.07
              )
              
              
              (.08
              )
              
              
              (.03
              )Consolidated
                  profit
              
              $
              .92
              
              
              $
              2.1
              
              
              $
              1.91
              
              
              $
              4.3Identifiable
                  Assets (at Balance Sheet date or change during quarter):North
                  America and other foreign
              
              $
              .1
              
              
              $
              .20
              
              
              $
              63.3
              
              
              $
              65.6China
              
              
              (.6
              )
              
              
              .20
              
              
              
              8.4
              
              
              
              6.9India
              
              
              -----
              
              
              
              -----
              
              
              
              4.3
              
              
              
              1.3Consolidated
                  assets
              
              $
              (.5
              )
              
              $
              .40
              
              
              $
              76.0
              
              
              $
              73.8Depreciation  and
                  Amortization Expense:North
                  America and other foreign
              
              $
              .15
              
              
              $
              .14
              
              
              $
              .31
              
              
              $
              .3China
              
              
              .11
              
              
              
              .09
              
              
              
              .20
              
              
              
              .2India
              
              
              -----
              
              
              
              -----
              
              
              
              -----
              
              
              
              -----Consolidated
                  depreciation expense
              
              $
              .26
              
              
              $
              .23
              
              
              $
              .51
              
              
              $
              .50
 
 
 11
 
 ***10.***
              ***Adoption
                  of FIN 48***
 
 *UNCERTAIN
        TAX POSITIONS.*Effective February 1, 2007, the first day of fiscal 2008,
        the Company adopted the provisions of Financial Accounting Standards Board
        (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,”
(“FIN 48”). FIN 48 prescribes recognition thresholds that must be met before a
        tax position is recognized in the financial statements and provides guidance
        on
        de-recognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. Under FIN 48, an entity may only recognize
        or continue to recognize tax positions that meet a "more likely than not"
        threshold. The Company recorded the cumulative effect of applying FIN 48
        as a
        $350,000 increase to the opening balance of retained earnings as of February
        1,
        2007, the date of adoption.
 
 The
        Company’s policy is to recognize interest and penalties related to income tax
        issues as components of income tax expense. The Company had approximately
        $60,000 of accrued interest as of February 1, 2007, which was included in
        the
        above $350,000 charge pursuant to FIN 48.
 
 The
        Company is subject to U.S. federal income tax, as well as income tax in multiple
        U.S. state and local jurisdictions and a limited number of foreign
        jurisdictions.   The Company’s Federal Income Tax returns for the
        fiscal years ended January 31, 2003, 2004 and 2005 have been audited by the
        Internal Revenue Service. Such audits are complete with one issue in dispute
        relating to deductions taken by the Company for charitable contributions
        of its
        stock in trade, and one other issue in dispute which would result in a timing
        difference. Such issues are in the Appellate Division of the Internal Revenue
        Service. An initial meeting was held in May 2007. Since the final result of
        these issues cannot be estimated by management at this time, in the first
        quarter of FY08, management has recorded a charge of $350,000 representing
        the
        government’s position plus interest.
 
 ***11.***
              ***Real
                  Estate Purchases***
  In
        June
        2006, the Company entered into an agreement to construct a distribution facility
        in Brantford, Ontario at a cost of approximately $2,200,000 (Canadian)
        ($2,061,840 US at the exchange rate at July 31, 2007). In order to finance
        the
        acquisition, the Company has arranged a term loan in the amount of $2,000,000
        (Canadian) bearing interest at the Business Development Bank of Canada’s
        floating base rate minus 1.25% (currently equal to 6.75%) and is repayable
        in
        240 monthly principal installments of $8,350 (Canadian) plus interest. The
        Company has drawn down $406,321 USD against this loan to fund construction
        in
        progress at July 31, 2007.
 
 ***12.***
              ***Related
                  Party Transactions***
  In
        connection with the asset purchase agreement, dated August 1, 2005, between
        the
        Company and Mifflin Valley, Inc., the Company entered into a five year lease
        agreement with the seller (now an employee of the Company) to rent the
        manufacturing facility owned by the seller an annual rental
        of  $57,504, or a per square foot rental of $3.10.  This
        amount was obtained prior to the acquisition from an independent appraisal
        of
        the fair market rental value per square feet.  In addition the Company
        has, starting January 1, 2006 rented 12,000 sq ft of warehouse space in PA
        from
        this employee, on a month by month basis, for the annual amount of $3.00
        per
        square foot.
 
 On
        March
        1, 1999, we entered into a one year (renewable for four additional one year
        terms) lease agreement with Harvey Pride, Jr., our Vice President of
        Manufacturing, for a 2,400 sq. ft. customer service office located next to
        our
        existing Decatur, Alabama facility. We paid an annual rent of $18,000 for
        this
        facility under the lease agreement in fiscal 2004 and 2005. This lease was
        renewed on March 1, 2004 through March 31, 2009 at the same rental
        rate.
 
 ***13.***
              ***Formation
                  of New Subsidiaries******and
                  Restructuring***
  On
        February 23, 2007, Lakeland Gloves and Safety Apparel Private Limited was
        formed
        to hold the assets of the Company’s recently purchased Indian business. On March
        27, 2007, Industrias Lakeland de S.A. de C.V. was formed to operate the new
        facilities in Jerez, Mexico.
 
 
 
 12
 
 The
        Company is closing its Celaya, Mexico manufacturing facility and opening
        a new
        and larger facility in Jerez, Mexico. Lakeland is making this change in
        facilities primarily to reduce the unit cost of its production. Jerez presents
        better labor, rental and transportation values than does our current Celaya
        plant and the Company believes it can realize savings of close to $500,000
        annually once the production move is fully implemented in October 2007. The
        new
        Jerez facility will also double our capacity in Mexico and will be used for
        specialty woven items that are not made in China due to high tariffs and
        or
        quotas imposed by most customs departments in North and South America on
        such
        goods, but not dutiable if made in Mexico under the NAFTA and other Latin
        American Trade Treaties. The Company has taken a $506,000 pretax write-off
        in
        its first quarter ended April 30, 2007, primarily attributable to $275,000
        in
        legally mandated severance costs to its Celaya employees, $134,000 in other
        termination costs and $97,000 in moving and start-up costs.
  ***14.***
              ***Mexican
                  Tax Situation***
  In
        August
        2001, Guanajuato Mexico, Secretaria de Hacienda Credito Publico (“Hacienda”)
        began an audit of our wholly-owned subsidiary Lakeland de Mexico de SA de
        CV.  The audit resulted in a claim by Hacienda for 9,195,254 Mexican
        Pesos (approximately $800,000 USD), in December 2002.  In June 2003
        Hacienda’s own Legal Department, in an administrative opinion, dismissed this
        deficiency in total.  In December 2003 the Hacienda Audit Department
        changed tactics and reinstated the deficiency based on new legal
        theories.  In response to this second claim, in March 2004 Lakeland de
        Mexico filed a Nullity Proceeding against Hacienda at the Tribunal Federal
        de
        Justica Fiscal Administrativa, Celaya, Guanajuato to nullify Hacienda’s tax
        liens and deficiencies.  On August 4, 2006 we were officially notified
        that the above described legal proceedings were decided in Lakeland’s favor by a
        three judge panel. The Hacienda tax authority then asked for a review from
        a
        higher court of the lower court’s holding. The higher Mexican court upheld the
        lower court’s holding on May 4, 2007 and this tax deficiency issue has been
        closed in Lakeland’s favor.
 
 ***15.***
              ***Indian
                  Glove Purchase***
  In
        November 2006, the Company closed on its contract to buy the Industrial Glove
        assets of RFB Latex, Ltd. (RFB) of New Delhi, India for a purchase price
        of
        approximately $3.4 million, subject to reconciliation of operations over
        the
        prior year and an audit.  Such assets consist of long-term land
        leases, buildings and equipment.  This purchase price is in addition
        to the cumulative outlay of approximately $1.5 million through November 15,
        2006
        which consists of the cost of the purchase option, inventory, receivables,
        operating losses to date and working capital.  The company is in the
        process of, subject to Indian law, liquidating its existing subsidiary and
        setting up a new subsidiary which will consummate the purchase
        transaction.
 
 ***16.***
              ***Derivative
                  Instruments and Foreign Currency
                  Exposure***
  The
        Company has foreign currency exposure, principally through sales in Canada
        and
        the UK and production in Mexico and China.  Management has commenced a
        hedging program to offset this risk by purchasing forward contracts to sell
        the
        Canadian Dollar, Euro and Great Britain Pound.  Such contracts for the
        Euro and Pound are largely timed to expire with the last day of the fiscal
        quarter, with a new contract purchased on the first day of the following
        quarter, to match the operating cycle of the company.  Management has
        decided not to hedge its long position in the Chinese Yuan.
 
 The
        Company accounts for its foreign exchange derivative instruments under Statement
        of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative
        Instruments and Hedging Activities,” as amended.  This standard requires
        recognition of all derivatives as either assets or liabilities at fair value
        and
        may result in additional volatility in both current period earnings and other
        comprehensive income as a result of recording recognized and unrecognized
        gains
        and losses from changes in the fair value of derivative
        instruments.
 
 The
        Company had one derivative instrument outstanding at July 31, 2007which was
        treated as a cash flow hedge intended for forecasted purchases of merchandise
        by
        the Company’s Canadian subsidiary.  The Company had no derivative
        instruments outstanding at July 31, 2006.  The change in the fair market
        value of the effective hedge portion of the foreign currency forward exchange
        contracts was an
 
 13
 
 unrealized
        loss of $106,708, for the six month period ended July 31, 2007and was recorded
        in other  comprehensive income (loss). It will be released into
        operations over 18 months based on the timing of the sales of the underlying
        inventory.  The release to operations will be reflected in cost of products
        sold.  During the period ended July 31, 2007, the Company recorded an
        immaterial loss in cost of goods sold for the remaining portion of the foreign
        currency forward exchange contract that did not qualify for hedge accounting
        treatment.  The derivative instrument was in the form of a foreign
        currency “participating forward” exchange contract. The “participating forward”
feature affords the Company full protection on the downside and the ability
        to
        retain 50% of any gains, in exchange for a premium at inception.  Such
        premium is built into the contract in the form of a different contract rate
        in
        the amount of $0.0160.
 
 ***17.***
              ***Adoption
                  of SAB No. 108***
  In
        September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
        Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year
        Misstatements when Quantifying Misstatements in Current Year Financial
        Statements.”  The transition provisions of SAB 108 permit the Company to
        adjust for the cumulative effect on retained earnings of immaterial errors
        relating to prior years. SAB 108 also requires the adjustment of any prior
        quarterly financial statements within the fiscal year of adoption for the
        effects of such errors on the quarters when the information is next presented.
        Such adjustments do not require previously filed reports with the SEC to
        be
        amended. The Company adopted SAB 108 at the end of fiscal 2007. In accordance
        with SAB 108, the Company has adjusted beginning retained earnings for fiscal
        2008 in the accompanying consolidated financial statements for the items
        described under “Elimination of Intercompany Profit in Inventory” below. The
        Company considers these adjustments to be immaterial to prior
        periods.
  *Elimination
        of Intercompany Profit in Inventory*
  As
        part
        of the Company’s routine testing for Sarbanes-Oxley compliance, it was
        determined that a report used for the calculation of the elimination of
        intercompany profit in inventory has not included finished goods inbound
        in
        transit, thereby serving to understate the amount of intercompany profit to
        be eliminated.
  The
        Company analyzed the effect of this adjustment on prior years to fiscal 2005
        and
        has quantified an adjustment of $262,000, net of taxes, over the effected
        period through fiscal 2007.  In accordance with the provisions of SAB 108,
        the Company decreased beginning retained earnings for fiscal year 2008 by
        $262,000 within the accompanying Condensed Consolidated Financial
        Statements.
  The
        Company does not believe that the net effect of this adjustment was material,
        either quantitatively or qualitatively, in any of the years covered by the
        review. In reaching that determination, the following quantitative measures
        were
        considered:
 *(in thousands)*
                
                
                
                
                
                
                
                **Net Adjustment, After****Net
                    deecrease to**
                
                
                **Net Income**
                
                
                **Tax as a
                    % of Net****Fiscal Year**
                
                **Net
                    Income**
                
                
                **As Reported**
                
                
                **Income As Reported**2007
                
                $
                154
                
                
                $
                5,104
                
                
                
                3.02
                %2006
                
                
                20
                
                
                
                6,329
                
                
                
                0.32
                %2005
                
                
                88
                
                
                
                5,016
                
                
                
                1.75
                %Total
                
                $
                262
                
                
                
                16,449
                
                
                
                1.59
                %
 
  *Impact
        of Adjustments*
  The
        impact of each of the items noted above, net of tax, on fiscal 2008 beginning
        balances are presented below:
  *(in thousands)*
                
                **Total**Inventory
                
                $
                (262
                )Retained
                    Earnings
                
                
                (262
                )Total
                
                $
                —
 
 
 14
 
 
 **Item
                  2.**
              **Management’sDiscussion and Analysis of Financial Condition and Results of
                  Operations**
  *You
        should read the following summary together with the more detailed business
        information and consolidated financial statements and related notes that
        appeared in our Form 10-K and Annual Report and in the documents that were
        incorporated by reference into our Form 10-K for the year ended January 31,
        2007.  This Form 10-Q may contain certain “forward-looking”
information within the meaning of the Private Securities Litigation Reform
        Act
        of 1995.  This information involves risks and
        uncertainties.  Our actual results may differ materially from the
        results discussed in the forward-looking statements.*
  **Overview**
  We
        manufacture and sell a comprehensive line of safety garments and accessories
        for
        the industrial protective clothing and homeland security markets. Our products
        are sold by our in-house sales force and independent sales representatives
        to a
        network of over 1000 safety and mill supply distributors. These distributors
        in
        turn supply end user industrial customers such as chemical/petrochemical,
        automobile, steel, glass, construction, smelting, janitorial, pharmaceutical
        and
        high technology electronics manufacturers, as well as hospitals and
        laboratories. In addition, we supply federal, state and local governmental
        agencies and departments such as fire and police departments, airport crash
        rescue units, the Department of Defense, the Centers for Disease Control,
        and
        numerous other agencies of the federal and state governments..
 
 We
        have
        operated manufacturing facilities in Mexico since 1995 and in China since
        1996.
        Beginning in 1995, we moved the labor intensive sewing operation for our
        limited
        use/disposable protective clothing lines to these facilities. In late 2006
        we
        acquired an Indian glove manufacturing operation to complement our existing
        string knit glove lines. Our facilities and capabilities in China, India
        and
        Mexico allow access to a less expensive labor pool than is available in the
        United States and permit us to purchase certain raw materials at a lower
        cost
        than they are available domestically. As we have increasingly moved production
        of our products to our facilities in Mexico and China, we have seen improvements
        in the profit margins for these products. We continue to move production
        of our
        reusable woven garments and gloves to these facilities and expect to continue
        this process through fiscal 2008. As a result, we expect to see continuing
        profit margin improvements for these product lines over time.
 
 **Critical
        Accounting Policies and Estimates**
  The
        preparation of our financial statements in conformity with accounting principles
        generally accepted in the United States requires us to make estimates and
        judgments that affect the reported amounts of assets, liabilities, net sales
        and
        expenses, and disclosure of contingent assets and liabilities. We base estimates
        on our past experience and on various other assumptions that we believe to
        be
        reasonable under the circumstances and we periodically evaluate these
        estimates.
 
 We
        believe the following critical accounting policies affect our more significant
        judgments and estimates used in the preparation of our consolidated financial
        statements.
 
 *Revenue
        Recognition.*We derive our sales primarily from our limited use/disposable
        protective clothing and secondarily from our sales of high-end chemical
        protective suits, reusable woven garments, fire fighting and heat protective
        apparel, gloves, arm guards and high visibility clothing.. Sales are recognized
        when goods are shipped to our distributors at which time title and the risk
        of
        loss passes. Sales are reduced for sales returns and allowances. Payment
        terms
        are generally net 30 days for United States sales and net 90 days for
        international sales.
 
 
 
 15
 
 *Inventories.*Inventories include freight-in, materials, labor and overhead costs
        and are
        stated at the lower of cost (on a first-in, first-out basis) or market.
        Provision is made for slow-moving, obsolete or unusable inventory.
 
 *Allowance
        for Doubtful Accounts.*We establish an allowance for doubtful accounts to
        provide for accounts receivable that may not be collectible. In establishing
        the
        allowance for doubtful accounts, we analyze the collectibility of individual
        large or past due accounts customer-by-customer. We establish reserves for
        accounts that we determine to be doubtful of collection.
 
 *Income
        Taxes and Valuation Reserves.*We are required to estimate our income taxes
        in each of the jurisdictions in which we operate as part of preparing our
        consolidated financial statements. This involves estimating the actual current
        tax in addition to assessing temporary differences resulting from differing
        treatments for tax and financial accounting purposes. These differences,
        together with net operating loss carry forwards and tax credits, are recorded
        as
        deferred tax assets or liabilities on our balance sheet. A judgment must
        then be
        made of the likelihood that any deferred tax assets will be realized from
        future
        taxable income. A valuation allowance may be required to reduce deferred
        tax
        assets to the amount that is more likely than not to be realized. In the
        event
        we determine that we may not be able to realize all or part of our deferred
        tax
        asset in the future, or that new estimates indicate that a previously recorded
        valuation allowance is no longer required, an adjustment to the deferred
        tax
        asset is charged or credited to net income in the period of such
        determination.
 
 *Valuation
        of Goodwill and Other Intangible Assets.*On February 1, 2002, we adopted
        Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other
        Intangible Assets,” which provides that goodwill and other intangible assets are
        no longer amortized, but are assessed for impairment annually and upon
        occurrence of an event that indicates impairment may have occurred. Goodwill
        impairment is evaluated utilizing a two-step process as required by SFAS
        No.
        142. Factors that we consider important that could identify a potential
        impairment include:  significant underperformance relative to expected
        historical or projected future operating results; significant changes in
        the
        overall business strategy; and significant negative industry or economic
        trends.
        When we determine that the carrying value of intangibles and goodwill may
        not be
        recoverable based upon one or more of these indicators of impairment, we
        measure
        any potential impairment based on a projected discounted cash flow
        method.  Estimating future cash flows requires our management to make
        projections that can differ materially from actual results.
 
 *Self-Insured
        Liabilities.*We have a self-insurance program for certain employee health
        benefits. The cost of such benefits is recognized as expense based on claims
        filed in each reporting period, and an estimate of claims incurred but not
        reported during such period. Our estimate of claims incurred but not reported
        is
        based upon historical trends. If more claims are made than were estimated
        or if
        the costs of actual claims increases beyond what was anticipated, reserves
        recorded may not be sufficient and additional accruals may be required in
        future
        periods. We maintain separate insurance to cover the excess liability over
        set
        single claim amounts and aggregate annual claim amounts.
 
 **Significant
        Balance Sheet Fluctuation July 31, 2007 as compared to January 31,
        2007**
  Cash
        decreased by $.266 million as a result of normal fluctuations in its uncollected
        funds deposited in its accounts. Accounts receivable decreased by $2.64 million
        as sales for the three months ended July 31, 2007 decreased by 15.1% from
        the
        three months ended April 30, 2007. This results in part from a normal seasonal
        reduction of sales for the second fiscal quarter and in part a result of
        the
        weak market as described more fully below. Inventory  increased by
        $2.76 million due to an increase in raw materials and work in process of
        $2.4
        million. An increase in finished goods of $.34 million was offset by an
        increase in inventory reserves of $.33 million and intercompany profit
        elimination of $.178 million. Overall inventories increased by $2.8 million
        from
        their January 2007 levels resulting from lower sales of Tyvek products in
        Q2
        FY08 compared with purchasing commitments to vendors and approximately a
        $1
        million increase in wovens to support a new customer. The Company has started
        to
        realize the benefits of its recent discounted purchases. Raw material purchasing
        continued at higher levels than normal in order to take advantage of discounts
        offered by suppliers.  Such discounts should positively impact our
        third and fourth quarter earnings as these discounted raw materials
        roll
 
 16
 
 through
        our international pipelines. Deferred income taxes increased by a $.084 million
        tax benefit for the India and Mexican operations.  Other current
        assets increased principally due to prepaid income taxes of $1.04 million
        for
        the US and Canada. Other assets include $1.94 million rebates related to
        the
        purchase of raw material. Accounts payable increased by $1.60 million as
        raw
        material purchased increased in the month of July 2007.
 
 At
        July
        31, 2007 the Company had an outstanding loan balance of $2.55 million under
        its
        facility with Wachovia Bank, N.A. compared with $3.786 million at January
        31,
        2007.  Total stockholder’s equity increased principally by the net
        income for the period of $1.363 million.
 
 
 For
                    the Three Months
                  Ended
                    July 31
                For
                    the Six Months
                  Ended
                    July 312007
                2006
                2007
                2006Sales
                100.00%
                100.00%
                100.00%
                100.00%Gross
                    Profit
                23.90%
                26.80%
                22.20%
                25.30%Selling,
                    general and administrative
                19.70%
                18.20%
                18.10%
                17.10%Income
                    from operations
                4.20%
                8.60%
                4.00%
                8.30%Income
                    before provision for income taxes
                4.30%
                8.20%
                4.10%
                8.00%Net
                    income
                3.50%
                5.60%
                2.90%
                5.50%
 
 **Six
        months ended July 31, 2007 as compared to the six months ended July 31,
        2006**
  *Net
        Sales.*Net sales decreased $3.98 million, or 7.8% to $47.3 million for the
        six months ended July 31, 2007 from $51.3 million for the six months ended
        July
        31, 2006.  The net decrease was comprised of decreased sales in Tyvek
        disposable garments of $3.0 million in the US and $.97 million in Canada
        primarily due to competitive market conditions, competitors rebate programs
        and
        lower government spending in our Chemical Protective garments by $346,000,
        and
        less revenue from India of $228,000 as a result of its shutdown for retooling
        during this fiscal year to date, counter balanced by growth in sales in our
        Chile, Japan and UK subsidiaries of $788,000. We expect to reopen this Indian
        facility by September 2007 so third quarter glove sales should begin to benefit
        from such a re-opening with full effect in the fourth quarter.  Sales
        in our fire gear and gloves declined by $426,000 compared to the same period
        last year. The decline in fire gear sales was due to all new NFPA standards
        and
        delayed Underwriter’s Laboratory (UL) certifications regarding the construction
        of fire gear, which hurt the entire industry in the first two quarters. The
        decline in glove sales was due to the loss of two customers, one of whom
        went
        out of business.
 
 *Gross
        Profit.*Gross profit decreased $2.5 million or 19.3% to $10.5 million for
        the six months ended July 31, 2007 from $13.0 million for the six months
        ended
        July 31, 2006.  Gross profit as a percentage of net sales decreased to
        22.2% for the six months ended July 31, 2007 from 25.3% for the six months
        ended
        July 31, 2006, primarily due to a sales rebate program to meet competitive
        conditions resulting in a $598,000 reduction in sales and higher Tyvek fabric
        costs. Such higher Tyvek costs resulted from Tyvek purchased earlier at no
        rebate charged to costs of goods sold for the months of April, May and into
        early June resulting in approximately $510,000 higher cost. The supply of
        this
        higher cost raw material has now been exhausted. Start-up costs related to
        the
        new foreign subsidiaries of approximately $343,000, partially offset by ongoing
        cost reduction programs in component and service-purchasing, shifting production
        from the US to China and Mexico, and a continuation of the plant restructuring
        in Mexico, rework expenses on a chemical suit contract, and lower volumes
        in
        fire gear and gloves.
 
 17
 
 
 *Operating
        Expenses.*Operating expenses decreased $.177 million, or 2.0% to $8.6
        million for the six months ended July 31, 2007 from $8.75 million for the
        six
        months ended July 31, 2006.  As a percentage of sales, operating
        expenses increased to 18.1% for the six months ended July 31, 2007 from 17.1%
        for the six months ended July 31, 2006.  This increase as
        a percent of sales is largely due to reduced volume. The $.177 million
        decreases in operating expenses in the six months ended July 31, 2007 as
        compared to the six months ended July 31, 2006 were comprised of:
 
 o
              $0.22
                  million in higher professional and consulting fees, largely resulting
                  from
                  audit fees  and engineering fees related to
                  India.
 o
              $0.17
                  increase in R & D costs relating to UL certifications of fire gear and
                  other non-related certifications.
 o
              $0.06
                  million in share-based
                  compensation.
 o
              ($0.13)
                  million lower freight out costs resulting from slight relief in
                  prevailing
                  carrier rates and lower volume. o
              ($0.14)
                  million miscellaneous decreases. o
              ($0.06)
                  million in decreased bad debt
                  exposure.
 o
              ($0.06)
                  million in reduced bank charges resulting from reduced use of credit
                  cards
                  and a re-negotiation of the fee
                  structure.
 o
              ($0.23)
                  million decreased sales commissions and selling expenses due to
                  decreased
                  volume
 
 *Operating
        profit*. Operating profit decreased 55.0% to $1.91 million for the six
        months ended July 31, 2007 from $4.25 million for the six months ended July
        31,
        2006.  Operating margins were 4.0% for the six months ended July 31,
        2007 compared to 8.3% for the six months ended July 31, 2006.
 
 *Interest
        Expenses*.  Interest expenses decreased by $.075 million for the
        six months ended July 31, 2007 as compared to the six months ended July 31,
        2006
        because of lower amounts borrowed and steady interest rates under our credit
        facility.
 
 *Income
        Tax Expense*.  Income tax expenses consist of federal, state, and
        foreign income taxes.  Income tax expenses decreased $.717 million, or
        56%, to $.561 million for the six months July 31, 2007 from $1.28 million
        for
        the six months ended July 31, 2006.  Our effective tax rates were
        29.2% and 31.2% for the six months ended July 31, 2007 and 2006,
        respectively.  Our effective tax rate varied from the federal
        statutory rate of 34% due primarily to the Mexican restructuring costs charged
        to the first quarter largely not eligible for tax benefits offset by reduced
        domestic profits in the second quarter, and otherwise lower foreign tax rates,
        primarily resulting from greater profits resulting from outsourced production,
        reduced domestic profits in the second quarter, partially offset by
        state taxes and by start up losses in Chile and Japan which are not eligible
        for
        tax credits and for India in which a U.S. tax benefit of $84,000 was recorded
        at
        July 31, 2007.  These losses became eligible for the tax benefit as a
        result of the planned liquidation of the existing Indian subsidiary which
        will
        result in a bad debt deduction for the US parent company on its taxes for
        the
        uncollected portion of its loans and advances receivable from the Indian
        subsidiary.
 
 *Net
        Income*.  Net income decreased $1.45 million, or 51.6% to $1.36
        million for the six months ended July 31, 2007 from $2.82 million for the
        six
        months ended July 31, 2006. The decrease in net income primarily resulted
        from
        lower sales and meeting competitive conditions in our disposable garment
        division both in the USA and Canada, offset by the decreased operating expenses
        described above, and the combined operating losses of $306,000 of the new
        foreign operations and the Mexican plant closing of ($500,000). Earnings
        per
        share were $0.25 for the six months ended July 31, 2007 compared to $.51
        for the
        six months ended July 31, 2006 (after reflecting adjustments resulting from
        the
        10% stock dividend payable to holders of record August 1, 2006).
 
 **Three
        months ended July 31, 2007 as compared to the three months ended July 31,
        2006**
  *Net
        Sales.*Net sales decreased $2.36 million, or 9.8% to $21.7 million for the
        three months ended July 31, 2007 from $24.09 million for the three months
        ended
        July 31, 2006.  The net decrease was comprised of decreased sales in
        disposable garments of $2.47 million in the US and $491,000 in
 
 18
 
 Canada
        primarily due to competitive market conditions, lower government spending
        in our
        Chemical Protective garments by $116,000 and less revenue from India of $49,000
        as a result of its shutdown for retooling during this quarter, partially
        offset
        by growth in sales in our Chile and UK subsidiaries of $490,000. We expect
        to
        reopen this Indian facility by September 2007 so third quarter glove sales
        should begin to benefit from such a re-opening with the full effect in the
        fourth quarter.  Sales in our fire gear and gloves declined by $44,000
        compared to the same period last year. The decline in fire gear sales was
        due to
        all new NFPA standards and delayed Underwriter’s Laboratory (UL) certifications
        regarding the construction of fire gear, which hurt the entire industry in
        the
        first quarter. The decline in glove sales of $71,000 was due to the loss
        of two
        customers, one of whom went out of business.
 
 *Gross
        Profit.*Gross profit decreased $1.3 million or 19.7% to $5.2 million for
        the three months ended July 31, 2007 from $6.5 million for the three months
        ended July 31, 2006.  Gross profit as a percentage of net sales
        decreased to 23.9% for the three months ended July 31, 2007 from 26.8% for
        the
        three months ended July 31, 2006, primarily due to two factors: the
        implementation of a sales rebate program to meet competitive conditions
        resulting in a $206,000 reduction in sales and higher Tyvek fabric costs.
        Such
        higher Tyvek costs result from Tyvek purchased earlier at no rebate charged
        to
        cost of goods sold for the months of April, May and into early June resulting
        in
        approximately $260,000 higher cost. The supply of this higher cost raw material
        has now been exhausted. Other contributing factors were start-up costs related
        to the new foreign subsidiaries of approximately $100,000, partially offset
        by
        ongoing cost reduction programs in component and service-purchasing, shifting
        production from the US to China and Mexico, continuation of the plant
        restructuring in Mexico, and lower volumes in fire gear and gloves.
 
 *Operating
        Expenses.*Operating expenses decreased $.106 million, or 1.6% to $4.3
        million for the three months ended July 31, 2007 from $4.4 million for the
        three
        months ended July 31, 2006. As a percentage of sales, operating expenses
        increased to 19.7% for the three months ended July 31, 2007 from 18.2% for
        the
        three months ended July 31, 2006. This increase as a percent of sales is
        largely
        due to reduced volume. The $.106 million decreases in operating expenses
        in the
        three months ended July 31, 2007 as compared to the three months ended July
        31,
        2006 were comprised of:
  o
              $0.11
                  increase in R & D costs relating to UL certifications of fire gear and
                  other non-related certifications. o
              $0.08
                  million in higher professional and consulting fees, largely resulting
                  from
                  audit fees and engineering fees related to
                  India.
 o
              $0.07
                  million miscellaneous net
                  increases. o
              ($0.09)
                  million lower freight out costs resulting from slight relief in
                  prevailing
                  carrier rates and lower volume.
 o
              ($0.18)
                  million decreased sales commissions and selling expenses due to
                  decreased
                  volume
 o
              ($.10)
                  reduced currency fluctuation, largely resulting from our hedging
                  activities.
 
 *Operating
        profit*. Operating profit decreased 56.0% to $.915 million for the three
        months ended July31, 2007 from $2.08 million for the three months ended July
        31,
        2006. Operating margins were 4.2% for the three months ended July 31, 2007
        compared to 8.6% for the three months ended July 31, 2006.
 
 *Interest
        Expenses*.  Interest expenses decreased by $.059 million for the
        three months ended July 31, 2007 as compared to the three months ended July
        31,
        2006 because of lower amounts borrowed and steady interest rates under our
        credit facility.
 
 *Income
        Tax Expense*.  Income tax expenses consist of federal, state, and
        foreign income taxes.  Income tax expenses decreased $.456 million, or
        72.5%, to $.173 million for the three months July 31, 2007 from $.628 million
        for the three months ended July 31, 2006. Our effective tax rates were 18.4%
        and
        31.7% for the three months ended July 31, 2007 and 2006, respectively. Our
        effective tax rate varied from the federal statutory rate of 34% due primarily
        to reduced domestic profits in the second quarter, and otherwise lower foreign
        tax rates, primarily resulting from greater profits resulting from
 
 19
 
 outsourced
        production partially offset by state taxes and by start up losses in Chile
        and
        Japan which are not eligible for tax credits and for India in which a U.S.
        tax
        benefit of $34,000 was recorded at July 31, 2007.  These losses became
        eligible for the tax benefit as a result of the planned liquidation of the
        existing Indian subsidiary which will result in a bad debt deduction for
        the US
        parent company on its taxes for the uncollected portion of its loans and
        advances receivable from the Indian subsidiary.
 
 *Net
        Income*.  Net income decreased $.587 million, or 43.4% to $.767
        million for the three months ended July 31, 2007 from $1.355 million for
        the
        three months ended July 31, 2006. The decrease in net income primarily resulted
        from lower sales and meeting competitive pricing conditions in our disposable
        garment division both in the USA and Canada, the increased operating expenses
        described above, and the combined operating losses of $116,000 of the new
        foreign operations and the ongoing  Mexican plant restructuring.
        Earnings per share were $0.14 for the three months ended July 31, 2007 compared
        to $0.25 for the three months ended July 31, 2006 (after reflecting adjustments
        resulting from the 10% stock dividend payable to holders of record August
        1,
        2006).
 
 **Liquidity
        and Capital Resources**
  *Cash
        Flows.*As of July 31, 2007 we had cash and cash equivalents of $1.6 million
        and working capital of $57.0 million, decreases of $.3 million and $.8 million,
        respectively, from January 31, 2007. Our primary sources of funds for conducting
        our business activities have been cash flow provided by operations and
        borrowings under our credit facilities described below.  We require
        liquidity and working capital primarily to fund increases in inventories
        and
        accounts receivable associated with our net sales and, to a lesser extent,
        for
        capital expenditures.
 
 Net
        cash
        provided by operating activities of $2.1 million for the six months ended
        July
        31, 2007 was due primarily to net income from operations of $1.4million,
        an
        increase in accounts payable accrued expenses and other liabilities of $1.6
        million, an increase in inventories of $3.1million and a decrease in accounts
        receivable of $2.7 million.  Net cash used in investing activities of
        $1.2 million in the six months ended July 31, 2007, was due to purchases
        of
        property and equipment.
 
 Net
        cash
        provided by operating activities of $1.4 million for the six months ended
        July
        31, 2006 was due primarily to net income from operations of $2.8 million,
        a
        decrease in accounts payable of $1.3 million, a decrease in inventories of
        $1.7
        million, an increase in accounts receivable of $1.6 million.  Net cash
        used in investing activities of $.38 million in the six months ended July
        31,
        2006, was due to purchases of property and equipment.
 
 We
        currently have one credit facility - a $25 million revolving credit, of which
        $2.55million of borrowings were outstanding as of July 31, 2007.  Our
        credit facility requires that we comply with specified financial covenants
        relating to fixed charge ratio, debt to EBIDTA coverage, and inventory and
        accounts receivable collateral coverage ratios.  These restrictive
        covenants could affect our financial and operational flexibility or impede
        our
        ability to operate or expand our business.  Default under our credit
        facility would allow the lender to declare all amounts outstanding to be
        immediately due and payable.  Our lender has a security interest in
        substantially all of our assets to secure the debt under our credit
        facility.  As of July 31, 2007, we were in compliance with all
        covenants contained in our credit facility.
 
 We
        believe that our current cash position of $1.6 million, our cash flow from
        operations along with borrowing availability under our $25 million revolving
        credit facility will be sufficient to meet our currently anticipated operating,
        capital expenditures and debt service requirements for at least the next
        12
        months.
 
 *Capital
        Expenditures*. Our capital expenditures principally relate to purchases of
        manufacturing equipment, computer equipment, and leasehold improvements,
        as well
        as payments related to the construction of our new facilities in China. Our
        facilities in China are not encumbered by commercial bank mortgages and thus
        Chinese commercial mortgage loans may be available with respect to these
        real
        estate assets if we need additional liquidity. Our capital expenditures are
        expected to be approximately $1.2 million for capital equipment, primarily
        computer equipment and apparel
 
 20
 
 manufacturing
        equipment in fiscal 2008, and approximately $2 million (Canadian) (approximately
        $1.8 US) for a new Canadian facility (some of which may be incurred in
        FY09).
 
 *Foreign
        Currency Exposure.*The Company has foreign currency exposure,
        principally through sales in Canada and the UK and production in Mexico and
        China.  Management has commenced a hedging program to offset this risk
        by purchasing forward contracts to sell the Canadian Dollar, Euro and Great
        Britain Pound.  Such contracts for the Euro and Pound are largely
        timed to expire with the last day of the fiscal quarter, with a new contract
        purchased on the first day of the following quarter, to match the operating
        cycle of the company.  Management has decided not to hedge its long
        position in the Chinese Yuan.











21








The
      Company accounts for its foreign exchange derivative instruments under Statement
      of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative
      Instruments and Hedging Activities,” as amended.  This standard requires
      recognition of all derivatives as either assets or liabilities at fair value
      and
      may result in additional volatility in both current period earnings and other
      comprehensive income as a result of recording recognized and unrecognized gains
      and losses from changes in the fair value of derivative
      instruments.





The
      Company had one derivative instrument outstanding at July 31, 2007 which was
      treated as a cash flow hedge intended for forecasted purchases of merchandise
      by
      the Company’s Canadian subsidiary.  The Company had no derivative
      instruments outstanding at July 31, 2006.  The change in the fair market
      value of the effective hedge portion of the foreign currency forward exchange
      contracts was a loss of  $106,708, for the six month period ended July
      31, 2007 and was recorded in other comprehensive (income) loss (see Note
      16).  It will be released into operations over 18 months based on the
      timing of the sales of the underlying inventory.  The release to operations
      will be reflected in cost of products sold.  During the period ended July
      31, 2007, the Company recorded an immaterial loss in cost of goods sold for
      the
      remaining portion of the foreign currency forward exchange contract that did
      not
      qualify for hedge accounting treatment.  The derivative instrument was
      in the form of a foreign currency “participating forward” exchange contract. The
“participating forward” feature affords the Company full protection on the
      downside and the ability to retain 50% of any gains, in exchange for a premium
      at inception.  Such premium is built into the contract in the form of
      a different contract rate in the amount of $0.0160.





**STAFF
      ACCOUNTING BULLETIN NO. 108, CONSIDERING THE EFFECTS OF PRIOR YEAR MISSTATEMENTS
      WHEN QUANTIFYING MISSTATEMENTS IN CURRENT YEAR FINANCIAL
      STATEMENTS**




As
      discussed under Recent Accounting Pronouncements in Note 17, in September 2006,
      the SEC issued SAB 108. The transition provisions of SAB 108 permit the Company
      to adjust for the cumulative effect on retained earnings of immaterial errors
      relating to prior years. SAB 108 also requires the adjustment of any prior
      quarterly financial statements within the fiscal year of adoption for the
      effects of such errors on the quarters when the information is next presented.
      Such adjustments do not require previously filed reports with the SEC to be
      amended. The Company adopted SAB 108 at the end of fiscal 2007. In accordance
      with SAB 108, the Company has adjusted beginning retained earnings for fiscal
      2008 in the accompanying consolidated financial statements for the items
      described below. The Company considers these adjustments to be immaterial to
      prior periods.


*Elimination
      of Intercompany Profit in Inventory*




As
      part
      of the Company’s routine testing for Sarbanes-Oxley compliance, it was
      determined that a report used for the calculation of the elimination of
      intercompany profit in inventory has not included finished goods inbound in
      transit.  The quantities of cases on hand to calculate this adjustment has
      been consistently based on the same report for many years, thus understating
      the
      amount of intercompany profit to be eliminated.




The
      Company analyzed the effect of this adjustment on prior years to fiscal 2005
      and
      has derived an adjustment of $262,000, net of taxes, over the effected period
      through fiscal 2007.  In accordance with the provisions of SAB 108, the
      Company decreased beginning retained earnings for fiscal year 2008 by $262,000
      within the accompanying Consolidated Financial Statements.




The
      Company does not believe that the net effect of this adjustment was material,
      either quantitatively or qualitatively, in any of the years covered by the
      review. In reaching that determination, the following quantitative measures
      were
      considered:







22








*(in thousands)*
              
              
              
              
              
              
              
              **Net Adjustment, After****Net
                  decrease to**
              
              
              **Net Income**
              
              
              **Tax as a
                  % of Net****Fiscal Year**
              
              **Net
                  Income**
              
              
              **As Reported**
              
              
              **Income As Reported**2007
              
              $
              154
              
              
              $
              5,104
              
              
              
              3.02
              %2006
              
              
              20
              
              
              
              6,329
              
              
              
              0.32
              %2005
              
              
              88
              
              
              
              5,016
              
              
              
              1.75
              %Total
              
              $
              262
              
              
              
              16,449
              
              
              
              1.59
              %




*Impact
      of Adjustments*




The
      impact of each of the items noted above, net of tax, on fiscal 2008 beginning
      balances are presented below:




*(in thousands)*
            
            
            **Total**Inventory
            
            
            $
            (262)Retained
                Earnings
            
            
            (262)Total
            
            
            $
            —








**Item
                3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**





There
      have been no significant changes in market risk from that disclosed in our
      Annual Report on Form 10-K for the fiscal year ended January 31,
      2007.




**Item
                4.**
            **Controls
                and Procedures**





*Evaluation
      of Disclosure Controls and Procedures* - Lakeland Industries, Inc.’s Chief
      Executive Officer and Chief Financial Officer, after evaluating the
      effectiveness of Lakeland Industries, Inc.’s disclosure controls and procedures
      (as defined in Rule 13a-15(e) or 15d-15(c) under the Securities Exchange Act)
      as
      of the end of the period covered by this report, have concluded that, based
      on
      the evaluation of these controls and procedures, the Company’s disclosure
      controls and procedures were effective.





*Changes
      in Internal Control Over Financial Reporting* - Lakeland Industries, Inc.’s
      management, with the participation of Lakeland Industries, Inc.’s Chief
      Executive Officer and Chief Financial Officer, has evaluated whether any change
      in the Company’s internal control over financial reporting occurred during the
      first quarter of fiscal 2008.  Based on that evaluation, management
      concluded that there has been no change in Lakeland Industries, Inc.’s internal
      control over financial reporting during the first quarter of fiscal 2008 that
      has materially affected, or is reasonably likely to materially affect, Lakeland
      Industries, Inc.’s internal control over financial reporting.





Through
      the forty two months ended July 31, 2007 additional expense has been incurred
      relating to documenting and testing the systems of internal
      controls.  The Company hired internal auditors in 2004 and 2005 and
      has contracted with an independent consultant for services related to overall
      Sarbanes-Oxley Act compliance and more specifically Section 404, in February
      2004.  The total cumulative amount expensed so far is approximately
      $1,484,000 including $217,000 in additional director fees.





23










**PART
      II. OTHER INFORMATION**




Items
      1, 2, 3 and 5 are not
      applicable




Item
                4.
            Submission
                of Matters to a vote of Security
                Holders




a.
            The
                annual meeting of shareholders of the Company (the “Annual Meeting”) was
                held on  June 20, 2007 in Ronkonkoma, New York. The Company had
                5,521,824 shares of common stock
                outstanding as of April 27, 2007, the record date for the Annual
                Meeting.




b.
            The
                following persons were elected Directors pursuant to the votes
                indicated




Name
            Votes
                For
            Votes
                AgainstRaymond
                J. Smith
            4,597,311
            520,726




c.
            The
                other matter to be voted upon was the ratification of the appointment
                of
                Holtz Rubenstein Reminick LLP as the Registrant’s Independent Public
                Accountant as follows:




For
            Against
            Abstain5,028,836
            88,741
            460




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




**Exhibits:**




a.
            31.1
                Certification Pursuant to Rule 13a-14(b) and
                Rule 15d-14(b) of the Exchange Act, Signed by Chief Executive Officer
                (filed herewith)




b.
            31.2
                Certification Pursuant to Rule 13a-14(b) and
                Rule 15d-14(b) of the Exchange Act, Signed by Chief Financial Officer
                (filed herewith)




c.
            32.1
                Certification Pursuant to 18 U.S.C. Section
                1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002, Signed by Chief Executive Officer (filed
                herewith)




d.
            32.2
                Certification Pursuant to 18 U.S.C. Section
                1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002, Signed by Chief Financial Officer (filed
                herewith)







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**Reports
                on Form 8-K:**




a
                -
            On
                May 2, 2007, the Company filed a Form 8-K under Item 2.05 announcing
                the
                closure of its Celaya, Mexico plant and the opening of its new Jerez,
                Mexico plant; and under Item 1.0 announcing the award of a significant
                chemical suit contract.




b
                -
            On
                June 7, 2007, the Company filed a Form 8-K under Item 2.02, relating
                to
                the results of operations and financial condition for the purpose
                of
                furnishing a press release announcing results of operations for the
                three
                months ended April 30, 2007.




*
            Incorporated
                by reference herein are two Registration Statements on Form S-8 filed
                by
                the Company on January 9, 1987 registering the common stock underlying
                the
                options in the Employee Incentive Stock Option Plan and the Directors
                Stock Option Plan and on July 26, 2007, registering the common stock
                awardable to employees and directors pursuant to the  2006
                Equity Incentive Plan







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**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15 (d) 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.














**LAKELAND
                INDUSTRIES, INC.**(Registrant)Date:  September
                6, 2007
            /s/
                Christopher J. RyanChristopher
                J. Ryan,Chief
                Executive Officer, President,Secretary
                and General Counsel(Principal
                Executive Officer and AuthorizedSignatory)Date:
                September 6, 2007
            /s/Gary
                PokrassaGary
                Pokrassa,Chief
                Financial Officer(Principal
                Accounting Officer and AuthorizedSignatory)







26